Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 11, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38742 | |
Entity Registrant Name | Advent Technologies Holdings, Inc. | |
Entity Central Index Key | 0001744494 | |
Entity Tax Identification Number | 83-0982969 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 500 Rutherford Avenue | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02129 | |
City Area Code | (617) | |
Local Phone Number | 655-6000 | |
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 | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 59,983,339 | |
Common Stock, par value $0.0001 per share [Member] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | ADN | |
Security Exchange Name | NASDAQ | |
Warrants [Member] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | ADNWW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 10,052 | $ 32,869 |
Restricted cash, current | 1,996 | |
Accounts receivable, net | 1,020 | 979 |
Contract assets | 51 | 52 |
Inventories | 15,164 | 12,620 |
Prepaid expenses and Other current assets | 3,185 | 2,980 |
Total current assets | 31,468 | 49,500 |
Non-current assets: | ||
Goodwill | 5,742 | |
Intangibles, net | 1,909 | 6,062 |
Property and equipment, net | 20,507 | 17,938 |
Right-of-use assets | 3,829 | 4,055 |
Restricted cash, non-current | 750 | 750 |
Other non-current assets | 5,113 | 5,221 |
Available for sale financial asset | 326 | 320 |
Total non-current assets | 32,434 | 40,088 |
Total assets | 63,902 | 89,588 |
Current liabilities: | ||
Trade and other payables | 6,545 | 4,680 |
Deferred income from grants, current | 990 | 801 |
Contract liabilities | 951 | 1,019 |
Other current liabilities | 2,321 | 4,703 |
Operating lease liabilities | 2,385 | 2,280 |
Income tax payable | 187 | 183 |
Total current liabilities | 13,379 | 13,666 |
Non-current liabilities: | ||
Warrant liability | 177 | 998 |
Long-term operating lease liabilities | 9,036 | 9,802 |
Defined benefit obligation | 86 | 72 |
Deferred income from grants, non-current | 421 | 50 |
Other long-term liabilities | 744 | 852 |
Total non-current liabilities | 10,464 | 11,774 |
Total liabilities | 23,843 | 25,440 |
Stockholders’ equity | ||
Common stock ($0.0001 par value per share; Shares authorized: 500,000,000 and 110,000,000 at June 30, 2023 and December 31, 2022, respectively; Issued and outstanding: 58,420,207 and 51,717,720 at June 30, 2023 and December 31, 2022, respectively) | 6 | 5 |
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at June 30, 2023 and December 31, 2022; 0 nil issued and outstanding at June 30, 2023 and December 31, 2022) | ||
Additional paid-in capital | 183,908 | 174,509 |
Accumulated other comprehensive loss | (2,274) | (2,604) |
Accumulated deficit | (141,581) | (107,762) |
Total stockholders’ equity | 40,059 | 64,148 |
Total liabilities and stockholders’ equity | $ 63,902 | $ 89,588 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 110,000,000 |
Common stock, shares issued (in shares) | 58,420,207 | 51,717,720 |
Common stock, shares outstanding (in shares) | 58,420,207 | 51,717,720 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 1,112 | $ 2,225 | $ 2,089 | $ 3,481 |
Cost of revenues | (1,905) | (2,270) | (3,389) | (3,787) |
Gross loss | (793) | (45) | (1,300) | (306) |
Income from grants | 660 | 209 | 1,194 | 717 |
Research and development expenses | (2,883) | (2,642) | (6,024) | (4,791) |
Administrative and selling expenses | (8,331) | (7,956) | (16,820) | (18,454) |
Sublease income | 138 | 265 | ||
Amortization of intangibles | (188) | (718) | (409) | (1,417) |
Credit loss – customer contracts | (127) | (127) | ||
Impairment losses | (9,763) | (9,763) | ||
Operating loss | (21,287) | (11,152) | (32,984) | (24,251) |
Fair value change of warrant liability | 99 | (217) | 489 | 8,159 |
Finance income / (expenses), net | 8 | 1 | 118 | (9) |
Foreign exchange gains / (losses), net | 159 | (1) | 118 | (18) |
Other income / (expenses), net | (806) | (218) | (760) | (221) |
Loss before income tax | (21,827) | (11,587) | (33,019) | (16,340) |
Income taxes | (4) | 439 | (800) | 1,096 |
Net loss | $ (21,831) | $ (11,148) | $ (33,819) | $ (15,244) |
Net loss per share | ||||
Basic loss per share | $ (0.41) | $ (0.22) | $ (0.64) | $ (0.30) |
Basic weighted average number of shares | 53,417,230 | 51,476,822 | 52,714,105 | 51,365,823 |
Diluted loss per share | $ (0.41) | $ (0.22) | $ (0.64) | $ (0.30) |
Diluted weighted average number of shares | 53,417,230 | 51,476,822 | 52,714,105 | 51,365,823 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Net loss | $ (21,831) | $ (11,148) | $ (33,819) | $ (15,244) |
Other comprehensive loss, net of tax effect: | ||||
Foreign currency translation adjustment | (6) | (1,441) | 330 | (1,859) |
Total other comprehensive loss | (6) | (1,441) | 330 | (1,859) |
Comprehensive loss | $ (21,837) | $ (12,589) | $ (33,489) | $ (17,103) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY / (DEFICIT) (Unaudited) - USD ($) $ in Thousands | Preferred Stock Series A [Member] | Preferred Stock Series Seed [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 5 | $ 164,894 | $ (33,425) | $ (1,273) | $ 130,201 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 51,253,591 | ||||||
Stock issued under stock compensation plan (Unaudited) | $ 0 | 0 | |||||
Stock issued under stock compensation plan (in shares) | 377,918 | ||||||
Stock based compensation expense (Unaudited) | 5,086 | 5,086 | |||||
Net loss (Unaudited) | (15,244) | (15,244) | |||||
Other comprehensive loss (Unaudited) | (1,859) | (1,859) | |||||
Ending balance, value at Jun. 30, 2022 | $ 5 | 169,980 | (48,669) | (3,132) | 118,184 | ||
Ending balance (in shares) at Jun. 30, 2022 | 51,631,509 | ||||||
Beginning balance, value at Mar. 31, 2022 | $ 5 | 167,755 | (37,521) | (1,691) | 128,548 | ||
Beginning balance (in shares) at Mar. 31, 2022 | 51,253,591 | ||||||
Stock issued under stock compensation plan (Unaudited) | $ 0 | 0 | |||||
Stock issued under stock compensation plan (in shares) | 377,918 | ||||||
Stock based compensation expense (Unaudited) | 2,225 | 2,225 | |||||
Net loss (Unaudited) | (11,148) | (11,148) | |||||
Other comprehensive loss (Unaudited) | (1,441) | (1,441) | |||||
Ending balance, value at Jun. 30, 2022 | $ 5 | 169,980 | (48,669) | (3,132) | 118,184 | ||
Ending balance (in shares) at Jun. 30, 2022 | 51,631,509 | ||||||
Beginning balance, value at Dec. 31, 2022 | $ 5 | 174,509 | (107,762) | (2,604) | 64,148 | ||
Beginning balance (in shares) at Dec. 31, 2022 | 51,717,720 | ||||||
Issuance of common stock (Unaudited) | $ 1 | 4,178 | 4,179 | ||||
Issuance of common stock (in shares) | 6,029,532 | ||||||
Stock issued under stock compensation plan (Unaudited) | $ 0 | 0 | |||||
Stock issued under stock compensation plan (in shares) | 672,955 | ||||||
Stock based compensation expense (Unaudited) | 4,889 | 4,889 | |||||
Reclassification of private warrants (Unaudited) | 332 | 332 | |||||
Net loss (Unaudited) | (33,819) | (33,819) | |||||
Other comprehensive loss (Unaudited) | 330 | 330 | |||||
Ending balance, value at Jun. 30, 2023 | $ 6 | 183,908 | (141,581) | (2,274) | 40,059 | ||
Ending balance (in shares) at Jun. 30, 2023 | 58,420,207 | ||||||
Beginning balance, value at Mar. 31, 2023 | $ 5 | 177,081 | (119,750) | (2,268) | 55,068 | ||
Beginning balance (in shares) at Mar. 31, 2023 | 52,261,643 | ||||||
Issuance of common stock (Unaudited) | $ 1 | 4,178 | 4,179 | ||||
Issuance of common stock (in shares) | 6,029,532 | ||||||
Stock issued under stock compensation plan (Unaudited) | $ 0 | 0 | |||||
Stock issued under stock compensation plan (in shares) | 129,032 | ||||||
Stock based compensation expense (Unaudited) | 2,317 | 2,317 | |||||
Reclassification of private warrants (Unaudited) | 332 | 332 | |||||
Net loss (Unaudited) | (21,831) | (21,831) | |||||
Other comprehensive loss (Unaudited) | (6) | (6) | |||||
Ending balance, value at Jun. 30, 2023 | $ 6 | $ 183,908 | $ (141,581) | $ (2,274) | $ 40,059 | ||
Ending balance (in shares) at Jun. 30, 2023 | 58,420,207 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Cash Flows [Abstract] | ||
Net Cash used in Operating Activities | $ (18,899) | $ (29,356) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (2,348) | (2,673) |
Purchases of intangible assets | (121) | |
Advances for the acquisition of property and equipment | (1,214) | |
Acquisition of available for sale financial assets | (328) | |
Acquisition of subsidiaries | (1,864) | |
Net Cash used in Investing Activities | (5,426) | (3,122) |
Cash Flows from Financing Activities: | ||
Proceeds of issuance of common stock and paid-in capital | 3,410 | |
Net Cash provided by Financing Activities | 3,410 | |
Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents | (20,915) | (32,478) |
Effect of exchange rate changes on cash, cash equivalent, restricted cash and restricted cash equivalents | 94 | (750) |
Cash, cash equivalents, restricted cash and restricted cash equivalents at the beginning of the period | 33,619 | 79,764 |
Cash, cash equivalents, restricted cash and restricted cash equivalents at the end of the period | 12,798 | 46,536 |
Reconciliation to Condensed Consolidated Balance Sheets: | ||
Cash and cash equivalents | 10,052 | 45,786 |
Restricted cash, current | 1,996 | |
Restricted cash, non-current | 750 | 750 |
Cash, cash equivalents, restricted cash and restricted cash equivalents | 12,798 | 46,536 |
Cash activities | ||
Interest paid | 16 | 7 |
Non-cash Investing and Financing Activities: | ||
Assets acquired under operating leases | 1,594 | |
Issuance of common stock and paid-in capital | $ 769 |
Basis of presentation
Basis of presentation | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | 1. Basis of presentation Overview Advent Technologies Holdings, Inc. and its subsidiaries (collectively referred to as “Advent” or the “Company”) is an advanced materials and technology development company operating in the fuel cell and hydrogen technology space. Advent develops, manufactures and assembles the critical components that determine the performance of hydrogen fuel cells and other energy systems. To date, Advent’s principal operations have been to develop and manufacture Membrane Electrode Assembly (MEA), and fuel cell stacks and complete fuel cell systems for a range of customers in the stationary power, portable power, automotive, aviation, energy storage and sensor markets. Advent has its headquarters in Boston, Massachusetts, which includes a research and development and manufacturing facility, a product development facility in Livermore, California, production facilities in Greece, Denmark, and Germany, and sales and warehousing facilities in the Philippines. On February 4, 2021 (“Closing Date”), AMCI Acquisition Corp. (“AMCI”), consummated the business combination (the “Business Combination”) pursuant to that certain merger agreement (the “Agreement and Plan of Merger”), dated October 12, 2020, by and among AMCI, AMCI Merger Sub Corp., a Delaware corporation and newly formed wholly-owned subsidiary of AMCI (“Merger Sub”), AMCI Sponsor LLC (the “Sponsor”), solely in the capacity as the representative from and after the effective time of the Business Combination for the stockholders of AMCI, Advent Technologies, Inc., a Delaware corporation (“Legacy Advent”), and Vassilios Gregoriou, solely in his capacity as the representative from and after the effective time for the Legacy Advent stockholders (the “Seller Representative”), as amended by Amendment No. 1 and Amendment No. 2 to the Agreement and Plan of Merger, dated as of October 19, 2020 and December 31, 2020, respectively, by and among AMCI, Merger Sub, Sponsor, Legacy Advent, and Seller Representative. In connection with the closing of the Business Combination (the “Closing” or “Closing Date”), AMCI acquired 100% On the Closing Date, and in connection with the closing of the Business Combination, AMCI changed its name to Advent Technologies Holdings, Inc. Legacy Advent was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805. This determination was primarily based on Legacy Advent’s stockholders prior to the Business Combination having a majority of the voting interests in the combined company, Legacy Advent’s operations comprising the ongoing operations of the combined company, Legacy Advent’s board of directors comprising a majority of the board of directors of the combined company, and Legacy Advent’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Advent issuing stock for the net assets of AMCI, accompanied by a recapitalization. The net assets of AMCI are stated at historical cost, with no goodwill or other intangible assets recorded. While AMCI was the legal acquirer in the Business Combination, because Legacy Advent was deemed the accounting acquirer, the historical financial statements of Legacy Advent became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the consolidated financial statements included in this report reflect (i) the historical operating results of Legacy Advent prior to the Business Combination; (ii) the results of the Company (combined results of AMCI and Legacy Advent) following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Advent at their historical cost; and (iv) Company’s equity structure for all periods presented. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s common stock, $ 0.0001 On February 18, 2021, Advent Technologies, Inc. entered into a Membership Interest Purchase Agreement with Bren-Tronics, Inc. (“Bren-Tronics”) and UltraCell, LLC (“UltraCell”), a Delaware limited liability company and a direct wholly owned subsidiary of Bren-Tronics. UltraCell LLC was renamed to Advent Technologies LLC following its acquisition by the Company. On June 25, 2021, the Company entered into a Share Purchase Agreement, with F.E.R. fischer Edelstahlrohre GmbH, a limited liability company incorporated under the Laws of Germany (the “Seller”) to acquire all of the issued and outstanding equity interests in SerEnergy A/S, a Danish stock corporation and a wholly-owned subsidiary of the Seller (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company and a wholly-owned subsidiary of the Seller (“FES”) together with certain outstanding shareholder loan receivables. SerEnergy and FES were renamed to Advent Technologies A/S and Advent Technologies GmbH, respectively, following their acquisition by the Company on August 31, 2021. The unaudited condensed consolidated financial statements of the Company have been prepared to reflect the consolidation of the companies listed below: Schedule of subsidiaries in consolidation Country of Ownership Interest Statements of Operations Company Name Incorporation Direct Indirect 2023 2022 Advent Technologies, Inc. USA 100% - 01/01 – 6/30 01/01 – 6/30 Advent Technologies S.A. Greece - 100% 01/01 – 6/30 01/01 – 6/30 Advent Technologies LLC USA - 100% 01/01 – 6/30 01/01 – 6/30 Advent Technologies GmbH Germany 100% - 01/01 – 6/30 01/01 – 6/30 Advent Technologies A/S Denmark 100% - 01/01 – 6/30 01/01 – 6/30 Advent Green Energy Philippines, Inc Philippines - 100% 01/01 – 6/30 01/01 – 6/30 Unaudited Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022, included in the Annual Report on Form 10-K filed with the SEC on March 31, 2023. We reclassified certain prior year amounts in our consolidated financial statements to conform to the current year presentation. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise specified. Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year from the date these unaudited condensed consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. As such, the accompanying unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date that the unaudited condensed consolidated financial statements are issued. The Company’s ability to meet its liquidity needs will largely depend on its ability to generate cash in the future. During the six months ended June 30, 2023, the Company used $18.9 18,899 10.1 The Company has no obligation to sell, and the Agent is not obligated to buy or sell, any of the Shares under the ATM Agreement and may at any time suspend offers under the ATM Agreement or terminate the ATM Agreement. The ATM Offering will terminate upon the earlier of (i) the issuance and sale of all shares of our Common Stock subject to the ATM Agreement, or (ii) the termination of the ATM Agreement as permitted therein. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies There have been no significant changes from the significant accounting policies disclosed in Note 2 of the “Notes to Consolidated Financial Statements” included in the Annual Report on Form 10-K filed with the SEC on March 31, 2023. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”). As an emerging growth company (“EGC”), the JOBS Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The Company did not apply any new accounting policies during the six-month period ended June 30, 2023 other than those noted below. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, management evaluates the estimates and judgments, including those related to the selection of useful lives for tangible assets, expected future cash flows from long-lived assets to support impairment tests, the carrying value of goodwill, provisions necessary for accounts receivables and inventory write downs, provisions for legal disputes, and contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates under different assumptions and/or conditions. Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Cash and cash equivalents are highly liquid investments with original maturities of three months or less. Cash and cash equivalents consist of cash on hand, deposits held on call with banks and investments in money market funds with original maturities of three months or less at the date of acquisition. As of June 30, 2023 and December 31, 2022, the Company has cash and cash equivalents which are restricted of $ 2.7 0.8 The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported in the consolidated balance sheets that aggregate to the beginning and ending balances shown in the unaudited condensed consolidated statements of cash flows as follows: Liabilities measured at fair value on recurring basis June 30, 2023 December 31, (Amounts in thousands) (Unaudited) Cash and cash equivalents $ 10,052 $ 32,869 Restricted cash, current 1,996 - Restricted cash, non-current 750 750 Cash, cash equivalents, restricted cash and restricted cash equivalents $ 12,798 $ 33,619 Warranties The Company provides a warranty on fuel cells we sell for typically 2 8% 12 The changes in the accrued warranty reserve for the three and six months ended June 30, 2023 and 2022 were as follows: Schedule of accrued warranty reserve For the Three Months Ended For the For the For the (Amounts in thousands) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Balance at beginning of period $ 972 $ 1,012 $ 1,047 $ 1,048 Additions 53 10 73 30 Settlements (55 ) (32 ) (168 ) (68 ) Foreign exchange fluctuations (1 ) (65 ) 17 (85 ) Balance at end of period $ 969 $ 925 $ 969 $ 925 Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which amends the requirement on the measurement and recognition of expected credit losses for financial assets held. Furthermore, amendments ASU 2019-10 and ASU 2019-11 provided additional clarification for implementing ASU 2016-13. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company adopted the standard on January 1, 2023, did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. Sublease On January 9, 2023, the Company entered into a sublease agreement by and among the Company, in its capacity as sublandlord, BP Hancock LLC, a Delaware limited liability company, in its capacity as landlord, and Hughes Boston, Inc. (“Hughes”), in its capacity as subtenant. The sublease provides for the rental by Hughes of office space at 200 Clarendon Street, Boston, MA 02116. Under the terms of the sublease, Hughes subleases 6,041 0.6 0.1 0.3 Fair Value Measurements The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. ● Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Convertible Bond Loan On May 25, 2022, Advent Technologies S.A (“Advent SA”) and UNI.FUND Mutual Fund (“UNIFUND”) entered into an agreement to finance Cyrus SA (“Cyrus”) with a convertible bond loan (“Bond Loan”) of € 1.0 0.3 8.00% 2.5% Cyrus business relates to the research and experimental development in natural sciences and mechanics, the construction of pumps and hydrogen compressors and the wholesale of compressors. Hydrogen compressors are a critical part of the Hydrogen Refueling Stations (HRS) to be used by transport applications. Cyrus has developed a prototype Metal Hydride Compressor which offers unique advantages. The proceeds from the Bond Loan are to cover Cyrus’s working capital needs in the context of its operation and the product development. Mandatory conversion of the Bond Loan will occur in the event of qualified financing which is equivalent to a share capital increase by Cyrus in the first three years from the execution of the Bond Loan agreement with a total amount over €3 million which is covered by third parties unrelated to the basic shareholders or by investors related to them. The Company classifies the Bond Loan as an available for sale financial asset on the consolidated balance sheets. The Company recognizes interest income within the consolidated statement of operations. For the three and six months ended June 30, 2023, the Company recognized $ 7 13 no The Company initially measured the available for sale Bond Loan at the transaction price plus any applicable transaction costs. The Bond Loan is remeasured to its fair value at each reporting period and upon settlement. The estimated fair value of the Bond Loan is determined using Level 3 inputs by using a discounted cash flow model. The change in fair value is recognized within the consolidated statements of comprehensive loss. The Company did not recognize any unrealized gain / (loss) during the three and six months ended June 30, 2023 and 2022. Warrant Liability As a result of the Business Combination, the Company assumed a warrant liability (the “Warrant Liability”) related to previously issued 3,940,278 11.50 400,000 11.50 0.4 24,399,418 11.50 1,970,139 The following tables summarize the fair value of the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022. Liabilities measured at fair value on recurring basis As of (Unaudited) (Amounts in thousands) Fair Value Unobservable Assets Available for sale financial asset $ 326 $ 326 $ 326 $ 326 Liabilities Warrant liability $ 177 $ 177 $ 177 $ 177 As of (Amounts in thousands) Fair Value Unobservable Assets Available for sale financial asset $ 320 $ 320 $ 320 $ 320 Liabilities Warrant liability $ 998 $ 998 $ 998 $ 998 The carrying amounts of the Company’s remaining financial instruments reflected on the consolidated balance sheets and which consist of cash and cash equivalents, accounts receivables, net, other current assets, trade and other payables, and other current liabilities, approximate their respective fair values due to their short-term nature. Changes in the fair value of Level 3 assets and liabilities for the three and six months ended June 30, 2023 and 2022 were as follows: Change in fair value of warrant liability Available for Sale Financial Asset For the For the For the For the (Amounts in thousands) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Estimated fair value (beginning of period) $ 326 $ - $ 320 $ - Estimated fair value of available for sale financial asset acquired - 311 - 311 Foreign exchange fluctuations - - 6 - Change in estimated fair value - - - - Estimated fair value (end of period) $ 326 $ 311 $ 326 $ 311 Warrant Liability For the For the For the For the (Amounts in thousands) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Estimated fair value (beginning of period) $ 608 $ 1,997 $ 998 $ 10,373 Change in estimated fair value (99 ) 217 (489 ) (8,159 ) Reclassification of private placement warrants (332 ) - (332 ) - Estimated fair value (end of period) $ 177 $ 2,214 $ 177 $ 2,214 The Warrant Liability is remeasured to its fair value at each reporting period and upon settlement. The change in fair value is recognized in “Fair value change of warrant liability” on the consolidated statements of operations. The estimated fair value of the Private Placement Warrants and the Working Capital Warrants (each as defined below) is determined using Level 3 inputs by using the Black-Scholes model. The application of the Black-Scholes model requires the use of a number of inputs and significant assumptions including volatility. Significant judgment is required in determining the expected volatility of our common stock. Due to the limited history of trading of our Common Stock, we determined expected volatility based on a peer group of publicly traded companies. The following tables provide quantitative information regarding Level 3 fair value measurement inputs as of their measurement date of June 30, 2023: Fair value measurements input Available for Sale Financial Asset Interest Rate 8.00 % Discount Rate 8.00 % Remaining term (in years) 1.90 Warrant Liability Stock price $ 0.59 Exercise price (strike price) $ 11.50 Risk-free interest rate 4.54 % Volatility 114.7 % Remaining term (in years) 2.59 The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded. |
Related party disclosures
Related party disclosures | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related party disclosures | 3. Related party disclosures Balances with related parties The were no Transactions with related parties Related party transactions are in the normal course of operations and are measured at the amount of consideration established and agreed to by the related parties. |
Accounts receivable, net
Accounts receivable, net | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Accounts receivable, net | 4. Accounts receivable, net Accounts receivable consist of the following: Schedule of accounts receivable June 30, December 31, (Amounts in thousands) (Unaudited) Accounts receivable from third party customers $ 1,401 $ 1,295 Less: Allowance for credit losses (381 ) (316 ) Accounts receivable, net $ 1,020 $ 979 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories Inventories consist of the following: Schedule of inventories June 30, December 31, (Amounts in thousands) (Unaudited) Raw materials and supplies $ 8,086 $ 7,518 Work-in-process 618 547 Finished goods 6,696 4,787 Total $ 15,400 $ 12,852 Provision for slow moving inventory (236 ) (232 ) Total $ 15,164 $ 12,620 The changes in the provision for slow moving inventory is as follows: Schedule of changes in provision for slow moving inventory For the For the For the For the (Amounts in thousands) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Balance at beginning of period $ (236 ) $ (47 ) $ (232 ) $ (48 ) Exchange differences - 3 (4 ) 4 Balance at end of period $ (236 ) $ (44 ) $ (236 ) $ (44 ) |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 6 Months Ended |
Jun. 30, 2023 | |
Prepaid Expenses And Other Current Assets | |
Prepaid expenses and other current assets | 6. Prepaid expenses and other current assets Prepaid expenses are analyzed as follows: Schedule of prepaid expenses June 30, December 31, (Amounts in thousands) (Unaudited) Prepaid insurance expenses $ 925 $ 263 Prepaid research expenses 3 212 Prepaid rent expenses 14 32 Other prepaid expenses 259 181 Total $ 1,201 $ 688 Prepaid insurance expenses as of June 30, 2023 and December 31, 2022 mainly include prepayments to insurers for directors’ and officers’ insurance for liabilities that may arise in their capacity as directors and officers of a public entity. Prepaid research expenses as of June 30, 2023 and December 31, 2022 mainly relate to prepayments for expenses under the Cooperative Research and Development Agreement as discussed in Note 16. Other prepaid expenses as of June 30, 2023 and December 31, 2022 mainly include prepayments for professional fees and purchases. Other current assets are analyzed as follows: Schedule of other current assets June 30, December 31, (Amounts in thousands) (Unaudited) VAT receivable $ 702 $ 530 Withholding tax 19 839 Grant receivable 527 265 Purchases under receipt 5 83 Guarantees 38 38 Other receivables 578 524 Accrued interest income 35 13 Accrued sublease income 80 - Total $ 1,984 $ 2,292 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets Goodwill As of December 31, 2022, the Company had goodwill of $ 5.7 Schedule of goodwill (Amounts in thousands) Gross Carrying Cumulative Net Goodwill on acquisition of UltraCell $ 631 $ - $ 631 Goodwill on acquisition of SerEnergy and FES 29,399 (24,288 ) 5,111 Total goodwill $ 30,030 $ (24,288 ) $ 5,742 The Company performed a qualitative analysis for the quarter ended June 30, 2023 and determined that triggering events for two of the Company’s reporting units, UltraCell and SerEnergy / FES, had occurred which would require testing goodwill and long-lived assets, including definite-lived intangibles, for impairment. The Company considered the triggering events related to current and expected future economic and market conditions and their impact on the Company, as well as the current revenue forecasts. Given certain market factors, the Company determined that these triggering events had occurred and would require a quantitative analysis to be performed. As a part of the impairment assessment, the Company updated significant fair value input assumptions including revenues, margin, and capital expenditures to reflect current market conditions. Other changes in valuation assumptions included increases in interest rates and market volatility, resulting in higher discount rates. UltraCell Reporting Unit In the second quarter of 2023, the Company updated the forecasted future cash flows of UltraCell used in the fair value measurement of the intangible assets and goodwill using a combination of market, cost and income approach methods. The Company is phasing out use of the UltraCell trade name and therefore recognized an impairment charge of $ 0.4 17.7% 11.6% 3.3 0.6 SerEnergy and FES Reporting Unit In the second quarter of 2023, the Company updated the forecasted future cash flows of SerEnergy and FES used in the fair value measurement of the intangible assets and goodwill using a combination of market, cost and income approach methods. The Company acquired finite-lived intangible assets, including patents, process know-how, and order backlog in conjunction with the SerEnergy and FES acquisition. The Company determined the undiscounted cash flows attributable to the IPR&D was greater than the current carrying value. As a result, the Company believes that the updated long-term forecast did not indicate impairment related to IPR&D. All other finite-lived intangible assets related to the SerEnergy and FES acquisition were previously fully amortized or impaired. The Company determined that the fair value of the reporting unit was $13.6 million utilizing the updated forecast, which was less than its current carrying value. 5.1 In the event there are further adverse changes in the Company’s projected cash flows and/or further changes in key assumptions, including but not limited to an increase in the discount rate, lower market multiples, lower revenue growth, lower margin, and/or a lower terminal growth rate, the Company may be required to record non-cash impairment charges to its intangible assets and/or long-lived assets. Such non-cash charges could have a material adverse effect on the Company’s consolidated statements of operations and balance sheets in the reporting period of the charge. The assessment is sensitive to broader market conditions, including the discount rate and market multiples, and to the Company’s estimated future cash flows. As of June 30, 2023, the Company fully impaired goodwill: Schedule of goodwill (Amounts in thousands) Gross Cumulative Net Goodwill on acquisition of UltraCell $ 631 $ (631 ) $ - Goodwill on acquisition of SerEnergy and FES 29,399 (29,399 ) - Total goodwill $ 30,030 $ (30,030 ) $ - Intangible Assets Information regarding our intangible assets, including assets recognized from our acquisitions, as of June 30, 2023 and December 31, 2022 is as follows: Schedule of intangible assets As of June 30, 2023 (Unaudited) (Amounts in thousands) Gross Amount Accumulated Cumulative Net Indefinite-lived intangible assets: Trade name “UltraCell” $ 406 $ - $ (406 ) $ - Total indefinite-lived intangible assets $ 406 $ - $ (406 ) $ - Finite-lived intangible assets: Patents 21,221 (3,247 ) (17,974 ) - Process know-how (IPR&D) 2,612 (798 ) - 1,814 Order backlog 266 (266 ) - - Software 237 (142 ) - 95 Total finite-lived intangible assets $ 24,336 $ (4,453 ) $ (17,974 ) $ 1,909 Total intangible assets $ 24,742 $ (4,453 ) $ (18,380 ) $ 1,909 As of December 31, 2022 (Amounts in thousands) Gross Accumulated Amortization Cumulative Net Indefinite-lived intangible assets: Trade name “UltraCell” $ 406 $ - $ - $ 406 Total indefinite-lived intangible assets $ 406 $ - $ - $ 406 Finite-lived intangible assets: Patents 21,221 (3,068 ) (14,634 ) 3,519 Process know-how (IPR&D) 2,612 (582 ) - 2,030 Order backlog 266 (266 ) - - Software 233 (126 ) - 107 Total finite-lived intangible assets $ 24,332 $ (4,042 ) $ (14,634 ) $ 5,656 Total intangible assets $ 24,738 $ (4,042 ) $ (14,634 ) $ 6,062 The Company did not record any additions to indefinite-lived intangible assets during the three and six months ended June 30, 2023 and 2022. In 2021, the Company recorded $ 22.9 (IPR&D) 10 6 1 5 no 0.1 0.1 0.2 0.7 0.4 1.4 Amortization expense is recorded on a straight-line basis. Assuming constant foreign currency exchange rates and no change in the gross carrying amount of the intangible assets, future amortization expense related to the Company’s intangible assets subject to amortization as of June 30, 2023 is expected to be as follows: Schedule of future amortization expense (Amounts in thousands) Fiscal Year Ended December 31, 2023 $ 233 2024 465 2025 465 2026 452 2027 293 Thereafter 1 Total $ 1,909 |
Property, plant and equipment,
Property, plant and equipment, net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment, net | 8. Property, plant and equipment, net The Company’s property, plant and equipment, net, consisted of the following: Schedule of property, plant and equipment, net June 30, December 31, (Amounts in thousands) (Unaudited) Land, Buildings & Leasehold Improvements $ 14,130 $ 1,977 Machinery 9,888 8,155 Equipment 5,339 4,687 Assets under construction 73 10,436 $ 29,430 $ 25,255 Less: accumulated depreciation (8,648 ) (7,317 ) Less: cumulative impairment (275 ) - Total $ 20,507 $ 17,938 During the three and six months ended June 30, 2023, additions to property, plant and equipment were $ 1.4 3.9 0.8 1.8 2.7 Assets under construction mainly relate to the design and construction of Company’s leased premises at Hood Park in Charlestown, MA. Completed assets are transferred to their respective asset classes, and depreciation begins when an asset is ready for its intended use. During the three and six months ended June 30, 2023, the Company transferred assets under construction to land, buildings and leasehold improvements. During the three and six months ended June 30, 2022, the Company did no Depreciation expense during the three months ended June 30, 2023 and 2022 was $ 0.8 0.4 1.2 0.8 During the three months ended June 30, 2023, the Company decided to consolidate certain of its German operations with its operations in Denmark and Greece. As part of this consolidation, the Company anticipates it will dispose of equipment below its current carrying value, resulting in an impairment charge of $ 0.3 There are no collaterals or other commitments on the Company’s property, plant and equipment. |
Other non-current assets
Other non-current assets | 6 Months Ended |
Jun. 30, 2023 | |
Other Non-current Assets | |
Other non-current assets | 9. Other non-current assets Other non-current assets as of June 30, 2023 and December 31, 2022 are mostly comprised of advances to suppliers for the acquisition of fixed assets of $ 4.7 4.9 |
Trade and other payables
Trade and other payables | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Trade and other payables | 10. Trade and other payables Trade and other payables include balances of suppliers and consulting service providers. |
Other current liabilities
Other current liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Other Current Liabilities | |
Other current liabilities | 11. Other current liabilities As of June 30, 2023 and December 31, 2022, other current liabilities consist of the following: Schedule of other current liabilities and accrued expenses June 30, December 31, (Amounts in thousands) (Unaudited) Accrued expenses (1) $ 1,003 $ 1,522 Other short-term payables (2) 388 2,260 Taxes and duties payable 150 285 Provision for unused vacation 399 300 Accrued provision for warranties, current portion (Note 16) 242 213 Social security funds 116 88 Overtime provision 23 35 Total $ 2,321 $ 4,703 (1) Accrued expenses are analyzed as follows: June 30, December 31, (Amounts in thousands) (Unaudited) Accrued construction fees $ 204 $ 476 Accrued expenses for legal and consulting fees 236 159 Accrued payroll fees 244 142 Other accrued expenses 319 745 Total $ 1,003 $ 1,522 (2) Other short-term payables as of December 31, 2022 included an amount of $2.0 million, which was payable to F.E.R. fischer Edelstahlrohre GmbH to complete the acquisition of SerEnergy and FES and was paid in June 2023. |
Private Placement Warrants and
Private Placement Warrants and Working Capital Warrants | 6 Months Ended |
Jun. 30, 2023 | |
Private Placement Warrants And Working Capital Warrants | |
Private Placement Warrants and Working Capital Warrants | 12. Private Placement Warrants and Working Capital Warrants In connection with the Business Combination, the Company assumed 3,940,278 400,000 As of June 30, 2023 and December 31, 2022, the Company had an aggregate of 1,970,139 4,340,278 1 11.50 30 5 The Private Placement Warrants and Working Capital Warrants are identical to the Public Warrants, except that the Private Placement Warrants and Working Capital Warrants and the common stock issuable upon the exercise of those warrants were not transferable, assignable or salable until 30 According to the provisions of the Private Placement Warrants and Working Capital Warrants, the exercise price and number of shares of common stock issuable upon exercise of those warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Private Placement Warrants and Working Capital Warrants are classified as liabilities in accordance with the Company’s evaluation of the provisions of ASC 815-40-15, which provides that a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant with a fixed exercise price and fixed number of underlying shares. |
Other long-term liabilities
Other long-term liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Other Long-term Liabilities | |
Other long-term liabilities | 13. Other long-term liabilities Other long-term liabilities as of June 30, 2023 and December 31, 2022 mainly include an amount of $ 0.7 0.8 1.0 1.0 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | 14. Stockholders’ Equity Shares Authorized As of June 30, 2023, the Company had authorized a total of 501,000,000 500,000,000 0.0001 1,000,000 0.0001 Common Stock As of June 30, 2023 and December 31, 2022, there were 58,420,207 51,717,720 0.0001 Purchase Agreement with Lincoln Park On April 10, 2023, the Company entered into the Purchase Agreement with Lincoln Park, which provides that the Company has the right, but not the obligation, to sell to Lincoln Park up to $ 50 36 Under the Purchase Agreement, on any business day selected by the Company, the Company may direct Lincoln Park to purchase up to 200,000 The purchase price per share for each such Regular Purchase will be equal to the lesser of (a) the lowest sale price for the Company’s Common Stock on Nasdaq on the purchase date of such shares; and (b) the average of the three lowest closing sale prices for the Company’s Common Stock on Nasdaq during the 10 consecutive business days prior to the purchase date of such shares. In addition, the Company may also direct Lincoln Park, on any business day on which the Company has submitted a Regular Purchase notice for the maximum amount allowed for such Regular Purchase, to purchase an additional amount of the Company’s Common Stock (an “Accelerated Purchase”) of up to the lesser of (a) three times the number of shares purchased pursuant to such Regular Purchase; and (b) 30% of the aggregate shares of the Company’s Common Stock traded on Nasdaq during all or, if certain trading volume or market price thresholds specified in the Purchase Agreement are crossed on the applicable Accelerated Purchase date, the portion of the normal trading hours on the applicable Accelerated Purchase date prior to such time that any one of such thresholds is crossed (the “Accelerated Purchase Measurement Period”). The purchase price per share for each such Accelerated Purchase will be equal to 95% of the lower of (a) the volume-weighted average price of the Company’s Common Stock on Nasdaq during the applicable Accelerated Purchase Measurement Period on the applicable Accelerated Purchase date; and (b) the closing sale price of the Company’s Common Stock on Nasdaq on the applicable Accelerated Purchase date. The Company may also direct Lincoln Park on any business day on which an Accelerated Purchase has been completed and all of the shares to be purchased thereunder have been delivered to Lincoln Park in accordance with the Purchase Agreement, to purchase an additional amount of the Company’s Common Stock (the “Additional Accelerated Purchase”), as described in the Purchase Agreement. In the case of Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, the purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the business days used to compute the purchase price. The Purchase Agreement prohibits the Company from directing Lincoln Park to purchase any shares of Common Stock if those shares, when aggregated with all other shares of Common Stock then beneficially owned by Lincoln Park and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder), would result in Lincoln Park and its affiliates beneficially owning more than 9.99% Upon the execution of the Purchase Agreement, the Company issued 635,593 The Company evaluated the contract that includes the right to require Lincoln Park to purchase additional shares of Common Stock in the future (“put right”) considering the guidance in ASC 815-40, “Derivatives and Hedging - Contracts on an Entity’s Own Equity” (“ASC 815-40”) and concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting. The Company has analyzed the terms of the put right and has concluded that it has immaterial value as of June 30, 2023. The Company incurred costs of approximately $0.9 million related to the execution of the Purchase Agreement. Of the total costs incurred, approximately $0.6 million was paid in Common Stock to Lincoln Park as a commitment fee and $ 0.03 0.2 During the three months ended June 30, 2023, the Company issued and sold an aggregate of 5,393,939 3.4 0.2 From July 1, 2023 through the date of this filing, the Company sold an aggregate of 1,442,366 1.0 At the Market Offering Agreement On June 2, 2023, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (the “Agent”), to create an at-the-market equity program under which it may sell up to $ 50 3.0% Sales of the Shares, if any, under the ATM Agreement may be made in transactions that are deemed to be “at-the-market equity offerings” as defined in Rule 415 under the Securities Act, including sales made by means of ordinary brokers’ transactions, including on the Nasdaq Capital Market, at prevailing market prices at the time of sale or as otherwise agreed with the Agent. The Company has no obligation to sell, and the Agent is not obligated to buy or sell, any of the Shares under the Agreement and may at any time suspend offers under the Agreement or terminate the Agreement. The ATM Offering will terminate upon the termination of the ATM Agreement as permitted therein. The Shares will be issued pursuant to the Company’s previously filed Registration Statement on Form S-3 (File No. 333-271389) that was declared effective on May 2, 2023 and a prospectus supplement and accompanying prospectus relating to the ATM Offering filed with the SEC on June 2, 2023. Deferred offering costs associated with the ATM Agreement are reclassified to additional paid in capital on a pro-rata basis when the Company completes offerings under the ATM Agreement. Any remaining deferred costs will be expensed to the statements of operations should the planned offering be terminated. During the three months ended June 30, 2023, no shares were sold under the ATM Offering. Public Warrants In connection with the Business Combination, the Company assumed the Public Warrants issued upon AMCI’s initial public offering. As of December 31, 2020, the Company had 22,052,077 11.50 22,798 11.50 262,177 22,798 24,399,418 Once the warrants become exercisable, the Company may redeem the Public Warrants: – in whole and not in part; – at a price of $ 0.01 – upon not less than 30 – if, and only if, the reported last sale price of the Company’s Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders; and – if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Common Stock at a price below its exercise price. In addition, the warrant agreement provides that in case of a tender offer or exchange that involves 50% or more of the Company’s stockholders, the Public Warrants may be settled in cash, equity securities or other assets depending on the kind and amount received per share by the holders of the common stock in such consolidation or merger that affirmatively make such election. The Public Warrants are classified in equity in accordance with the Company’s evaluation of the provisions of ASC 480 and ASC 815. The Company analyzed the terms of the Public Warrants and concluded that there are no terms that provide that the warrant is not indexed to the issuer’s common stock. The Company also analyzed the tender offer provision discussed above and considering that upon the Closing of the Business Combination the Company has a single class of common shares, concluded that the exception discussed in ASC 815-40-25 applies, and thus equity classification is not precluded. Stock-Based Compensation Plans 2021 Equity Incentive Plan The Company’s Board of Directors and stockholders previously approved the 2021 Equity Incentive Plan (the “Plan”) to reward certain employees and directors of the Company. The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards. The maximum number of shares of Common Stock that may be delivered in satisfaction of Awards under the Plan is 6,915,892 Stock Options Pursuant to and subject to the terms of the Plan the Company entered into separate Stock Option Agreements with each participant according to which each participant is granted an option (the “Stock Option”) to purchase up to a specific number of shares of Common Stock set forth in each agreement with an exercise price equal to the market price of Company’s Common Stock at the date of grant. The Company did not grant Stock Options during the six months ended June 30, 2023. Stock Options are granted to each participant in connection with their employment with the Company. The Stock Options vest on a graded basis over four years. The Company has a policy of recognizing compensation cost on a straight-line basis over the total requisite service period for the stock options. The Company recognized compensation cost of $ 0.7 1.6 0.8 1.7 The following table summarizes the activities for our unvested stock options for the six months ended June 30, 2023: Schedule of activities for unvested stock Number of Weighted Unvested as of December 31, 2022 2,683,182 $ 4.18 Vested (557,479 ) $ 4.71 Forfeited (137,354 ) $ 3.89 Unvested as of June 30, 2023 1,988,349 $ 4.05 As of June 30, 2023, there was $ 6.3 Restricted Stock Units Pursuant to and subject to the terms of the Plan the Company entered into separate Restricted Stock Units (“RSUs”) with each participant. On the grant date of RSUs, the Company grants to each participant a specific number of RSUs as set forth in each agreement, giving each participant the conditional right to receive without payment one share of common stock. The RSUs are granted to each participant in connection with their ongoing employment with the Company. The Company has in place Restricted Stock Unit Agreements that vest within one year and Restricted Stock Unit Agreements that vest on a graded basis over four years. The Company has a policy of recognizing compensation cost on a straight-line basis over the total requisite service period. The Company recognized compensation cost of $ 1.6 3.3 1.4 3.4 Restricted Stock Units have been granted during the three months ended June 30, 2023 are as follows: Schedule of restricted stock units granted Number of Grant Date Granted on May 1, 2023 100,000 $ 0.74 Granted on June 29, 2023 200,000 $ 0.60 Total restricted stock units granted in 2023 300,000 The following table summarizes the activities for our unvested RSUs for the six months ended June 30, 2023: Schedule of unvested restricted stock units Number of Weighted Unvested as of December 31, 2022 2,877,511 $ 7.34 Granted 300,000 $ 0.65 Vested (751,027 ) $ 7.42 Forfeited (138,134 ) $ 6.24 Unvested as of June 30, 2023 2,288,350 $ 6.50 As of June 30, 2023, there was $ 11.7 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 15. Revenue Revenue is analyzed as follows: Schedule of revenue Three Months Ended Six Months Ended June 30, (Unaudited) (Unaudited) (Amounts in thousands) 2023 2022 2023 2022 Sales of goods $ 1,026 $ 2,213 $ 1,795 $ 2,889 Sales of services 86 12 294 592 Total revenue from contracts with customers $ 1,112 $ 2,225 $ 2,089 $ 3,481 The timing of revenue recognition is analyzed as follows: Three Months Ended Six Months Ended (Unaudited) (Unaudited) (Amounts in thousands) 2023 2022 2023 2022 Timing of revenue recognition Revenue recognized at a point in time $ 1,112 $ 2,225 $ 2,089 $ 3,481 Revenue recognized over time - - - - Total revenue from contracts with customers $ 1,112 $ 2,225 $ 2,089 $ 3,481 As of June 30, 2023 and December 31, 2022, Advent recognized contract assets of $ 0.1 0.1 As of June 30, 2023 and December 31, 2022, Advent recognized contract liabilities of $ 1.0 1.0 0.1 |
Collaborative Arrangements
Collaborative Arrangements | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborative Arrangements | 16. Collaborative Arrangements Cooperative Research and Development Agreement In August 2020, the Company entered into a Cooperative Research and Development Agreement (“CRADA”) with Triad National Security, LLC (“TRIAD”), Alliance for Sustainable Energy LLC (“ASE”), and Brookhaven Science Associates (“BSA”). The purpose of this project is to build a fuel cell prototype that moves this technology closer to commercial readiness which was sanctioned by the Los Alamos National Laboratory and the National Renewable Energy Laboratory. The Government’s estimated total contribution, which is provided through TRIAD’s, ASE’s, and BSA’s respective contracts with the Department of Energy is $ 1.2 1.2 0.6 Expenses from Collaborative Arrangements For the three and six months ended June 30, 2023, an amount of $ 0.5 1.3 0.3 0.6 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes To calculate the interim tax provision, at the end of each interim period the Company estimates the annual effective tax rate and applies that to its ordinary quarterly earnings. The effect of changes in the enacted tax laws or rates is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and judgments including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in foreign jurisdictions, permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or the tax environment changes. During the three and six months ended June 30, 2023, the Company recorded income tax provisions of $ 4 0.8 0.4 1.1 |
Segment Reporting and Informati
Segment Reporting and Information about Geographical Areas | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting and Information about Geographical Areas | 18. Segment Reporting and Information about Geographical Areas Reportable Segments The Company develops and manufactures high-temperature proton exchange membranes (“HT-PEM” or “HT-PEMs”) and fuel cell systems for the off-grid and portable power markets and plans to expand into the mobility market. The Company’s current revenue is derived from the sale of fuel cell systems and from the sale of MEAs, membranes, and electrodes for specific applications in the fuel cell and energy storage (flow battery) markets. The research and development activities are viewed as another product line that contributes to the development, design, production and sale of fuel cell products; however, it is not considered a separate operating segment. The Company has identified one 1 Geographic Information The following table presents revenues, by geographic location (based on the location of the entity selling the product) for the three and six months ended June 30, 2023 and 2022: Revenues, by geographic location Three Months Ended Six Months Ended (Unaudited) (Unaudited) (Amounts in thousands) 2023 2022 2023 2022 North America $ 86 $ 941 $ 477 $ 1,433 Europe 976 1,256 1,487 1,635 Asia 50 28 125 413 Total net sales $ 1,112 $ 2,225 $ 2,089 $ 3,481 |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 19. Commitments and contingencies Litigation The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events. There is no material pending or threatened litigation against the Company that remains outstanding as of June 30, 2023, that is considered probable or reasonably possible On June 7, 2023, the Company was served a Request for Arbitration from F.E.R. fischer Edelstahlrohre GmbH (“F.E.R.”), pursuant to the arbitration provisions of the Share Purchase Agreement dated June 25, 2021 whereby the Company acquired Serenergy and FES, which acquisition closed on August 31, 2021. The arbitration will be held in Frankfurt am Main, Germany in accordance with the Arbitration Rules of the German Arbitration Institute. F.E.R. is asserting that it is due approximately 4.5 million euro based on the cap and corresponding value of the share consideration at the date of closing. The Company believes that the claim is without merit and intends to defend itself vigorously in these proceedings; although we cannot accurately predict the ultimate outcome of this matter. Guarantee letters The Company has contingent liabilities in relation to performance guarantee letters and other guarantees provided to third parties that arise from its normal business activity and from which no substantial charges are expected to arise. As of June 30, 2023 and December 31, 2022, no Contractual obligations In December 2021, the Company entered into a supply agreement by and among the Company, in its capacity as Customer, and BASF New Business GmbH, in its capacity as Seller. The supply agreement provides for the purchase by the Company of 21,000 In 2022, the Company entered into a supply agreement by and among the Company, in its capacity as Customer, and De Nora Deutschland GmbH (“De Nora”), in its capacity as Seller. The supply agreement provides for the purchase by the Company of 3,236 In 2022, the Company entered into a supply agreement by and among the Company, in its capacity as Customer, and Shin-Etsu Polymer Singapore Pte, Ltd (“Shin-Etsu”), in its capacity as Seller. The supply agreement provides for the purchase by the Company of 318,400 75,400 The following table summarizes our contractual obligations as of June 30, 2023: Schedule of contractual obligations Fiscal Year Ended December 31, Quantity Quantity Quantity (m2) Price (Amounts in 2023 - 17,800 2,506 $ 976 2024 - 9,600 6,000 1,745 2025 - - 8,000 2,173 Total - 27,400 16,506 $ 4,894 |
Net loss per share
Net loss per share | 6 Months Ended |
Jun. 30, 2023 | |
Net loss per share | |
Net loss per share | 20. Net loss per share Net loss per share is computed by dividing net loss by the weighted-average number of shares of Common Stock outstanding during the year. The following table sets forth the computation of the basic and diluted net loss per share for the three and six months ended June 30, 2023 and 2022: Schedule of computation of basic and diluted net loss per share Three Months Ended Six Months Ended June 30, (Unaudited) (Unaudited) (Amounts in thousands, except share and per share amounts) 2023 2022 2023 2022 Numerator: Net loss $ (21,831 ) $ (11,148 ) $ (33,819 ) $ (15,244 ) Denominator: Basic weighted average number of shares 53,417,230 51,476,822 52,714,105 51,365,823 Diluted weighted average number of shares 53,417,230 51,476,822 52,714,105 51,365,823 Net loss per share: Basic $ (0.41 ) $ (0.22 ) $ (0.64 ) $ (0.30 ) Diluted $ (0.41 ) $ (0.22 ) $ (0.64 ) $ (0.30 ) Basic net loss per share is computed by dividing net loss for the periods presented by the weighted-average number of shares of Common Stock outstanding during these periods. Diluted net loss per share is computed by dividing the net loss, by the weighted average number of shares of Common Stock outstanding for the periods, adjusted for the dilutive effect of shares of Common Stock equivalents resulting from the assumed exercise of the Public Warrants, Private Placements Warrants, Working Capital Warrants, Stock Options and RSUs. The treasury stock method was used to calculate the potential dilutive effect of these Common Stock equivalents. As the Company incurred losses for the three and six months ended June 30, 2023 and 2022, the effect of including any potential shares of Common Stock in the denominator of diluted per-share computations would have been anti-dilutive; therefore, basic and diluted losses per share are the same. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events During the three months ended June 30, 2023, the Company decided to consolidate certain of its German operations with its operations in Denmark and Greece. In July 2023, the Company initiated the process to communicate its plan to affected employees in Germany and to relocate certain equipment to either Denmark or Greece. The affected employees will continue to provide service through their termination dates, and as a result, the Company does not anticipate material severance charges. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, management evaluates the estimates and judgments, including those related to the selection of useful lives for tangible assets, expected future cash flows from long-lived assets to support impairment tests, the carrying value of goodwill, provisions necessary for accounts receivables and inventory write downs, provisions for legal disputes, and contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates under different assumptions and/or conditions. |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Cash and cash equivalents are highly liquid investments with original maturities of three months or less. Cash and cash equivalents consist of cash on hand, deposits held on call with banks and investments in money market funds with original maturities of three months or less at the date of acquisition. As of June 30, 2023 and December 31, 2022, the Company has cash and cash equivalents which are restricted of $ 2.7 0.8 The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported in the consolidated balance sheets that aggregate to the beginning and ending balances shown in the unaudited condensed consolidated statements of cash flows as follows: Liabilities measured at fair value on recurring basis June 30, 2023 December 31, (Amounts in thousands) (Unaudited) Cash and cash equivalents $ 10,052 $ 32,869 Restricted cash, current 1,996 - Restricted cash, non-current 750 750 Cash, cash equivalents, restricted cash and restricted cash equivalents $ 12,798 $ 33,619 |
Warranties | Warranties The Company provides a warranty on fuel cells we sell for typically 2 8% 12 The changes in the accrued warranty reserve for the three and six months ended June 30, 2023 and 2022 were as follows: Schedule of accrued warranty reserve For the Three Months Ended For the For the For the (Amounts in thousands) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Balance at beginning of period $ 972 $ 1,012 $ 1,047 $ 1,048 Additions 53 10 73 30 Settlements (55 ) (32 ) (168 ) (68 ) Foreign exchange fluctuations (1 ) (65 ) 17 (85 ) Balance at end of period $ 969 $ 925 $ 969 $ 925 |
Credit Losses | Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which amends the requirement on the measurement and recognition of expected credit losses for financial assets held. Furthermore, amendments ASU 2019-10 and ASU 2019-11 provided additional clarification for implementing ASU 2016-13. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company adopted the standard on January 1, 2023, did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. |
Sublease | Sublease On January 9, 2023, the Company entered into a sublease agreement by and among the Company, in its capacity as sublandlord, BP Hancock LLC, a Delaware limited liability company, in its capacity as landlord, and Hughes Boston, Inc. (“Hughes”), in its capacity as subtenant. The sublease provides for the rental by Hughes of office space at 200 Clarendon Street, Boston, MA 02116. Under the terms of the sublease, Hughes subleases 6,041 0.6 0.1 0.3 |
Fair Value Measurements | Fair Value Measurements The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. ● Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. |
Convertible Bond Loan | Convertible Bond Loan On May 25, 2022, Advent Technologies S.A (“Advent SA”) and UNI.FUND Mutual Fund (“UNIFUND”) entered into an agreement to finance Cyrus SA (“Cyrus”) with a convertible bond loan (“Bond Loan”) of € 1.0 0.3 8.00% 2.5% Cyrus business relates to the research and experimental development in natural sciences and mechanics, the construction of pumps and hydrogen compressors and the wholesale of compressors. Hydrogen compressors are a critical part of the Hydrogen Refueling Stations (HRS) to be used by transport applications. Cyrus has developed a prototype Metal Hydride Compressor which offers unique advantages. The proceeds from the Bond Loan are to cover Cyrus’s working capital needs in the context of its operation and the product development. Mandatory conversion of the Bond Loan will occur in the event of qualified financing which is equivalent to a share capital increase by Cyrus in the first three years from the execution of the Bond Loan agreement with a total amount over €3 million which is covered by third parties unrelated to the basic shareholders or by investors related to them. The Company classifies the Bond Loan as an available for sale financial asset on the consolidated balance sheets. The Company recognizes interest income within the consolidated statement of operations. For the three and six months ended June 30, 2023, the Company recognized $ 7 13 no The Company initially measured the available for sale Bond Loan at the transaction price plus any applicable transaction costs. The Bond Loan is remeasured to its fair value at each reporting period and upon settlement. The estimated fair value of the Bond Loan is determined using Level 3 inputs by using a discounted cash flow model. The change in fair value is recognized within the consolidated statements of comprehensive loss. The Company did not recognize any unrealized gain / (loss) during the three and six months ended June 30, 2023 and 2022. |
Warrant Liability | Warrant Liability As a result of the Business Combination, the Company assumed a warrant liability (the “Warrant Liability”) related to previously issued 3,940,278 11.50 400,000 11.50 0.4 24,399,418 11.50 1,970,139 The following tables summarize the fair value of the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022. Liabilities measured at fair value on recurring basis As of (Unaudited) (Amounts in thousands) Fair Value Unobservable Assets Available for sale financial asset $ 326 $ 326 $ 326 $ 326 Liabilities Warrant liability $ 177 $ 177 $ 177 $ 177 As of (Amounts in thousands) Fair Value Unobservable Assets Available for sale financial asset $ 320 $ 320 $ 320 $ 320 Liabilities Warrant liability $ 998 $ 998 $ 998 $ 998 The carrying amounts of the Company’s remaining financial instruments reflected on the consolidated balance sheets and which consist of cash and cash equivalents, accounts receivables, net, other current assets, trade and other payables, and other current liabilities, approximate their respective fair values due to their short-term nature. Changes in the fair value of Level 3 assets and liabilities for the three and six months ended June 30, 2023 and 2022 were as follows: Change in fair value of warrant liability Available for Sale Financial Asset For the For the For the For the (Amounts in thousands) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Estimated fair value (beginning of period) $ 326 $ - $ 320 $ - Estimated fair value of available for sale financial asset acquired - 311 - 311 Foreign exchange fluctuations - - 6 - Change in estimated fair value - - - - Estimated fair value (end of period) $ 326 $ 311 $ 326 $ 311 Warrant Liability For the For the For the For the (Amounts in thousands) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Estimated fair value (beginning of period) $ 608 $ 1,997 $ 998 $ 10,373 Change in estimated fair value (99 ) 217 (489 ) (8,159 ) Reclassification of private placement warrants (332 ) - (332 ) - Estimated fair value (end of period) $ 177 $ 2,214 $ 177 $ 2,214 The Warrant Liability is remeasured to its fair value at each reporting period and upon settlement. The change in fair value is recognized in “Fair value change of warrant liability” on the consolidated statements of operations. The estimated fair value of the Private Placement Warrants and the Working Capital Warrants (each as defined below) is determined using Level 3 inputs by using the Black-Scholes model. The application of the Black-Scholes model requires the use of a number of inputs and significant assumptions including volatility. Significant judgment is required in determining the expected volatility of our common stock. Due to the limited history of trading of our Common Stock, we determined expected volatility based on a peer group of publicly traded companies. The following tables provide quantitative information regarding Level 3 fair value measurement inputs as of their measurement date of June 30, 2023: Fair value measurements input Available for Sale Financial Asset Interest Rate 8.00 % Discount Rate 8.00 % Remaining term (in years) 1.90 Warrant Liability Stock price $ 0.59 Exercise price (strike price) $ 11.50 Risk-free interest rate 4.54 % Volatility 114.7 % Remaining term (in years) 2.59 The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded. |
Basis of presentation (Tables)
Basis of presentation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of subsidiaries in consolidation | Schedule of subsidiaries in consolidation Country of Ownership Interest Statements of Operations Company Name Incorporation Direct Indirect 2023 2022 Advent Technologies, Inc. USA 100% - 01/01 – 6/30 01/01 – 6/30 Advent Technologies S.A. Greece - 100% 01/01 – 6/30 01/01 – 6/30 Advent Technologies LLC USA - 100% 01/01 – 6/30 01/01 – 6/30 Advent Technologies GmbH Germany 100% - 01/01 – 6/30 01/01 – 6/30 Advent Technologies A/S Denmark 100% - 01/01 – 6/30 01/01 – 6/30 Advent Green Energy Philippines, Inc Philippines - 100% 01/01 – 6/30 01/01 – 6/30 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Liabilities measured at fair value on recurring basis | Liabilities measured at fair value on recurring basis June 30, 2023 December 31, (Amounts in thousands) (Unaudited) Cash and cash equivalents $ 10,052 $ 32,869 Restricted cash, current 1,996 - Restricted cash, non-current 750 750 Cash, cash equivalents, restricted cash and restricted cash equivalents $ 12,798 $ 33,619 |
Schedule of accrued warranty reserve | Schedule of accrued warranty reserve For the Three Months Ended For the For the For the (Amounts in thousands) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Balance at beginning of period $ 972 $ 1,012 $ 1,047 $ 1,048 Additions 53 10 73 30 Settlements (55 ) (32 ) (168 ) (68 ) Foreign exchange fluctuations (1 ) (65 ) 17 (85 ) Balance at end of period $ 969 $ 925 $ 969 $ 925 |
Liabilities measured at fair value on recurring basis | Liabilities measured at fair value on recurring basis As of (Unaudited) (Amounts in thousands) Fair Value Unobservable Assets Available for sale financial asset $ 326 $ 326 $ 326 $ 326 Liabilities Warrant liability $ 177 $ 177 $ 177 $ 177 As of (Amounts in thousands) Fair Value Unobservable Assets Available for sale financial asset $ 320 $ 320 $ 320 $ 320 Liabilities Warrant liability $ 998 $ 998 $ 998 $ 998 |
Change in fair value of warrant liability | Change in fair value of warrant liability Available for Sale Financial Asset For the For the For the For the (Amounts in thousands) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Estimated fair value (beginning of period) $ 326 $ - $ 320 $ - Estimated fair value of available for sale financial asset acquired - 311 - 311 Foreign exchange fluctuations - - 6 - Change in estimated fair value - - - - Estimated fair value (end of period) $ 326 $ 311 $ 326 $ 311 Warrant Liability For the For the For the For the (Amounts in thousands) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Estimated fair value (beginning of period) $ 608 $ 1,997 $ 998 $ 10,373 Change in estimated fair value (99 ) 217 (489 ) (8,159 ) Reclassification of private placement warrants (332 ) - (332 ) - Estimated fair value (end of period) $ 177 $ 2,214 $ 177 $ 2,214 |
Fair value measurements input | Fair value measurements input Available for Sale Financial Asset Interest Rate 8.00 % Discount Rate 8.00 % Remaining term (in years) 1.90 Warrant Liability Stock price $ 0.59 Exercise price (strike price) $ 11.50 Risk-free interest rate 4.54 % Volatility 114.7 % Remaining term (in years) 2.59 |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Schedule of accounts receivable June 30, December 31, (Amounts in thousands) (Unaudited) Accounts receivable from third party customers $ 1,401 $ 1,295 Less: Allowance for credit losses (381 ) (316 ) Accounts receivable, net $ 1,020 $ 979 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Schedule of inventories June 30, December 31, (Amounts in thousands) (Unaudited) Raw materials and supplies $ 8,086 $ 7,518 Work-in-process 618 547 Finished goods 6,696 4,787 Total $ 15,400 $ 12,852 Provision for slow moving inventory (236 ) (232 ) Total $ 15,164 $ 12,620 |
Schedule of changes in provision for slow moving inventory | Schedule of changes in provision for slow moving inventory For the For the For the For the (Amounts in thousands) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Balance at beginning of period $ (236 ) $ (47 ) $ (232 ) $ (48 ) Exchange differences - 3 (4 ) 4 Balance at end of period $ (236 ) $ (44 ) $ (236 ) $ (44 ) |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Prepaid Expenses And Other Current Assets | |
Schedule of prepaid expenses | Schedule of prepaid expenses June 30, December 31, (Amounts in thousands) (Unaudited) Prepaid insurance expenses $ 925 $ 263 Prepaid research expenses 3 212 Prepaid rent expenses 14 32 Other prepaid expenses 259 181 Total $ 1,201 $ 688 |
Schedule of other current assets | Schedule of other current assets June 30, December 31, (Amounts in thousands) (Unaudited) VAT receivable $ 702 $ 530 Withholding tax 19 839 Grant receivable 527 265 Purchases under receipt 5 83 Guarantees 38 38 Other receivables 578 524 Accrued interest income 35 13 Accrued sublease income 80 - Total $ 1,984 $ 2,292 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Schedule of goodwill | Schedule of goodwill (Amounts in thousands) Gross Cumulative Net Goodwill on acquisition of UltraCell $ 631 $ (631 ) $ - Goodwill on acquisition of SerEnergy and FES 29,399 (29,399 ) - Total goodwill $ 30,030 $ (30,030 ) $ - |
Schedule of intangible assets | Schedule of intangible assets As of June 30, 2023 (Unaudited) (Amounts in thousands) Gross Amount Accumulated Cumulative Net Indefinite-lived intangible assets: Trade name “UltraCell” $ 406 $ - $ (406 ) $ - Total indefinite-lived intangible assets $ 406 $ - $ (406 ) $ - Finite-lived intangible assets: Patents 21,221 (3,247 ) (17,974 ) - Process know-how (IPR&D) 2,612 (798 ) - 1,814 Order backlog 266 (266 ) - - Software 237 (142 ) - 95 Total finite-lived intangible assets $ 24,336 $ (4,453 ) $ (17,974 ) $ 1,909 Total intangible assets $ 24,742 $ (4,453 ) $ (18,380 ) $ 1,909 As of December 31, 2022 (Amounts in thousands) Gross Accumulated Amortization Cumulative Net Indefinite-lived intangible assets: Trade name “UltraCell” $ 406 $ - $ - $ 406 Total indefinite-lived intangible assets $ 406 $ - $ - $ 406 Finite-lived intangible assets: Patents 21,221 (3,068 ) (14,634 ) 3,519 Process know-how (IPR&D) 2,612 (582 ) - 2,030 Order backlog 266 (266 ) - - Software 233 (126 ) - 107 Total finite-lived intangible assets $ 24,332 $ (4,042 ) $ (14,634 ) $ 5,656 Total intangible assets $ 24,738 $ (4,042 ) $ (14,634 ) $ 6,062 |
Schedule of future amortization expense | Schedule of future amortization expense (Amounts in thousands) Fiscal Year Ended December 31, 2023 $ 233 2024 465 2025 465 2026 452 2027 293 Thereafter 1 Total $ 1,909 |
UltraCell, SerEnergy [Member] | |
Schedule of goodwill | Schedule of goodwill (Amounts in thousands) Gross Carrying Cumulative Net Goodwill on acquisition of UltraCell $ 631 $ - $ 631 Goodwill on acquisition of SerEnergy and FES 29,399 (24,288 ) 5,111 Total goodwill $ 30,030 $ (24,288 ) $ 5,742 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment, net | Schedule of property, plant and equipment, net June 30, December 31, (Amounts in thousands) (Unaudited) Land, Buildings & Leasehold Improvements $ 14,130 $ 1,977 Machinery 9,888 8,155 Equipment 5,339 4,687 Assets under construction 73 10,436 $ 29,430 $ 25,255 Less: accumulated depreciation (8,648 ) (7,317 ) Less: cumulative impairment (275 ) - Total $ 20,507 $ 17,938 |
Other current liabilities (Tabl
Other current liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Current Liabilities | |
Schedule of other current liabilities and accrued expenses | Schedule of other current liabilities and accrued expenses June 30, December 31, (Amounts in thousands) (Unaudited) Accrued expenses (1) $ 1,003 $ 1,522 Other short-term payables (2) 388 2,260 Taxes and duties payable 150 285 Provision for unused vacation 399 300 Accrued provision for warranties, current portion (Note 16) 242 213 Social security funds 116 88 Overtime provision 23 35 Total $ 2,321 $ 4,703 (1) Accrued expenses are analyzed as follows: June 30, December 31, (Amounts in thousands) (Unaudited) Accrued construction fees $ 204 $ 476 Accrued expenses for legal and consulting fees 236 159 Accrued payroll fees 244 142 Other accrued expenses 319 745 Total $ 1,003 $ 1,522 (2) Other short-term payables as of December 31, 2022 included an amount of $2.0 million, which was payable to F.E.R. fischer Edelstahlrohre GmbH to complete the acquisition of SerEnergy and FES and was paid in June 2023. |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of activities for unvested stock | Schedule of activities for unvested stock Number of Weighted Unvested as of December 31, 2022 2,683,182 $ 4.18 Vested (557,479 ) $ 4.71 Forfeited (137,354 ) $ 3.89 Unvested as of June 30, 2023 1,988,349 $ 4.05 |
Schedule of restricted stock units granted | Schedule of restricted stock units granted Number of Grant Date Granted on May 1, 2023 100,000 $ 0.74 Granted on June 29, 2023 200,000 $ 0.60 Total restricted stock units granted in 2023 300,000 |
Schedule of unvested restricted stock units | Schedule of unvested restricted stock units Number of Weighted Unvested as of December 31, 2022 2,877,511 $ 7.34 Granted 300,000 $ 0.65 Vested (751,027 ) $ 7.42 Forfeited (138,134 ) $ 6.24 Unvested as of June 30, 2023 2,288,350 $ 6.50 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue | Schedule of revenue Three Months Ended Six Months Ended June 30, (Unaudited) (Unaudited) (Amounts in thousands) 2023 2022 2023 2022 Sales of goods $ 1,026 $ 2,213 $ 1,795 $ 2,889 Sales of services 86 12 294 592 Total revenue from contracts with customers $ 1,112 $ 2,225 $ 2,089 $ 3,481 The timing of revenue recognition is analyzed as follows: Three Months Ended Six Months Ended (Unaudited) (Unaudited) (Amounts in thousands) 2023 2022 2023 2022 Timing of revenue recognition Revenue recognized at a point in time $ 1,112 $ 2,225 $ 2,089 $ 3,481 Revenue recognized over time - - - - Total revenue from contracts with customers $ 1,112 $ 2,225 $ 2,089 $ 3,481 |
Segment Reporting and Informa_2
Segment Reporting and Information about Geographical Areas (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Revenues, by geographic location | Revenues, by geographic location Three Months Ended Six Months Ended (Unaudited) (Unaudited) (Amounts in thousands) 2023 2022 2023 2022 North America $ 86 $ 941 $ 477 $ 1,433 Europe 976 1,256 1,487 1,635 Asia 50 28 125 413 Total net sales $ 1,112 $ 2,225 $ 2,089 $ 3,481 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of contractual obligations | Schedule of contractual obligations Fiscal Year Ended December 31, Quantity Quantity Quantity (m2) Price (Amounts in 2023 - 17,800 2,506 $ 976 2024 - 9,600 6,000 1,745 2025 - - 8,000 2,173 Total - 27,400 16,506 $ 4,894 |
Net loss per share (Tables)
Net loss per share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Net loss per share | |
Schedule of computation of basic and diluted net loss per share | Schedule of computation of basic and diluted net loss per share Three Months Ended Six Months Ended June 30, (Unaudited) (Unaudited) (Amounts in thousands, except share and per share amounts) 2023 2022 2023 2022 Numerator: Net loss $ (21,831 ) $ (11,148 ) $ (33,819 ) $ (15,244 ) Denominator: Basic weighted average number of shares 53,417,230 51,476,822 52,714,105 51,365,823 Diluted weighted average number of shares 53,417,230 51,476,822 52,714,105 51,365,823 Net loss per share: Basic $ (0.41 ) $ (0.22 ) $ (0.64 ) $ (0.30 ) Diluted $ (0.41 ) $ (0.22 ) $ (0.64 ) $ (0.30 ) |
Basis of presentation (Details)
Basis of presentation (Details) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Advent Technologies Inc. [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Company Name | Advent Technologies, Inc. | |
Country of Incorporation | USA | |
Statements of Operations date | 01/01 – 6/30 | 01/01 – 6/30 |
Advent Technologies Inc. [Member] | Direct Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | 100% | |
Advent Technologies Inc. [Member] | Indirect Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | ||
Advent Technologies S.A. [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Company Name | Advent Technologies S.A. | |
Country of Incorporation | Greece | |
Statements of Operations date | 01/01 – 6/30 | 01/01 – 6/30 |
Advent Technologies S.A. [Member] | Direct Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | ||
Advent Technologies S.A. [Member] | Indirect Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | 100% | |
Advent Technologies LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Company Name | Advent Technologies LLC | |
Country of Incorporation | USA | |
Statements of Operations date | 01/01 – 6/30 | 01/01 – 6/30 |
Advent Technologies LLC [Member] | Direct Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | ||
Advent Technologies LLC [Member] | Indirect Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | 100% | |
Advent Technologies GmbH [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Company Name | Advent Technologies GmbH | |
Country of Incorporation | Germany | |
Statements of Operations date | 01/01 – 6/30 | 01/01 – 6/30 |
Advent Technologies GmbH [Member] | Direct Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | 100% | |
Advent Technologies GmbH [Member] | Indirect Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | ||
Advent Technologies A/S [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Company Name | Advent Technologies A/S | |
Country of Incorporation | Denmark | |
Statements of Operations date | 01/01 – 6/30 | 01/01 – 6/30 |
Advent Technologies A/S [Member] | Direct Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | 100% | |
Advent Technologies A/S [Member] | Indirect Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | ||
Advent Green Energy Philippines, Inc [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Company Name | Advent Green Energy Philippines, Inc | |
Country of Incorporation | Philippines | |
Statements of Operations date | 01/01 – 6/30 | 01/01 – 6/30 |
Advent Green Energy Philippines, Inc [Member] | Direct Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | ||
Advent Green Energy Philippines, Inc [Member] | Indirect Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | 100% |
Basis of presentation (Details
Basis of presentation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Feb. 04, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Cash used in operating activities | $ 18,899 | $ 29,356 | ||
Cash | $ 10,100 | |||
AMCI Acquisition Corp [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Acquired percentage | 100% | |||
Common stock, par value (in dollars per share) | $ 0.0001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 10,052 | $ 32,869 | $ 45,786 | |
Restricted cash, current | 1,996 | |||
Restricted cash, non-current | 750 | 750 | ||
Cash, cash equivalents, restricted cash and restricted cash equivalents | $ 12,798 | $ 33,619 | $ 46,536 | $ 79,764 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Balance at beginning of period | $ 972 | $ 1,012 | $ 1,047 | $ 1,048 |
Additions | 53 | 10 | 73 | 30 |
Settlements | (55) | (32) | (168) | (68) |
Foreign exchange fluctuations | (1) | (65) | 17 | (85) |
Balance at end of period | $ 969 | $ 925 | $ 969 | $ 925 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Recurring [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | $ 326 | $ 320 |
Liabilities | 177 | 998 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 320 | |
Liabilities | 177 | 998 |
Derivative Financial Instruments, Assets [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 320 | |
Derivative Financial Instruments, Assets [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 326 | |
Derivative Financial Instruments, Assets [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 326 | 320 |
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | 177 | 998 |
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | $ 177 | $ 998 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Estimated fair value at beginning balance | $ 326 | $ 320 | ||
Estimated fair value of available for sale financial asset acquired | 311 | 311 | ||
Foreign exchange fluctuations | 6 | |||
Change in estimated fair value | ||||
Estimated fair value at ending balance | 326 | 311 | 326 | 311 |
Estimated fair value at beginning balance | 608 | 1,997 | 998 | 10,373 |
Change in estimated fair value | (99) | 217 | (489) | (8,159) |
Reclassification of private placement warrants | (332) | (332) | ||
Estimated fair value at ending balance | $ 177 | $ 2,214 | $ 177 | $ 2,214 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details 4) | 6 Months Ended |
Jun. 30, 2023 $ / shares | |
Derivative Financial Instruments, Assets [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Remaining term (in years) | 1 year 10 months 24 days |
Derivative Financial Instruments, Assets [Member] | Measurement Input Interest Rate [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Interest Rate | 8% |
Derivative Financial Instruments, Assets [Member] | Measurement Input, Discount Rate [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Discount Rate | 8% |
Derivative Financial Instruments, Liabilities [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Stock price | $ 0.59 |
Exercise price (strike price) | $ 11.50 |
Volatility | 114.70% |
Remaining term (in years) | 2 years 7 months 2 days |
Derivative Financial Instruments, Liabilities [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Risk-free interest rate | 4.54% |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details Narrative) $ / shares in Units, € in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jan. 09, 2023 USD ($) ft² | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | May 25, 2022 EUR (€) | |
Debt Instrument [Line Items] | |||||||
Cash and cash equivalents | $ | $ 2,700 | $ 2,700 | $ 800 | ||||
Warranty on fuel cells we sell for typically | 2 years | ||||||
Warranty reserve of the sale price of the fuel cells sold | 8% | ||||||
Warranty reserve expected to be incurred | 12 months | ||||||
Area of leased space | ft² | 6,041 | ||||||
Annual rent | $ | $ 600 | ||||||
Interest income | $ | $ 7 | $ 0 | $ 13 | $ 0 | |||
Investor [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Non-interest bearing loan | $ | $ 400 | ||||||
Working Capital Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants issued (in shares) | shares | 400,000 | ||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||
Warrants outstanding | shares | 4,340,278 | ||||||
Private Placement Warrant [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants issued (in shares) | shares | 24,399,418 | ||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||
Warrants outstanding | shares | 1,970,139 | 1,970,139 | |||||
Common Stock [Member] | Working Capital Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||
Common Stock [Member] | Private Placement Warrant [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Exercise price (in dollars per share) | $ / shares | 11.50 | $ 11.50 | |||||
Derivative Financial Instruments, Liabilities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants issued (in shares) | shares | 3,940,278 | ||||||
Derivative Financial Instruments, Liabilities [Member] | Common Stock [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||
Convertible Bond Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Sublease income | $ | $ 100 | $ 300 | |||||
Debt carrying amount | € | € 1,000 | ||||||
Debt offered amount | € | € 300 | ||||||
Annual interest rate | 8% | ||||||
Overdue interest rate | 2.50% |
Related party disclosures (Deta
Related party disclosures (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Outstanding balances with related parties | $ 0 | $ 0 |
Accounts receivable, net (Detai
Accounts receivable, net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Accounts receivable from third party customers | $ 1,401 | $ 1,295 |
Less: Allowance for credit losses | (381) | (316) |
Accounts receivable, net | $ 1,020 | $ 979 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 8,086 | $ 7,518 |
Work-in-process | 618 | 547 |
Finished goods | 6,696 | 4,787 |
Total | 15,400 | 12,852 |
Provision for slow moving inventory | (236) | (232) |
Total | $ 15,164 | $ 12,620 |
Inventories (Details 1)
Inventories (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | ||||
Balance at beginning of year | $ (236) | $ (47) | $ (232) | $ (48) |
Exchange differences | 3 | (4) | 4 | |
Balance at end of year | $ (236) | $ (44) | $ (236) | $ (44) |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Prepaid Expenses And Other Current Assets | ||
Prepaid insurance expenses | $ 925 | $ 263 |
Prepaid research expenses | 3 | 212 |
Prepaid rent expenses | 14 | 32 |
Other prepaid expenses | 259 | 181 |
Total | $ 1,201 | $ 688 |
Prepaid expenses and other cu_4
Prepaid expenses and other current assets (Details 1) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Prepaid Expenses And Other Current Assets | ||
VAT receivable | $ 702 | $ 530 |
Withholding tax | 19 | 839 |
Grant receivable | 527 | 265 |
Purchases under receipt | 5 | 83 |
Guarantees | 38 | 38 |
Other receivables | 578 | 524 |
Accrued interest income | 35 | 13 |
Accrued sublease income | 80 | |
Total | $ 1,984 | $ 2,292 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
Gross Carrying Amount | $ 30,030 | $ 30,030 |
Cumulative Impairment | (30,030) | (24,288) |
Net Carrying Amount | 5,742 | |
UltraCell LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Gross Carrying Amount | 631 | 631 |
Cumulative Impairment | (631) | |
Net Carrying Amount | 631 | |
Ser Energy And FES [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Gross Carrying Amount | 29,399 | 29,399 |
Cumulative Impairment | (29,399) | (24,288) |
Net Carrying Amount | $ 5,111 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details 1) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
Gross Carrying Amount | $ 30,030 | $ 30,030 |
Cumulative Impairment | (30,030) | (24,288) |
Net Carrying Amount | 5,742 | |
UltraCell LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Gross Carrying Amount | 631 | 631 |
Cumulative Impairment | (631) | |
Net Carrying Amount | 631 | |
Ser Energy And FES [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Gross Carrying Amount | 29,399 | 29,399 |
Cumulative Impairment | (29,399) | (24,288) |
Net Carrying Amount | $ 5,111 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details 2) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-Lived Intangible Assets [Line Items] | |||
Total indefinite-lived intangible assets, Gross Carrying Amount | $ 406 | $ 406 | |
Total indefinite-lived intangible assets, Cumulative Impairment | (406) | ||
Total indefinite-lived intangible assets, Net Carrying Amount | 406 | ||
Total finite-lived intangible assets, Gross Carrying Amount | 24,336 | 24,332 | |
Total finite-lived intangible assets, Accumulated Amortization | (4,453) | (4,042) | |
Total finite-lived intangible assets, Cumulative Impairment | (17,974) | (14,634) | |
Total finite-lived intangible assets, Net Carrying Amount | 1,909 | 5,656 | $ 22,900 |
Total intangible assets, Gross Carrying Amount | 24,742 | 24,738 | |
Total intangible assets, Accumulated Amortization | (4,453) | (4,042) | |
Total intangible assets, Cumulative Impairment | (18,380) | (14,634) | |
Total intangible assets, Net Carrying Amount | 1,909 | 6,062 | |
Patents [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Total finite-lived intangible assets, Gross Carrying Amount | 21,221 | 21,221 | |
Total finite-lived intangible assets, Accumulated Amortization | (3,247) | (3,068) | |
Total finite-lived intangible assets, Cumulative Impairment | (17,974) | (14,634) | |
Total finite-lived intangible assets, Net Carrying Amount | 3,519 | ||
In Process Research and Development [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Total finite-lived intangible assets, Gross Carrying Amount | 2,612 | 2,612 | |
Total finite-lived intangible assets, Accumulated Amortization | (798) | (582) | |
Total finite-lived intangible assets, Cumulative Impairment | |||
Total finite-lived intangible assets, Net Carrying Amount | 1,814 | 2,030 | |
Order or Production Backlog [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Total finite-lived intangible assets, Gross Carrying Amount | 266 | 266 | |
Total finite-lived intangible assets, Accumulated Amortization | (266) | (266) | |
Total finite-lived intangible assets, Cumulative Impairment | |||
Total finite-lived intangible assets, Net Carrying Amount | |||
Computer Software, Intangible Asset [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Total finite-lived intangible assets, Gross Carrying Amount | 237 | 233 | |
Total finite-lived intangible assets, Accumulated Amortization | (142) | (126) | |
Total finite-lived intangible assets, Cumulative Impairment | |||
Total finite-lived intangible assets, Net Carrying Amount | 95 | 107 | |
UltraCell LLC [Member] | Trade Names [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Total indefinite-lived intangible assets, Gross Carrying Amount | 406 | 406 | |
Total indefinite-lived intangible assets, Cumulative Impairment | (406) | ||
Total indefinite-lived intangible assets, Net Carrying Amount | $ 406 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Details 3) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2023 | $ 233 | ||
2024 | 465 | ||
2025 | 465 | ||
2026 | 452 | ||
2027 | 293 | ||
Thereafter | 1 | ||
Total | $ 1,909 | $ 5,656 | $ 22,900 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Impairment charge | $ 3,300 | |||||
Finite-lived intangible assets, net | $ 1,909 | 1,909 | $ 5,656 | $ 22,900 | ||
Amortization of intangible assets | 188 | $ 718 | 409 | $ 1,417 | ||
Indefinite-Lived Intangible Assets [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | 0 | 0 | ||||
Finite-Lived Intangible Assets [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | 200 | 700 | 400 | 1,400 | ||
Patents [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible assets, net | 3,519 | |||||
Useful life of intangible assets | 10 years | 10 years | ||||
In Process Research and Development [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible assets, net | $ 1,814 | $ 1,814 | 2,030 | |||
Useful life of intangible assets | 6 years | 6 years | ||||
Order or Production Backlog [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible assets, net | ||||||
Useful life of intangible assets | 1 year | 1 year | ||||
Computer Software, Intangible Asset [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible assets, net | $ 95 | $ 95 | 107 | |||
Useful life of intangible assets | 5 years | 5 years | ||||
Computer Software, Intangible Asset [Member] | Indefinite-Lived Intangible Assets [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | $ 100 | $ 100 | ||||
UltraCell LLC [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill, Gross | $ 5,700 | |||||
Impairment charge | $ 400 | |||||
Goodwill impairment charge | $ 600 | |||||
UltraCell LLC [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Discount rate | 17.70% | 17.70% | ||||
UltraCell LLC [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Discount rate | 11.60% | 11.60% | ||||
Ser Energy And FES [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill impairment charge | $ 5,100 | |||||
Fair value determination | The Company determined that the fair value of the reporting unit was $13.6 million utilizing the updated forecast, which was less than its current carrying value. |
Property, plant and equipment_3
Property, plant and equipment, net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 29,430 | $ 25,255 |
Less: accumulated depreciation | (8,648) | (7,317) |
Less: cumulative impairment | (275) | |
Property, plant and equipment, net | 20,507 | 17,938 |
Land, Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 14,130 | 1,977 |
Machinery [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,888 | 8,155 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,339 | 4,687 |
Asset under Construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 73 | $ 10,436 |
Property, plant and equipment_4
Property, plant and equipment, net (Details Narrative) € in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Apr. 27, 2023 EUR (€) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Addition to property and equipment | $ 1,400 | $ 1,800 | $ 3,900 | $ 2,700 | |
Transfer from assets under construction to other asset classes | 0 | 0 | |||
Depreciation expense | 800 | $ 400 | $ 1,200 | $ 800 | |
Dispose of equipment | $ 300 | ||||
ETTELSA [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Purchase land | € | € 800 |
Other non-current assets (Detai
Other non-current assets (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Other assets, noncurrent | $ 5,113 | $ 5,221 |
Property, Plant and Equipment, Other Types [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Other assets, noncurrent | $ 4,700 | $ 4,900 |
Other current liabilities (Deta
Other current liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Other Current Liabilities | |||
Accrued expenses | [1] | $ 1,003 | $ 1,522 |
Other short-term payables(2) | 388 | 2,260 | |
Taxes and duties payable | 150 | 285 | |
Provision for unused vacation | 399 | 300 | |
Accrued provision for warranties, current portion (Note 16) | 242 | 213 | |
Social security funds | 116 | 88 | |
Overtime provision | 23 | 35 | |
Total | 2,321 | 4,703 | |
Accrued construction fees | 204 | 476 | |
Accrued expenses for legal and consulting fees | 236 | 159 | |
Accrued payroll fees | 244 | 142 | |
Other accrued expenses | 319 | 745 | |
Total | $ 1,003 | $ 1,522 | |
[1]Accrued expenses are analyzed as follows: |
Private Placement Warrants an_2
Private Placement Warrants and Working Capital Warrants (Details Narrative) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Private Placement Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued | 24,399,418 | |
Warrants outstanding | 1,970,139 | |
Number of shares called by each warrant | 1 | |
Exercise price | $ 11.50 | |
Warrants expiration period | 5 years | |
Private Placement Warrant [Member] | IPO [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued | 3,940,278 | |
Working Capital Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued | 400,000 | |
Warrants outstanding | 4,340,278 | |
Number of shares called by each warrant | 1 | |
Exercise price | $ 11.50 | |
Period to exercise warrants after business combination | 30 days | |
Warrants expiration period | 5 years | |
Period not to transfer, assign or sell warrants | 30 days |
Other long-term liabilities (De
Other long-term liabilities (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Other Long-term Liabilities | ||
Accrued warranty reserve, non-current | $ 700 | $ 800 |
Total accrued warranty reserve | $ 1,000 | $ 1,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Share-Based Payment Arrangement, Option [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options unvested at beginning | shares | 2,683,182 |
Weighted average exercise price unvested at beginning | $ / shares | $ 4.18 |
Number of options vested | shares | (557,479) |
Weighted average exercise price vested | $ / shares | $ 4.71 |
Number of options forfeited | shares | (137,354) |
Weighted average exercise price forfeited | $ / shares | $ 3.89 |
Number of options unvested at end | shares | 1,988,349 |
Weighted average exercise price unvested at end | $ / shares | $ 4.05 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares | shares | 300,000 |
Grant date fair value | $ / shares | $ 0.65 |
Grant Date 1 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares | shares | 100,000 |
Grant date fair value | $ / shares | $ 0.74 |
Grant Date 2 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares | shares | 200,000 |
Grant date fair value | $ / shares | $ 0.60 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares unvested at beginning | shares | 2,877,511 |
Weighted average grant date fair value unvested at beginning | $ / shares | $ 7.34 |
Number of granted | shares | 300,000 |
Weighted average grant date fair value granted | $ / shares | $ 0.65 |
Number of shares vested | shares | (751,027) |
Weighted average grant date fair value vested | $ / shares | $ 7.42 |
Number of shares forfeited | shares | (138,134) |
Weighted average grant date fair value forfeited | $ / shares | $ 6.24 |
Number of shares unvested at end | shares | 2,288,350 |
Weighted average grant date fair value unvested at end | $ / shares | $ 6.50 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||||
Jul. 01, 2023 | Jun. 02, 2023 | Apr. 10, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | |||||||||||
Shares authorized | 501,000,000 | 501,000,000 | |||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 110,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares issued (in shares) | 58,420,207 | 58,420,207 | 51,717,720 | ||||||||
Common stock, shares outstanding (in shares) | 58,420,207 | 58,420,207 | 51,717,720 | ||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Compensation cost | $ 700 | $ 800 | $ 1,600 | $ 1,700 | |||||||
Unrecognized compensation cost | $ 6,300 | $ 6,300 | |||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Maximum number of shares of stock | 300,000 | 300,000 | |||||||||
Compensation cost | $ 1,600 | $ 1,400 | $ 3,300 | $ 3,400 | |||||||
Unrecognized compensation cost | $ 11,700 | $ 11,700 | |||||||||
Equity Incentive Plan 2021 [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Maximum number of shares of stock | 6,915,892 | 6,915,892 | |||||||||
Warrant [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants outstanding (in shares) | 24,399,418 | 24,399,418 | 22,052,077 | ||||||||
Exercise price of warrant (in dollars per share) | $ 11.50 | $ 11.50 | |||||||||
Warrant holders exercised options to purchase additional shares (in shares) | 22,798 | ||||||||||
Proceeds from exercise of warrants | $ 262,177 | ||||||||||
Increase in shares outstanding (in shares) | 22,798 | ||||||||||
Warrant redemption price (in dollars per share) | $ 0.01 | $ 0.01 | |||||||||
Notice period to redeem warrants | 30 days | ||||||||||
Purchase Agreement [Member] | Lincoln Park [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Ownership percentage | 9.99% | ||||||||||
Purchase Agreement [Member] | Lincoln Park [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Number of stock sold | $ 50,000 | ||||||||||
Term | 36 months | ||||||||||
Number of share purchase | 1,442,366 | 200,000 | 5,393,939 | ||||||||
Share issued | 635,593 | ||||||||||
Commitment fee | $ 30 | ||||||||||
Legal fees | $ 200 | ||||||||||
Number of stock sold | $ 1,000 | $ 3,400 | |||||||||
Discount on the issuance of common stock | $ 200 | $ 200 | |||||||||
At The Market Offering Agreement [Member] | Lincoln Park [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Number of stock sold | $ 50,000 | ||||||||||
Interest rate | 3% |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | $ 1,112 | $ 2,225 | $ 2,089 | $ 3,481 |
Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 1,112 | 2,225 | 2,089 | 3,481 |
Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | ||||
Sales of Goods [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 1,026 | 2,213 | 1,795 | 2,889 |
Service [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | $ 86 | $ 12 | $ 294 | $ 592 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 100 | $ 100 |
Contract liabilities | 1,000 | $ 1,000 |
Revenue recognized from contract liabilites | $ 100 |
Collaborative Arrangements (Det
Collaborative Arrangements (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Research and development expenses | $ 2,883 | $ 2,642 | $ 6,024 | $ 4,791 | |
Cooperative Research and Development Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Estimated total contribution of project | $ 1,200 | ||||
Contribution in cash | 1,200 | ||||
Contribution in-kind, personnel salaries | $ 600 | ||||
Collaborative Arrangement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Research and development expenses | $ 500 | $ 300 | $ 1,300 | $ 600 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Unrecognized tax benefits, income tax penalties and interest expense | $ 4 | $ 400 | $ 800 | $ 1,100 |
Segment Reporting and Informa_3
Segment Reporting and Information about Geographical Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 1,112 | $ 2,225 | $ 2,089 | $ 3,481 |
North America [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 86 | 941 | 477 | 1,433 |
Europe [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 976 | 1,256 | 1,487 | 1,635 |
Asia [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 50 | $ 28 | $ 125 | $ 413 |
Segment Reporting and Informa_4
Segment Reporting and Information about Geographical Areas (Details Narrative) | 6 Months Ended |
Jun. 30, 2023 Integer | |
Segment Reporting [Abstract] | |
Business segment | 1 |
Commitments and contingencies_2
Commitments and contingencies (Details) - Dec. 31, 2022 m² in Thousands, g in Thousands, $ in Thousands | USD ($) | Electrodes | m² | g |
Commitments and Contingencies Disclosure [Abstract] | ||||
Contractual obligation quantity pieces remainder of fiscal year | 17,800 | |||
Contractual obligation, quantity, remainder of fiscal year | m² | 2,506 | |||
Contractual obligation, to be paid, remainder of fiscal year | $ | $ 976 | |||
Contractual obligation quantity pieces year one | 9,600 | |||
Contractual obligation, quantity, year one | m² | 6,000 | |||
Contractual obligation, to be paid, year one | $ | 1,745 | |||
Contractual obligation, quantity pieces, year two | ||||
Contractual obligation, quantity, year two | m² | 8,000 | |||
Contractual obligation, to be paid, year two | $ | 2,173 | |||
Contractual obligation quantity pieces | 27,400 | |||
Contractual obligation, quantity | m² | 16,506 | |||
Contractual obligation | $ | $ 4,894 |
Commitments and contingencies_3
Commitments and contingencies (Details Narrative) $ in Thousands | Jun. 30, 2023 USD ($) Electrodes | May 31, 2023 g | Dec. 31, 2022 USD ($) m² | Jun. 30, 2022 g |
Commitments and Contingencies Disclosure [Abstract] | ||||
Issued letters of guarantee | $ | $ 0 | $ 0 | ||
Contractual obligation, quantity | m² | 21,000 | |||
Contractual obligation, quantity | 3,236 | 75,400 | 318,400 |
Net loss per share (Details)
Net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Net loss | $ (21,831) | $ (11,148) | $ (33,819) | $ (15,244) |
Denominator: | ||||
Basic weighted average number of shares | 53,417,230 | 51,476,822 | 52,714,105 | 51,365,823 |
Diluted weighted average number of shares | 53,417,230 | 51,476,822 | 52,714,105 | 51,365,823 |
Net loss per share: | ||||
Basic | $ (0.41) | $ (0.22) | $ (0.64) | $ (0.30) |
Diluted | $ (0.41) | $ (0.22) | $ (0.64) | $ (0.30) |