Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 07, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-38824 | |
Entity Registrant Name | CANOO INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-1476189 | |
Entity Address, Address Line One | 19951 Mariner Avenue | |
Entity Address, City or Town | Torrance | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90503 | |
City Area Code | 424 | |
Local Phone Number | 271-2144 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 726,304,570 | |
Entity Central Index Key | 0001750153 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | GOEV | |
Security Exchange Name | NASDAQ | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | |
Trading Symbol | GOEVW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 8,260 | $ 36,589 |
Restricted cash, current | 3,846 | 3,426 |
Inventory | 5,684 | 2,954 |
Prepaids and other current assets | 12,794 | 9,350 |
Derivative asset | 2,205 | 0 |
Total current assets | 32,789 | 52,319 |
Property and equipment, net | 368,525 | 311,400 |
Restricted cash, non-current | 10,600 | 10,600 |
Operating lease right-of-use assets | 37,099 | 39,331 |
Deferred warrant asset | 50,175 | 50,175 |
Deferred battery supplier cost | 30,000 | 30,000 |
Other non-current assets | 5,158 | 2,647 |
Total assets | 534,346 | 496,472 |
Current liabilities | ||
Accounts payable | 78,045 | 103,187 |
Accrued expenses and other current liabilities | 63,410 | 63,091 |
Convertible debt, current | 37,670 | 34,829 |
Derivative liability | 538 | 0 |
Financing liability, current | 7,975 | 0 |
Warrant liability, current | 0 | 17,171 |
Total current liabilities | 187,638 | 218,278 |
Contingent earnout shares liability | 170 | 3,013 |
Operating lease liabilities | 36,523 | 38,608 |
Convertible debt, non-current | 44,836 | 0 |
Financing liability, non-current | 23,876 | 0 |
Warrant liability, non-current | 75,651 | 0 |
Total liabilities | 368,694 | 259,899 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value; 10,000 authorized, no shares issued and outstanding at September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.0001 par value; 1,000,000 and 500,000 authorized as of September 30, 2023 and December 31, 2022, respectively; 650,946 and 355,388 issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 65 | 35 |
Additional paid-in capital | 1,618,986 | 1,416,361 |
Accumulated deficit | (1,453,399) | (1,179,823) |
Total stockholders’ equity | 165,652 | 236,573 |
Total liabilities and stockholders’ equity | $ 534,346 | $ 496,472 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 650,946,000 | 355,388,000 |
Common stock, shares outstanding (in shares) | 650,946,000 | 355,388,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 519 | $ 0 | $ 519 | $ 0 |
Cost of revenue | 903 | 0 | 903 | 0 |
Gross margin | (384) | 0 | (384) | 0 |
Operating Expenses | ||||
Research and development expenses, excluding depreciation | 21,965 | 57,063 | 107,651 | 255,009 |
Selling, general and administrative expenses, excluding depreciation | 24,925 | 48,826 | 85,195 | 159,600 |
Depreciation | 1,495 | 3,449 | 10,632 | 9,020 |
Total operating expenses | 48,385 | 109,338 | 203,478 | 423,629 |
Loss from operations | (48,769) | (109,338) | (203,862) | (423,629) |
Other (expense) income | ||||
Interest expense | (4,195) | (2,179) | (6,755) | (2,189) |
Gain (loss) on fair value change in contingent earnout shares liability | 279 | (2,067) | 2,843 | 22,869 |
Gain on fair value change in warrant and derivative liability | 17,126 | 0 | 40,091 | 0 |
Loss on fair value change in derivative asset | (3,761) | 0 | (3,761) | 0 |
Loss on fair value change in convertible debt | (69,615) | 0 | (69,615) | 0 |
Loss on extinguishment of debt | (2,573) | (4,095) | (30,261) | (4,095) |
Other expense, net | (466) | (26) | (2,256) | (420) |
Loss before income taxes | (111,974) | (117,705) | (273,576) | (407,464) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss and comprehensive loss | (111,974) | (117,705) | (273,576) | (407,464) |
Net loss and comprehensive loss | $ (111,974) | $ (117,705) | $ (273,576) | $ (407,464) |
Per Share Data: | ||||
Net loss per share, basic (in dollars per share) | $ (0.18) | $ (0.43) | $ (0.53) | $ (1.62) |
Net loss per share, diluted (in dollars per share) | $ (0.18) | $ (0.43) | $ (0.53) | $ (1.62) |
Weighted-average shares outstanding, basic (in shares) | 621,286 | 275,455 | 515,879 | 250,783 |
Weighted-average shares outstanding, diluted (in shares) | 621,286 | 275,455 | 515,879 | 250,783 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Shareholder's Equity - USD ($) shares in Thousands, $ in Thousands | Total | VDL Nedcar | Pre Paid Advance Agreement | Securities Purchase Agreement | PIPE | Sale Of Shares Under The Wainwright ATM Program | Standby Equity Purchase Agreement | Legal Settlement Member | Walmart Agreement | Common stock | Common stock VDL Nedcar | Common stock Pre Paid Advance Agreement | Common stock PIPE | Common stock Sale Of Shares Under The Wainwright ATM Program | Common stock Standby Equity Purchase Agreement | Common stock Legal Settlement Member | Additional paid-in capital | Additional paid-in capital VDL Nedcar | Additional paid-in capital Pre Paid Advance Agreement | Additional paid-in capital Securities Purchase Agreement | Additional paid-in capital PIPE | Additional paid-in capital Sale Of Shares Under The Wainwright ATM Program | Additional paid-in capital Standby Equity Purchase Agreement | Additional paid-in capital Legal Settlement Member | Additional paid-in capital Walmart Agreement | Accumulated deficit |
Balance at the beginning of the period (in shares) at Dec. 31, 2021 | 238,578 | |||||||||||||||||||||||||
Balance as of beginning of period at Dec. 31, 2021 | $ 343,999 | $ 24 | $ 1,036,104 | $ (692,129) | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Repurchase of unvested shares - forfeitures (shares) | (296) | |||||||||||||||||||||||||
Repurchase of unvested shares – forfeitures | (3) | (3) | ||||||||||||||||||||||||
Issuance of shares for restricted stock units vested (in shares) | 584 | |||||||||||||||||||||||||
Warrants exercised in the period (in shares) | 20 | |||||||||||||||||||||||||
Issuance of shares under the PPA , SPA, SEPA and PIPE (in shares) | 972 | |||||||||||||||||||||||||
Issuance of shares under the PPA, SPA , ATM, SEPA and PIPE | $ 8,400 | $ 8,400 | ||||||||||||||||||||||||
Stock-based compensation | 20,680 | 20,680 | ||||||||||||||||||||||||
Net loss | (125,367) | (125,367) | ||||||||||||||||||||||||
Net loss and comprehensive loss | (125,367) | (125,367) | ||||||||||||||||||||||||
Balance at the end of the period (in shares) at Mar. 31, 2022 | 239,858 | |||||||||||||||||||||||||
Balance as of end of period at Mar. 31, 2022 | 247,709 | $ 24 | 1,065,181 | (817,496) | ||||||||||||||||||||||
Balance at the beginning of the period (in shares) at Dec. 31, 2021 | 238,578 | |||||||||||||||||||||||||
Balance as of beginning of period at Dec. 31, 2021 | 343,999 | $ 24 | 1,036,104 | (692,129) | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Reclassification of warrant liability to additional paid-in capital | 0 | |||||||||||||||||||||||||
Net loss | (407,464) | |||||||||||||||||||||||||
Net loss and comprehensive loss | (407,464) | |||||||||||||||||||||||||
Balance at the end of the period (in shares) at Sep. 30, 2022 | 299,868 | |||||||||||||||||||||||||
Balance as of end of period at Sep. 30, 2022 | 227,871 | $ 29 | 1,327,435 | (1,099,593) | ||||||||||||||||||||||
Balance at the beginning of the period (in shares) at Mar. 31, 2022 | 239,858 | |||||||||||||||||||||||||
Balance as of beginning of period at Mar. 31, 2022 | 247,709 | $ 24 | 1,065,181 | (817,496) | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Repurchase of unvested shares - forfeitures (shares) | (175) | |||||||||||||||||||||||||
Repurchase of unvested shares – forfeitures | (3) | (3) | ||||||||||||||||||||||||
Issuance of shares for restricted stock units vested (in shares) | 1,017 | |||||||||||||||||||||||||
Warrants exercised in the period (in shares) | 7 | |||||||||||||||||||||||||
Issuance of shares under employee stock purchase plan (in shares) | 254 | |||||||||||||||||||||||||
Issuance of shares under employee stock purchase plan | 1,175 | 1,175 | ||||||||||||||||||||||||
Issuance of shares under the PPA , SPA, SEPA and PIPE (in shares) | 13,699 | 14,236 | ||||||||||||||||||||||||
Issuance of shares under the PPA, SPA , ATM, SEPA and PIPE | $ 50,000 | $ 33,083 | $ 1 | $ 1 | $ 49,999 | $ 33,082 | ||||||||||||||||||||
Stock-based compensation | 20,773 | 20,773 | ||||||||||||||||||||||||
Net loss | (164,392) | (164,392) | ||||||||||||||||||||||||
Net loss and comprehensive loss | (164,392) | (164,392) | ||||||||||||||||||||||||
Balance at the end of the period (in shares) at Jun. 30, 2022 | 268,896 | |||||||||||||||||||||||||
Balance as of end of period at Jun. 30, 2022 | 188,345 | $ 26 | 1,170,207 | (981,888) | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Repurchase of unvested shares - forfeitures (shares) | (176) | |||||||||||||||||||||||||
Repurchase of unvested shares – forfeitures | (3) | (3) | ||||||||||||||||||||||||
Issuance of shares for restricted stock units vested (in shares) | 1,245 | |||||||||||||||||||||||||
Warrants exercised in the period (in shares) | 24 | |||||||||||||||||||||||||
Issuance of shares under employee stock purchase plan (in shares) | 830 | |||||||||||||||||||||||||
Issuance of shares under employee stock purchase plan | 1,324 | 1,324 | ||||||||||||||||||||||||
Issuance of shares under the PPA , SPA, SEPA and PIPE (in shares) | 27,015 | |||||||||||||||||||||||||
Issuance of shares under the PPA, SPA , ATM, SEPA and PIPE | $ 81,909 | $ 3 | $ 81,906 | |||||||||||||||||||||||
Issuance of shares under Legal Settlement (in shares) | 2,034 | |||||||||||||||||||||||||
Issuance of shares under Legal Settlement (Note 11) | $ 5,532 | $ 5,532 | ||||||||||||||||||||||||
Stock-based compensation | 19,527 | 19,527 | ||||||||||||||||||||||||
Net loss | (117,705) | (117,705) | ||||||||||||||||||||||||
Net loss and comprehensive loss | (117,705) | (117,705) | ||||||||||||||||||||||||
Balance at the end of the period (in shares) at Sep. 30, 2022 | 299,868 | |||||||||||||||||||||||||
Balance as of end of period at Sep. 30, 2022 | $ 227,871 | $ 29 | 1,327,435 | (1,099,593) | ||||||||||||||||||||||
Balance at the beginning of the period (in shares) at Dec. 31, 2022 | 355,388 | 355,388 | ||||||||||||||||||||||||
Balance as of beginning of period at Dec. 31, 2022 | $ 236,573 | $ 35 | 1,416,361 | (1,179,823) | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Repurchase of unvested shares - forfeitures (shares) | (22) | |||||||||||||||||||||||||
Issuance of shares for restricted stock units vested (in shares) | 2,768 | |||||||||||||||||||||||||
Warrants exercised in the period (in shares) | 2 | |||||||||||||||||||||||||
Issuance of shares under employee stock purchase plan (in shares) | 701 | |||||||||||||||||||||||||
Issuance of shares under employee stock purchase plan | 389 | 389 | ||||||||||||||||||||||||
Vesting of early exercised stock options and restricted stock awards | 26 | 26 | ||||||||||||||||||||||||
Issuance of shares under the PPA , SPA, SEPA and PIPE (in shares) | 50,000 | 66,761 | ||||||||||||||||||||||||
Issuance of shares under the PPA, SPA , ATM, SEPA and PIPE | 10,161 | 64,389 | $ 1,600 | $ 5 | $ 7 | 10,156 | 64,382 | $ 1,600 | ||||||||||||||||||
Reclassification of warrant liability to additional paid-in capital | 19,510 | 19,510 | ||||||||||||||||||||||||
Stock-based compensation | 9,836 | 9,836 | ||||||||||||||||||||||||
Net loss | (90,732) | (90,732) | ||||||||||||||||||||||||
Net loss and comprehensive loss | (90,732) | (90,732) | ||||||||||||||||||||||||
Balance at the end of the period (in shares) at Mar. 31, 2023 | 475,598 | |||||||||||||||||||||||||
Balance as of end of period at Mar. 31, 2023 | $ 251,752 | $ 47 | 1,522,260 | (1,270,555) | ||||||||||||||||||||||
Balance at the beginning of the period (in shares) at Dec. 31, 2022 | 355,388 | 355,388 | ||||||||||||||||||||||||
Balance as of beginning of period at Dec. 31, 2022 | $ 236,573 | $ 35 | 1,416,361 | (1,179,823) | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Issuance of shares under the PPA, SPA , ATM, SEPA and PIPE | $ 1,600 | |||||||||||||||||||||||||
Reclassification of warrant liability to additional paid-in capital | 19,510 | |||||||||||||||||||||||||
Recognition of vested Walmart warrants | $ 50,175 | $ 50,175 | ||||||||||||||||||||||||
Offering costs for the issuance of shares | (1,233) | (1,233) | ||||||||||||||||||||||||
Net loss | (273,576) | |||||||||||||||||||||||||
Net loss and comprehensive loss | $ (273,576) | |||||||||||||||||||||||||
Balance at the end of the period (in shares) at Sep. 30, 2023 | 650,946 | 650,946 | ||||||||||||||||||||||||
Balance as of end of period at Sep. 30, 2023 | $ 165,652 | $ 65 | 1,618,986 | (1,453,399) | ||||||||||||||||||||||
Balance at the beginning of the period (in shares) at Mar. 31, 2023 | 475,598 | |||||||||||||||||||||||||
Balance as of beginning of period at Mar. 31, 2023 | 251,752 | $ 47 | 1,522,260 | (1,270,555) | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Repurchase of unvested shares - forfeitures (shares) | (27) | |||||||||||||||||||||||||
Issuance of shares for restricted stock units vested (in shares) | 2,028 | |||||||||||||||||||||||||
Warrants exercised in the period (in shares) | 2 | |||||||||||||||||||||||||
Issuance of shares under employee stock purchase plan (in shares) | 604 | |||||||||||||||||||||||||
Issuance of shares under employee stock purchase plan | 246 | 246 | ||||||||||||||||||||||||
Vesting of early exercised stock options and restricted stock awards | 2 | 2 | ||||||||||||||||||||||||
Proceeds from exercise of YA warrants (in shares) | 34,231 | |||||||||||||||||||||||||
Proceeds from exercise of YA warrants | 21,223 | $ 3 | 21,220 | |||||||||||||||||||||||
Issuance of shares under the PPA , SPA, SEPA and PIPE (in shares) | 16,331 | 1,911 | ||||||||||||||||||||||||
Issuance of shares under the PPA, SPA , ATM, SEPA and PIPE | 1,753 | $ 1,155 | $ 2 | 1,751 | $ 1,155 | |||||||||||||||||||||
Issuance of shares under YA convertible debenture (in shares) | 35,699 | |||||||||||||||||||||||||
Issuance of shares under YA convertible debenture | 19,021 | $ 4 | 19,017 | |||||||||||||||||||||||
Issuance of shares under I-40 financing arrangement (in shares) | 2,320 | |||||||||||||||||||||||||
Issuance of shares under I-40 financing arrangement | 1,506 | 1,506 | ||||||||||||||||||||||||
Issuance of shares to vendor for services (in shares) | 207 | |||||||||||||||||||||||||
Issuance of shares to vendor for services | 250 | 250 | ||||||||||||||||||||||||
Stock-based compensation | 6,707 | 6,707 | ||||||||||||||||||||||||
Net loss | (70,870) | (70,870) | ||||||||||||||||||||||||
Net loss and comprehensive loss | (70,870) | (70,870) | ||||||||||||||||||||||||
Balance at the end of the period (in shares) at Jun. 30, 2023 | 568,904 | |||||||||||||||||||||||||
Balance as of end of period at Jun. 30, 2023 | 232,745 | $ 56 | 1,574,114 | (1,341,425) | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Repurchase of unvested shares - forfeitures (shares) | (16) | |||||||||||||||||||||||||
Issuance of shares for restricted stock units vested (in shares) | 1,102 | |||||||||||||||||||||||||
Warrants exercised in the period (in shares) | 5 | |||||||||||||||||||||||||
Issuance of shares under employee stock purchase plan (in shares) | 554 | |||||||||||||||||||||||||
Issuance of shares under employee stock purchase plan | 231 | 231 | ||||||||||||||||||||||||
Vesting of early exercised stock options and restricted stock awards | 2 | 2 | ||||||||||||||||||||||||
Issuance of shares under the PPA , SPA, SEPA and PIPE (in shares) | 59,748 | 15,050 | 5,599 | |||||||||||||||||||||||
Issuance of shares under the PPA, SPA , ATM, SEPA and PIPE | 30,198 | $ 7,523 | $ 19 | $ 6 | $ 2 | $ 1 | 30,192 | $ 7,521 | $ 18 | |||||||||||||||||
Stock-based compensation | 6,908 | 6,908 | ||||||||||||||||||||||||
Net loss | (111,974) | (111,974) | ||||||||||||||||||||||||
Net loss and comprehensive loss | $ (111,974) | (111,974) | ||||||||||||||||||||||||
Balance at the end of the period (in shares) at Sep. 30, 2023 | 650,946 | 650,946 | ||||||||||||||||||||||||
Balance as of end of period at Sep. 30, 2023 | $ 165,652 | $ 65 | $ 1,618,986 | $ (1,453,399) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||||||
Net loss | $ (111,974,000) | $ (90,732,000) | $ (117,705,000) | $ (125,367,000) | $ (273,576,000) | $ (407,464,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation | 1,495,000 | 3,449,000 | 10,632,000 | 9,020,000 | |||
Non-cash operating lease expense | 2,504,000 | 1,515,000 | |||||
Non-cash commitment fee under SEPA | 0 | 582,000 | |||||
Inventory write-downs | 400,000 | 366,000 | 0 | $ 0 | |||
Non-cash legal settlement | 0 | 5,532,000 | |||||
Stock-based compensation expense | 23,451,000 | 60,980,000 | |||||
Gain on fair value change of contingent earnout shares liability | (279,000) | 2,067,000 | (2,843,000) | (22,869,000) | |||
Gain on fair value change in warrants liability | (37,093,000) | 0 | |||||
Gain on fair value change in derivative liability | (2,998,000) | 0 | |||||
Loss on extinguishment of debt | 2,573,000 | 4,095,000 | 30,261,000 | 4,095,000 | |||
Loss on fair value change in derivative asset | 3,761,000 | 0 | 3,761,000 | 0 | |||
Loss on fair value change in convertible debt | 69,615,000 | 0 | 69,615,000 | 0 | |||
Non-cash debt discount | 5,010,000 | 900,000 | |||||
Non-cash interest expense | 2,234,000 | 1,316,000 | |||||
Other | 839,000 | 0 | |||||
Changes in assets and liabilities: | |||||||
Inventory | (3,096,000) | (1,282,000) | |||||
Prepaid expenses and other current assets | (3,445,000) | 4,037,000 | |||||
Other assets | (2,511,000) | 970,000 | |||||
Accounts payable, accrued expenses and other current liabilities | (14,546,000) | 12,805,000 | |||||
Net cash used in operating activities | (191,435,000) | (329,863,000) | |||||
Cash flows from investing activities: | |||||||
Purchases of property and equipment | (45,376,000) | (88,817,000) | |||||
Return of prepayment from VDL Nedcar | 0 | 30,440,000 | |||||
Net cash used in investing activities | (45,376,000) | (58,377,000) | |||||
Cash flows from financing activities: | |||||||
Repurchase of unvested shares | 0 | (9,000) | |||||
Payment of offering costs | (400,000) | (1,219,000) | |||||
Proceeds from exercise of YA warrants | 21,223,000 | 0 | |||||
Proceeds from the purchase of shares and warrants by VDL Nedcar | 0 | 8,400,000 | |||||
Proceeds from issuance of shares under SEPA agreement | 0 | 32,500,000 | |||||
Proceeds from issuance of shares under PIPEs | 11,750,000 | 50,000,000 | |||||
Proceeds from employee stock purchase plan | 866,000 | 2,499,000 | |||||
Proceeds from issuance of shares under RDO, net of issuance costs | 50,961,000 | 0 | |||||
Proceeds from convertible debenture, net of issuance costs | 107,545,000 | 0 | |||||
Payment made on financing arrangement | (949,000) | 0 | |||||
Proceeds for issuance of shares under ATM | 1,155,000 | 0 | |||||
Proceeds from PPA | 16,751,000 | 89,100,000 | |||||
Net cash provided by financing activities | 208,902,000 | 181,271,000 | |||||
Net decrease in cash, cash equivalents, and restricted cash | (27,909,000) | (206,969,000) | |||||
Cash, cash equivalents, and restricted cash | |||||||
Cash, cash equivalents, and restricted cash, beginning of period | 50,615,000 | $ 227,492,000 | 50,615,000 | 227,492,000 | 227,492,000 | ||
Cash, cash equivalents, and restricted cash, end of period | 22,706,000 | 20,523,000 | 22,706,000 | 20,523,000 | 50,615,000 | ||
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | |||||||
Cash and cash equivalents at end of period | 8,260,000 | 6,815,000 | 8,260,000 | 6,815,000 | 36,589,000 | ||
Restricted cash, current at end of period | 3,846,000 | 4,208,000 | 3,846,000 | 4,208,000 | 3,426,000 | ||
Restricted cash, non-current at end of period | 10,600,000 | 9,500,000 | 10,600,000 | 9,500,000 | 10,600,000 | ||
Total cash, cash equivalents, and restricted cash at end of period shown in the condensed consolidated statements of cash flows | $ 22,706,000 | $ 20,523,000 | 22,706,000 | 20,523,000 | $ 50,615,000 | ||
Supplemental non-cash investing and financing activities | |||||||
Acquisition of property and equipment included in current liabilities | 63,776,000 | 72,375,000 | |||||
Acquisition of property and equipment included in current liabilities during the period | 23,820,000 | 41,306,000 | |||||
Acquisition of property and equipment included in financing liabilities | 34,275,000 | 0 | |||||
Offering costs included in current liabilities | 903,000 | 1,189,000 | |||||
Recognition of operating lease right-of-use asset | 272,000 | 15,757,000 | |||||
Reclassification of warrant liability to additional paid-in capital | $ 19,510,000 | 19,510,000 | 0 | ||||
Issuance of shares for extinguishment of convertible debt under PPA agreement | 71,911,000 | 81,909,000 | |||||
Issuance of shares for extinguishment of convertible debt under convertible debenture | 49,219,000 | 0 | |||||
Recognition of warrant liability | 112,401,000 | 0 | |||||
Recognition of derivative liability | 4,310,000 | 0 | |||||
Recognition of derivative asset | 5,966,000 | 0 | |||||
Recognition of convertible debentures | 71,438,000 | 0 | |||||
Supplemental disclosures of cash flow information | |||||||
Cash paid for interest | $ 0 | $ 0 |
Organization and Description of
Organization and Description of the Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of the Business | Organization and Description of the BusinessCanoo Inc. (“Canoo” or the “Company”) is a high-tech advanced mobility technology company with a mission to bring electric vehicles ("EVs") to everyone. We have developed a breakthrough EV platform that we believe will enable us to rapidly innovate and bring new products addressing multiple use cases to market faster than our competition and at a lower cost |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company's unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC and accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting. Accordingly, certain notes or other information that are normally required by GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 30, 2023 (“Annual Report on Form 10-K”). Results of operations reported for interim periods are not necessarily indicative of results for the entire year. In the opinion of management, the Company has made all adjustments necessary to present fairly its condensed consolidated financial statements for the periods presented. Such adjustments are of a normal, recurring nature. The Company’s financial statements have been prepared under the assumption that the Company will continue as a going concern, which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The accompanying unaudited condensed consolidated financial statements include the results of the Company and its subsidiaries. The Company’s comprehensive loss is the same as its net loss. Except for any updates below, no material changes have occurred with respect to the Company’s significant accounting policies disclosed in Note 2 of the Notes to the Consolidated Financial Statements in Part II, Item 8 of the Annual Report on Form 10-K. Liquidity and Capital Resources As of September 30, 2023, the Company’s principal sources of liquidity are its unrestricted cash balance of $8.3 million and its access to capital under the ATM Offering (as defined in Note 13) and Yorkville facilities (as defined in Note 9). The Company has incurred losses since inception and had negative cash flow from operating activities of $191.4 million for the nine months ended September 30, 2023. The Company expects to continue to incur net losses and negative cash flows from operating activities in accordance with its operating plan and expects that both capital and operating expenditures will increase significantly in connection with its ongoing activities. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. As an early-stage growth company, the Company’s ability to access capital is critical. Although management continues to explore raising additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing to supplement the Company’s capitalization and liquidity, management cannot conclude as of the date of this filing that its plans are probable of being successfully implemented. The condensed consolidated interim financial information does not include any adjustments that might result from the outcome of this uncertainty. The Company believes substantial doubt exists about the Company’s ability to continue as a going concern for twelve months from the date of issuance of our financial statements. Macroeconomic Conditions Current adverse macroeconomic conditions, including but not limited to heightened inflation, slower growth or recession, changes to fiscal and monetary policy, higher interest rates, currency fluctuations, challenges in the supply chain could negatively affect our business. Ultimately, the Company cannot predict the impact of current or worsening macroeconomic conditions. The Company continues to monitor macroeconomic conditions to remain flexible and to optimize and evolve its business as appropriate. To do this, the Company is working on projecting demand and infrastructure requirements and deploying its workforce and other resources accordingly. Property and Equipment, net Construction-in-progress is stated at historical cost and is transferred to its respective depreciable asset class once the underlying asset is ready for its intended use. Depreciation of construction-in-progress begins only once placed into service, over the estimated useful life on a straight-line basis. Useful life determination requires significant judgment. Fair Value of Financial Instruments The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures , which provides a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurement. Fair value represents the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses the following hierarchy in measuring the fair value of the Company’s assets and liabilities, focusing on the most observable inputs when available: • Level 1 Quoted prices in active markets for identical assets or liabilities. • Level 2 Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company's financial assets and liabilities not measured at fair value on a recurring basis include cash and cash equivalents, restricted cash, short-term debt, accounts payable, and other current liabilities and are reflected in the financial statements at cost. Cost approximates fair value for these items due to their short-term nature. Contingent Earnout Shares Liability The Company has a contingent obligation to issue shares of Common Stock to certain stockholders and employees upon the achievement of certain market share price milestones within specified periods (the “Earnout Shares”). The Company determined that the right to Earnout Shares represents a contingent liability that meets the definition of a derivative and recognized it on the balance sheet at its fair value upon the grant date. The right to Earnout Shares is remeasured at fair value each period through earnings. The fair value is determined using Level 3 inputs, since estimating the fair value of this contingent liability requires the use of significant and subjective inputs that may and are likely to change over the duration of the liability with related changes in internal and external market factors. The tranches were valued using a Monte Carlo simulation of the stock prices using an expected volatility assumption based on the historical volatility of the price of the Company’s stock and implied volatility derived from the price of exchange traded options on the Company’s stock. Upon the occurrence of a bankruptcy or liquidation, any unissued Earnout Shares would be fully issued regardless of whether the share price target has been met. Convertible Debt The Company accounts for convertible debt that does not meet the criteria for equity treatment in accordance with the guidance contained in ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) : Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Accordingly, the Company elected to classify the April Convertible Debenture (defined below) as a liability at amortized cost using the effective interest method. The Company classifies convertible debt based on the re-payment terms and conditions. Any discounts or premiums on the convertible debt and costs incurred upon issuance of the convertible debt are amortized to interest expense over the terms of the related convertible debt. Convertible debt is also analyzed for the existence of embedded derivatives, which may require bifurcation from the convertible debt and separate accounting treatment. For derivative financial instruments that are accounted for as assets or liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. The variable conversion feature of the convertible debenture is considered a derivative. Refer to Note 9 for further information. The Company has elected the fair value option to account for the July Convertible Debenture, the August Convertible Debenture and the September Convertible Debenture (each, as defined in Note 9). The Company recorded the Convertible Debentures (as defined in Note 9) at fair value upon issuance. The Company records changes in fair value in the condensed consolidated statements of operations, with the exception of changes in fair value due to instrument-specific credit risk which, if present, will be recorded as a component of other comprehensive income. Interest expense related to the Convertible Debentures is included in the changes in fair value. As a result of applying the fair value option, direct costs and fees related to the Convertible Debentures were expensed as incurred. Warrants The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity ("ASC 480"), then in accordance with ASC 815-40 ("ASC 815"), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock . Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date. Refer to Note 15 for information regarding the warrants issued. Revenue Recognition The Company applies ASC 606, which governs how the Company recognizes revenue. Under ASC 606, the Company recognizes revenue when the Company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue pursuant to the five-step framework contained in ASC 606: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. Revenues include vehicle revenues resulting from the delivery of our vehicles to our customers as well as revenues derived from other streams including battery modules, and engineering services to our customers. The Company recognizes revenue related to the vehicles at a point in time when the customer obtains control of the vehicle either upon completion of delivery or upon pick up of the vehicle by the customer. The Company recognizes revenue from the provision of consulting services on a project basis. The Company's fixed price contracts related to these services contain a single performance obligation. Revenue for these services is recognized at a point in time as different phases of the project are delivered. Cost of Revenue Cost of revenues primarily relates to the cost of production of vehicles and includes direct parts, material and labor costs, machinery and tooling depreciation, amortization of capitalized manufacturing costs, shipping and logistics costs, adjustments to write down the carrying value of inventory when it exceeds its estimated net realizable value (“NRV”) as needed, and adjustments for excess and obsolete inventory, as needed. Cost of revenue also includes materials, labor, and other direct costs related to the development of battery modules and provision of engineering services. Net loss per Share Basic and diluted net loss per share is computed by dividing net loss by the weighted-average number of the Company's common shares outstanding during the period, without consideration for potential dilutive securities. As the Company is in a loss position for the periods presented, diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”), in the form of ASUs, to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have immaterial impact on the Company’s condensed consolidated financial position, results of operations or cash flows. Recently Issued Accounting Pronouncements Adopted In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations ("ASU 2022-04"), which adds certain disclosure requirements for a buyer in a supplier finance program. The amendments require that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The amendments are expected to improve financial reporting by requiring new disclosures about the programs, thereby allowing financial statement users to better consider the effect of the programs on an entity’s working capital, liquidity, and cash flows. The amendments are effective for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods within those fiscal years, except for the requirement to disclose roll forward information, which is effective prospectively for fiscal years beginning after December 15, 2023. The adoption of ASU 2022-04 did not have a material impact on our unaudited condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements ("ASU 2023-01"), which amends certain provisions of ASC 842 that apply to arrangements between related parties under common control. Specifically, it amends the accounting for leasehold improvements. The amendments requires a lessee in a common-control lease arrangement to amortize leasehold improvements that it owns over the improvements’ useful life to the common control group, regardless of the lease term, if the lessee continues to control the use of the underlying asset through a lease. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted in any annual or interim period as of the beginning of the related fiscal year. The Company is currently assessing the provisions of this new pronouncement and evaluating any material impact that this guidance may have on our condensed consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis as required by ASC 820, by level, within the fair value hierarchy as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 Fair Value Level 1 Level 2 Level 3 Asset Derivative asset, current $ 2,205 $ — $ — $ 2,205 Liability Contingent earnout shares liability $ 170 $ — $ — $ 170 Derivative liability, current $ 538 $ — $ — $ 538 Convertible debt, current $ 27,941 $ — $ — $ 27,941 Convertible debt, non-current $ 44,836 $ — $ — $ 44,836 Warrant liability, non-current $ 75,651 $ — $ 75,651 $ — December 31, 2022 Fair Value Level 1 Level 2 Level 3 Liability Contingent earnout shares liability $ 3,013 $ — $ — $ 3,013 Warrant liability, current $ 17,171 $ — $ 17,171 $ — The Company’s Contingent Earnout liability, Convertible Debentures, derivative liability, and derivative asset are considered “Level 3” fair value measurement. Refer to Note 2 for discussion of the Company’s methods for valuation. The Company issued Convertible Debentures to Yorkville discussed in Note 9 whereby the Company elected to account transactions under the fair value option of accounting upon issuance. The Company estimated the fair value of the Initial Loans based on assumptions used in the Monte Carlo simulation model using the following inputs as of the end of the reporting period: July Convertible Debenture August Convertible Debenture September Convertible Debenture Expected term (in years) 0.92 1.01 1.16 Stock price $0.49 $0.49 $0.49 Interest rate 3.0 % 3.0 % 3.0 % Expected volatility 113.2 % 112.2 % 111.7 % Expected dividend rate $ — $ — $ — Risk free rate 5.4 % 5.4 % 5.3 % Following is a summary of the change in fair value of the Convertible debt for the nine months ended September 30, 2023 and September 30, 2022 (in thousands). Nine months ended September 30, Convertible Debt 2023 2022 Beginning fair value — — Addition during the period $ 71,438 — Change in fair value during the period $ 1,339 — Ending fair value $ 72,777 — As the fair value of the freestanding instruments identified within the Convertible Debentures exceeded the proceeds, a loss on issuance on convertible debenture was recognized. Refer to Note 9 for further information. The Company has a contingent obligation to issue shares of Common Stock to certain stockholders and employees upon the achievement of certain market share price milestones within specified periods. Issuances are made in three tranches of 5.0 million shares, for a total of 15.0 million shares, each upon reaching share price targets within specified time frames from December 21, 2020 ("Earnout Date"). The first tranche was not issued given the share price did not reach $18 as of December 21, 2022. The second tranche will be issued if the share price reaches $25 within four years of the closing of the Earnout Date. The third tranche will be issued if the share price reaches $30 within five years of the Earnout Date. The tranches may also be issued upon a change of control transaction that occurs within the respective timeframes and results in per share consideration exceeding the respective share price target. As of September 30, 2023, the Company has a remaining contingent obligation to issue 10.0 million shares of Common Stock. Following is a summary of the change in fair value of the Earnout Shares liability for the nine months ended September 30, 2023 and September 30, 2022 (in thousands). Nine Months Ended September 30, Earnout Shares Liability 2023 2022 Beginning fair value $ 3,013 $ 29,057 Change in fair value during the period $ (2,843) $ (22,869) Ending fair value $ 170 $ 6,188 The Company issued the April Convertible Debenture whose conversion feature meet the definition of a derivative liability which requires bifurcation. The remaining debt of $1.3 million remaining under this debenture was assumed by the August Convertible Debenture. The Company estimated the fair value of the conversion feature derivative embedded in the convertible debt based on assumptions used in the Monte Carlo simulation model using the following inputs on the date the debt was assumed by the August Convertible Debenture: the price of the Company’s common stock of $0.63; a risk-free interest rate of 5.3%; expected volatility of the Company’s common stock of 130.4%; expected dividend yield of 0%; and simulation period of 0.8934 years. The fair value of the conversion feature derivative was $3.7 million at issuance and $0.8 million when the remaining debt under April Convertible Debenture was assumed by the August Convertible Debenture. The Company entered into a Lease Agreement ("Lease Agreement") with I-40 OKC Partners LLC ("I-40") which contained a "Market Value Shortfall" provision that meets the definition of a derivative. The Company estimated the fair value of the Market Value Shortfall based on assumptions used in the Monte Carlo simulation model using the following inputs as of the end of the reporting period: the price of the Company’s common stock of $0.49; shares subject to Market Value shortfall of 2.3 million shares; a risk-free interest rate of 5.5%; expected volatility of the Company’s common stock of 113.0%; expected dividend yield of 0%; and remaining term of 0.52 years. The fair value of the Market Value Shortfall derivative measured at issuance and as of September 30, 2023 was $0.5 million resulting in a nominal amount reflected as a loss within the condensed consolidated statement of operations. Nine months ended September 30, Derivative liability 2023 2022 Beginning fair value — — Addition during the period 4,310 — Change in fair value during the period $ (2,998) — Derecognition of liability upon extinguishment of convertible debt $ (774) — Ending fair value $ 538 — The Company entered into the Fifth Pre-Paid Advance whose conversion features meet the definition of a derivative asset which requires bifurcation. The Company estimated the fair value of the conversion feature derivative embedded in the convertible debt based on assumptions used in the Monte Carlo simulation model using the following inputs: the price of the Company’s common stock of $0.49; a risk-free interest rate of 5.3%; expected volatility of the Company’s common stock of 111.2%; expected dividend yield of 0%; and simulation period of 1.20 years. The fair value of the conversion feature derivative measured at issuance and as of September 30, 2023 was $6.0 million and $2.2 million, respectively, resulting in a loss of $3.8 million included within the condensed consolidated statement of operations. Nine months ended September 30, Derivative asset 2023 2022 Beginning fair value — — Addition during the period 5,966 — Change in fair value during the period $ (3,761) — Ending fair value $ 2,205 — |
Prepaids And Other Current Asse
Prepaids And Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaids and Other Current Assets | Prepaids and Other Current Assets Prepaids and other current assets consisted of the following (in thousands): September 30, 2023 December 31, 2022 Short term deposits $ 4,034 $ 3,755 Prepaid expense 8,447 5,133 Other current assets 313 462 Prepaids and other current assets $ 12,794 $ 9,350 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory As of September 30, 2023 and December 31, 2022, the inventory balance was $5.7 million and $3.0 million respectively, which consisted primarily of raw materials related to the production of vehicles for sale. We write-down inventory for any excess or obsolete inventories or when we believe that the net realizable value of inventories ("LCRNV") is less than the carrying value. During the three and nine months ended September 30, 2023, we recorded write-downs of $0.4 million, in Cost of revenues in the consolidated statements of operations. No write-downs were recorded for the year ended December 31, 2022. |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment, Net [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consisted of the following (in thousands): September 30, December 31, Tooling, machinery, and equipment 42,628 32,863 Computer hardware 8,921 8,850 Computer software 9,128 9,053 Building 28,475 — Land 5,800 — Vehicles 1,527 1,356 Furniture and fixtures 742 742 Leasehold improvements 18,101 14,956 Construction-in-progress 297,223 276,968 Total property and equipment 412,545 344,788 Less: Accumulated depreciation (44,020) (33,388) Property and equipment, net $ 368,525 $ 311,400 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current liabilities Accrued expenses consisted of the following (in thousands): September 30, December 31, Accrued property and equipment purchases $ 29,123 $ 24,797 Accrued research and development costs 15,726 17,736 Accrued professional fees 7,951 8,112 Other accrued expenses 10,610 12,446 Total accrued expenses and other current liabilities $ 63,410 $ 63,091 |
Convertible Debt
Convertible Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Debt | Convertible Debt Yorkville PPA On July 20, 2022, the Company entered into a Pre-Paid Advance Agreement (the "PPA") with YA II PN, Ltd. ("Yorkville") pursuant to which the Company could request advances of up to $50.0 million in cash from Yorkville, with an aggregate limit of $300.0 million (the "Pre-Paid Advance"). Amounts outstanding under Pre-Paid Advances could be offset by the issuance of shares of Common Stock to Yorkville at a price per share calculated pursuant to the PPA as the lower of 120% of the daily volume-weighted average price (“VWAP”) on Nasdaq as of the day immediately preceding the date a Pre-Paid Advance was made (“Fixed Price”) or 95% of the VWAP on Nasdaq as of the day immediately preceding the conversion date, which in no event would be less than $1.00 per share (“Floor Price”). The third PPA amended the purchase price to be the lower of 110% of the VWAP on Nasdaq as of the day immediately preceding the date a Pre-Paid Advance was made (“Amended Fixed Price”) or 95% of the VWAP on Nasdaq during the five days immediately preceding the conversion date, which in no event would be less than $0.50 per share (“Amended Floor Price”). The Company's stockholders approved the Amended Floor Price, which was proposed and voted on at the special meeting of Company stockholders held on January 24, 2023. The Company's stockholders further approved the Second Amended Floor Price (as defined below), which was proposed and voted on at the special meeting of Company stockholders held on October 5, 2023.The issuance of the shares of Common Stock under the PPA is subject to certain limitations, including that the aggregate number of shares of Common Stock issued pursuant to the PPA (including the aggregation with the issuance of shares of Common Stock under Standby Equity Purchase Agreement entered into by the Company with Yorkville on May 10, 2022 (the “SEPA”), which was terminated effective August 26, 2022) cannot exceed 19.9% of the Company's outstanding shares of Common Stock as of May 10, 2022 ("PPA Exchange Cap"). The Company's stockholders approved the issuance of shares of the Company’s Common Stock in excess of the PPA Exchange Cap, which was proposed and voted on at the special meeting of Company stockholders held on January 24, 2023. Interest accrues on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 5%, subject to an increase to 15% upon events of default described in the PPA. Each Pre-Paid Advance has a maturity date of 15 months from the Pre-Paid Advance Date. Yorkville is not entitled to participate in any earnings distributions until a Pre-Paid Advance is offset with shares of Common Stock. On July 22, 2022, the Company received an aggregate of $49.5 million on account of the first Pre-Paid Advance in accordance with the PPA. On August 26, 2022, the Company received an aggregate of $39.6 million on account of the second Pre-Paid Advance in accordance with the PPA. The net proceeds received by the Company from Yorkville include a 1% discount of the Pre-Paid Advance in accordance with the PPA. As of September 6, 2022, the first Pre-Paid Advance was fully paid off through the issuance of 15.1 million shares of Common Stock to Yorkville. As of November 11, 2022, the second Pre-Paid Advance was paid off primarily through the issuance of 19.4 million shares of Common Stock to Yorkville, in addition to $2.5 million in cash. On October 5, 2022, the Company entered into the PPA pursuant to a Side Letter in which the parties agreed that the Company will be permitted to submit sales orders, and consummate sales pursuant to such orders, for the ATM Offering beginning on October 5, 2022 for so long as the Company pays Yorkville the sum of $1.0 million per calendar week to be applied in the order of priority set forth in the PPA Side Letter. Failure to make timely payments under the PPA Side Letter will automatically result in the reinstatement of restrictions on the Company’s ability to consummate sales under the ATM Sales Agreement and will be deemed an event of default. On November 10, 2022, the Company received an aggregate of $20.0 million on account of the third Pre-Paid Advance in accordance with the PPA. On December 31, 2022, the Company received an aggregate of $32.0 million on account of the fourth Pre-Paid Advance in accordance with the PPA ("Yorkville facilities"). In accordance with the second supplemental agreement, the fourth Pre-Paid Advance may, at the sole option of Yorkville, be increased by up to an additional $8.5 million (the "YA PPA Option"). On January 13, 2023, Yorkville partially exercised their option, and increased their investment amount by $5.3 million, which resulted in net proceeds of $5.0 million, and was applied to the fourth PPA. Pursuant to the second supplemental agreement, the fourth Pre-Paid Advance included issuances of warrants to Yorkville. Of the aggregate fourth Pre-Paid Advance proceeds, $14.8 million was allocated to convertible debt presented in the consolidated balance sheets as of December 31, 2022, and an additional $2.3 million was allocated to convertible debt as a result of Yorkville exercising the YA PPA Option. Refer to Note 15, Warrants, for further information on the warrants and the allocation of proceeds. As of September 30, 2023, 66.8 million shares of Common Stock have been issued to Yorkville under the third and fourth Pre-Paid Advance. The loss on extinguishment of debt from repaying the Yorkville facilities was $26.7 million and interest expense incurred as a result of effective interest under the PPA was $0.5 million. Refer to Note 15, Warrants, for further information on the warrants and the allocation of proceeds. On September 11, 2023, the Company received an aggregate of $12.5 million on account of the fifth Pre-Paid Advance in accordance with the PPA (the "Fifth Pre-Paid Advance"). The net proceeds received by the Company, after giving affect to the commitment fee and the purchase price discount provided for in the PPA, was $11.8 million. Of the aggregate proceeds, $6.0 million was allocated to derivative assets for an embedded conversion feature included in the Fifth Pre-Paid Advance. Any portion of the convertible debt settled using the Variable Price will be extinguished as a share settled redemption while any settlement using the Fixed Price or the applicable floor price will be settled via conversion accounting. As of September 30, 2023, 15.1 million shares of Common Stock converted at the Amended Floor Price have been issued to Yorkville under the Fifth Pre-Paid Advance. The Company's stockholders approved an amendment to the PPA with Yorkville to lower the minimum price which shares may be sold from $0.50 per share to $0.10 per share (the "Second Amended Floor Price"), which was proposed and voted on at the special meeting of Company stockholders held on October 5, 2023. Other than the balance to be paid pursuant to the PPA Side Letter, the PPA provides that in respect of any Pre-Paid Advance, if the VWAP of shares of Common Stock is less than the Floor Price for at least five trading days during a period of seven consecutive trading days or the Company has issued substantially all of the shares of Common Stock available under the Exchange Cap, then the Company is required to make monthly cash payments of amounts outstanding under any Pre-Paid Advance beginning on the 10th calendar day and continuing on the same day of each successive calendar month until the entire amount of such Pre-Paid Advance balance has been paid or until the payment obligation ceases. Pursuant to the PPA, the monthly payment obligation ceases if the Exchange Cap no longer applies and the VWAP is greater than the Floor Price for a period of five consecutive trading days, unless a subsequent triggering date occurs. The Company, at its option, has the right, but not the obligation, to repay early in cash a portion or all amounts outstanding under any Pre-Paid Advance, provided that the VWAP of the Common Stock is less than the Fixed Price during a period of three consecutive trading days immediately prior to the date on which the Company delivers a notice to Yorkville of its intent and such notice is delivered at least ten trading days prior to the date on which the Company will make such payment. If elected, the early repayment amount is to include a 3% redemption premium (“Redemption Premium”). If any Pre-Paid Advances are outstanding and any event of default has occurred, the full amount outstanding under the Pre-Paid Advances plus the Redemption Premium, together with interest and other amounts owed in respect thereof, will become, at Yorkville’s election, immediately due and payable in cash. Yorkville Convertible Debentures On April 24, 2023, the Company entered into a Securities Purchase Agreement with Yorkville, in connection with the issuance and sale of convertible debentures in an aggregate principal amount of $48.0 million (the "April Convertible Debenture"). The net proceeds received by the Company from Yorkville includes a 6% discount of the loan in accordance with the April Convertible Debenture. Of the aggregate net proceeds of $45.1 million, $41.4 million was allocated to convertible debt and $3.7 million was allocated to derivative liabilities to account for an embedded redemption feature included in the April Convertible Debenture. Amounts outstanding under the April Convertible Debenture could be offset by the issuance of shares of Common Stock to Yorkville at a price per share calculated pursuant to the April Convertible Debenture as the lower of $1.00 (“Fixed Price”) or 95% of the lowest daily VWAP on Nasdaq as of the five immediately preceding the conversion date (“Variable Price”), which in no event would be less than $0.14 per share. Amounts outstanding in the July Convertible Debenture, the August Convertible Debenture and the September Convertible Debenture could be offset by the issuance of shares of Common Stock to Yorkville at a price per share calculated at the lower of $0.50 or 95% of the lowest daily VWAP on Nasdaq as of the five immediately preceding the conversion date (“Variable Price”), which in no event would be less than $0.10 per share. The issuance of the shares of Common Stock under the Convertible Debentures are subject to certain limitations, including that the aggregate number of shares of Common Stock issued pursuant to the Convertible Debenture cannot exceed 95.4 million ("Note Exchange Cap"). With respect to the July Convertible Debenture and the August Convertible Debenture, the Company's stockholders approved the issuance of shares of the Company’s Common Stock in excess of the Note Exchange Cap, which was proposed and voted on at the special meeting of Company stockholders held on October 5, 2023. Interest accrues on the outstanding balance of the April Convertible Debenture at an annual rate equal to 1%, subject to an increase to 15% upon events of default described in the April Convertible Debenture. Interest accrues on the outstanding balance of the July Convertible Debenture, the August Convertible Debenture and the September Convertible Debenture at an annual rate equal to 3%, subject to an increase to 15% upon events of default described in their respective agreements. The Convertible Debentures each have a maturity date of 14 months from their respective Convertible Debenture date. Yorkville is not entitled to participate in any earnings distributions until the April Convertible Debenture is offset with shares of Common Stock. As of September 30, 2023, 95.4 million shares of Common Stock have been issued to Yorkville resulting in a loss on extinguishment of debt of $3.5 million. During the nine months ended September 30, 2023, the Company incurred $0.1 million of interest expense and $5.5 million of amortization of debt discount. On June 30, 2023, the Company entered into a Securities Purchase Agreement with Yorkville (the “July Convertible Debenture”) in connection with the issuance and sale by the Company of convertible debentures in an aggregate principal amount of $26.6 million (the “July Initial Loan”). The convertible debenture is initially recognized on the settlement date of July 3, 2023 and net proceeds received by the Company from Yorkville includes a 6.0% discount of the Loan in accordance with the Convertible Debenture. Yorkville has the right and option (the “July Loan Option”) to purchase from the Company an additional convertible Loan (the “July Optional Loan”) in a principal amount of up to $53.2 million. The July Loan Option may only be exercised by Yorkville during the period of 5 trading days following the date on which the Company has publicly announced that it has obtained approval at the special meeting of Company stockholders held on October 5, 2023 ("Stockholder Approval"). In conjunction with the July Initial Loan, the Company issued to Yorkville an initial warrant (the “July Initial Warrant”) to purchase 49.6 million shares of Common Stock at an exercise price of $0.54. If Yorkville exercises the July Optional Loan, the Company will issue to Yorkville an additional warrant (the “July Option Warrant”) for a number of shares of Common Stock determined by dividing the principal amount so exercised (up to $53.2 million) by $0.54. The July Option Warrant, to the extent issued, will be issued on the same terms as the July Initial Warrant except that the exercise price of the June Option Warrant will be $0.67 per share. Refer to Note 15, Warrants, for further information on the warrants. As of September 30, 2023, no conversion on the July Initial Debenture has occurred. Additionally, Yorkville did not exercise the July Optional Loan, as a result of which, the July Optional Loan and the related July Option Warrant are no longer applicable. On August 2, 2023, the Company entered into a Securities Purchase Agreement with Yorkville (the “August Convertible Debenture”) in connection with the issuance and sale by the Company of convertible debentures in an aggregate principal amount of $27.9 million (the “August Initial Loan”). The net proceeds received by the Company from Yorkville includes a 6.0% discount of the Loan in accordance with the Convertible Debenture. Yorkville has the right and option (the “August Loan Option”) to purchase additional convertible debentures in an aggregate principal amount of up to $53.2 million. The August Loan Option may only be exercised by Yorkville during the period of 20 trading days following the date on which the Company has publicly announced that it has obtained the Stockholder Approval. In conjunction with the August Initial Loan, the Company issued to Yorkville an initial warrant (the “August Initial Warrant”) to purchase 49.6 million shares of Common Stock at an exercise price of $0.54 per share. The August Initial Warrant is immediately exercisable and will expire on August 2, 2028. If Yorkville exercises the August Loan Option, the Company will issue to Yorkville an additional warrant (the “August Option Warrant”) for a number of shares of Common Stock determined by dividing the principal amount so exercised (up to $53.2 million) by $0.54. The August Option Warrant, to the extent issued, will be issued on the same terms as the August Initial Warrant except that the exercise price of the August Option Warrant will be $0.67 per share. Additionally, Yorkville did not exercise the August Loan Option, as a result of which, the August Loan Option and the related August Option Warrant are no longer applicable. The Company and Yorkville have agreed to transfer the outstanding balance of $1.3 million on the April Convertible Debenture to the August Convertible Debenture. Such outstanding balance is reflected in the aggregate principal amount issuable available under the August Initial Debenture. As a result of such transfer, as of August 2, 2023, no amounts remain outstanding under the April Convertible Debenture. The embedded redemption feature within the April Convertible Debenture was valued as of the August Initial Debenture settlement date at $0.8 million and then written off. As of September 30, 2023, no conversion on the August Initial Debenture has occurred. On September 26, 2023, the Company entered into a Securities Purchase Agreement with Yorkville (the “September Convertible Debenture”, together with the July Convertible Debenture and the August Convertible Debenture, collectively, the "Convertible Debentures"), receiving an aggregate of $15.0 million (the “September Initial Debenture”). The net proceeds received by the Company from Yorkville includes a 16.5% discount of the Loan in accordance with the September Convertible Debenture. Yorkville has the right and option (the “September Loan Option”) to purchase additional convertible debentures in an aggregate principal amount of up to $30.0 million. The September Loan Option may only be exercised by Yorkville during the period of 20 trading days following the date on which the Company has publicly announced that it has obtained the Stockholder Approval. In conjunction with the September Convertible Debenture, the Company issued to Yorkville an initial warrant (the “September Initial Warrant”) to purchase 28.0 million shares of Common Stock at an exercise price of $0.54. The September Initial Warrant is immediately exercisable and will expire on September 26, 2028. If Yorkville exercises the September Loan Option, the Company will issue to Yorkville an additional warrant (the “September Option Warrant”) for a number of shares of Common Stock determined by dividing the principal amount so exercised (up to $30.0 million) by $0.54 per share. The September Option Warrant, to the extent issued, will be issued on the same terms as the September Initial Warrant except that the exercise price of the August Option Warrant will be $0.67 per share. As of September 30, 2023, no conversion on the September Initial Debenture has occurred. Additionally, Yorkville did not exercise the September Loan Option, as a result of which, the September Loan Option and the related September Option Warrant are no longer applicable. The Company elected to account for the July Convertible Debenture, the August Convertible Debenture and the September Convertible Debenture under the fair value option of accounting upon issuance. The proceeds were allocated to all freestanding instruments recorded at fair value. As the fair value of the freestanding instruments exceeded the proceeds, an aggregate loss of $69.6 million for the three and nine months ended September 30, 2023 was recognized in Loss on fair value change in convertible debt in the condensed consolidated statements of operations. As of September 30, 2023, the fair value of the Initial Loans was $72.8 million and are included in convertible debt in the Condensed Consolidated Balance Sheets. The primary reason for electing the fair value option is for simplification of accounting for the Convertible Debentures at fair value in its entirety versus bifurcation of the embedded derivatives. The fair value was determined using a Monte Carlo valuation model. Refer to Note 4, Fair Value Measurements, for further information on the loans. The Convertible Debentures provides that if the VWAP of shares of Common Stock is less than the then-applicable floor price for at least five trading days during a period of seven consecutive trading days (“Trigger Date”) or the Company has issued substantially all of the shares of Common Stock available under the Exchange Cap, or the Company is unable to issue Common Stock to Yorkville which may be freely resold by Yorkville without any limitations or restrictions, including, without limitation, due to a stop order or suspension of the effectiveness of the Registration Statement, then the Company is required to make monthly cash payments of amounts outstanding under the Convertible Debentures beginning on the 10th Trading Day after the Trigger Date and continuing on the same day of each successive calendar month until the entire amount of the Convertible Debentures balance has been paid or until the payment obligation ceases. Pursuant to the Convertible Debenture, the monthly payment obligation ceases if the Exchange Cap no longer applies and the VWAP is greater than the Floor Price for a period of five consecutive trading days, unless a subsequent triggering date occurs. The Company, at its option, has the right, but not the obligation, to repay early in cash a portion or all amounts outstanding under the Convertible Debentures, provided that the VWAP of the Common Stock is less than the Fixed Price during a period of three consecutive trading days immediately prior to the date on which the Company delivers a notice to Yorkville of its intent and such notice is delivered at least ten trading days prior to the date on which the Company will make such payment. If elected, the early repayment amount is to include a 5% redemption premium (“Redemption Premium”). If any event of default has occurred, the full amount outstanding under the Loan plus the Redemption Premium, together with interest and other amounts owed in respect thereof, will become, at Yorkville’s election, immediately due and payable in cash. |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Operating Leases | Operating leases Justin Texas Lease On January 31, 2023, the Company entered into a real estate lease for an approximately 8,000 square foot facility in Justin, Texas with an entity owned by Tony Aquila, Executive Chair and Chief Executive Officer ("CEO") of the Company. The initial lease term is three years, five months, commencing on November 1, 2022 and terminating on March 31, 2026, with one option to extend the term of the lease for an additional five years. Prior to execution, the contract was a month-to-month arrangement. The total minimum lease payments over the initial lease term is $0.3 million. Oklahoma Manufacturing Facility Lease On November 9, 2022, the Company entered into a PSA with Terex for the purchase of approximately 630,000 square foot vehicle manufacturing facility on approximately 121 acres in Oklahoma City, Oklahoma. On April 7, 2023, pursuant to the assignment of real estate purchase agreement, the Company assigned the right to purchase the Property to I-40 Partners, a special purpose vehicle managed by entities affiliated with the CEO. The Company then entered into a lease agreement with I-40 Partners commencing April 7, 2023. The lease term is approximately ten years with a five year renewal option and the minimum aggregate lease payment over the initial term is expected to be approximately $44.3 million, which includes equity portion of rent composed of $1.5 million fully vested non-refundable shares. Refer to Note 15 on warrants issued in conjunction with this lease. The lease was evaluated as a sale and leaseback of real estate because the Company was deemed to control the asset once the rights under the PSA were assigned to I-40 Partners. We accounted for the transaction as a financing lease since the lease agreement contains a repurchase option which precludes sale and leaseback accounting. The purchase option is exercisable between the third and fourth anniversary of the lease commencement in the greater of the fair value or a 150% of the amounts incurred by Landlord for the purchase price for the Property, the construction allowance, and expenses incurred with the purchase of the Property. The lease did not qualify for sale-leaseback accounting and was accounted for as a financing obligation. Under a failed sale-leaseback transaction, the real estate assets generally recorded on the consolidated balance sheet and are depreciated over their useful lives while a failed sale and leaseback financing obligation is recognized for the proceeds. As a result, the Company recorded an asset and a corresponding finance liability in the amount of the purchase price of $34.2 million. The financing liability at inception was initially allocated to the warrants issued to I-40 valued at $0.9 million described in Note 15 and the derivative liability valued at $0.6 million described in Note 4. As described above, for the failed sale and leaseback transaction, we reflect the real estate asset on our Balance Sheets in Property and equipment, net as if we were the legal owner, and we continue to recognize depreciation expense over the estimated useful life. We do not recognize rent expense related to the lease, but we have recorded a liability for the failed sale and leaseback obligation and monthly interest expense. The Company could not readily determine the implicit rate in the lease, as such the Company imputed an interest rate of approximately 10%. There have been no gains or losses recorded in connection with the transactions described above. Future minimum payments under the failed sale leaseback are as follows (in thousands): 2023 (excluding the nine months ended September 30, 2023) 543 2024 3,200 2025 3,635 2026 4,097 2027 4,302 Thereafter 26,031 Total payments 41,808 Lease Portfolio The Company uses an estimated incremental borrowing rate based on information available at lease commencement to determine the present value of lease payments when the rate implicit in the lease is not readily determinable. The weighted average discount rate used was 6.70%. As of September 30, 2023, the remaining operating lease ROU asset and operating lease liability were approximately $37.1 million and $39.5 million, respectively. As of December 31, 2022, the operating lease ROU asset and operating lease liability were approximately $39.3 million and $40.8 million, respectively. As of September 30, 2023 and December 31, 2022, $3.0 million and $2.2 million, respectively, of the lease liability was determined to be short term and was included in accrued expenses and other current liabilities within the condensed consolidated balance sheets. Related party lease expense related to the Company's leases in Justin, Texas was $0.2 million and $0.5 million for the three and nine months ended September 30, 2023, respectively. Related party lease expense related to the Company's leases in Justin, Texas was $0.1 million and $0.4 million for the three and nine months ended September 30, 2022, respectively. Certain lease agreements also provide the Company with the option to renew for additional periods. These renewal options are not considered in the remaining lease term unless its reasonably certain that the Company will exercise such options. The weighted average remaining lease term as of September 30, 2023 and December 31, 2022 was 8.9 years years and 9.7 years, respectively. Throughout the term of the lease agreements, the Company is responsible for paying certain operating costs, in addition to rent, such as common area maintenance, taxes, utilities, and insurance. These additional charges are considered variable lease costs and are recognized in the period in which costs are incurred. Maturities of the Company’s operating lease liabilities at September 30, 2023 were as follows (in thousands): Operating 2023 (excluding nine months ended September 30, 23) $ 1,354 2024 5,573 2025 5,728 2026 5,504 2027 5,532 Thereafter 29,520 Total lease payments 53,211 Less: imputed interest (1) 13,702 Present value of operating lease liabilities 39,509 Current portion of operating lease liabilities (2) 2,986 Operating lease liabilities, net of current portion $ 36,523 __________________________ (1) Calculated using the incremental borrowing rate (2) Included within Accrued expenses and other current liabilities line item on the Condensed Consolidated Balance Sheet. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments In connection with the commencement of the Company's Bentonville, Arkansas and Michigan leases in 2022, the Company issued standby letters of credit of $9.5 million and $1.1 million, respectively which are included in restricted cash within the accompanying consolidated balance sheet as of September 30, 2023. Refer to Note 10 for information regarding operating lease commitments. Legal Proceedings From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. On April 2, 2021 and April 9, 2021, the Company was named as a defendant in putative class action complaints filed in California on behalf of individuals who purchased or acquired shares of the Company’s stock during a specified period. Through the complaint, plaintiffs are seeking, among other things, compensatory damages. The Company has filed a pending motion to dismiss the complaints. On February 28, 2023, the court granted the Company’s motion to dismiss with leave to amend. On March 10, 2023, the lead plaintiff filed a second amended consolidated complaint. On March 23, 2023, the court entered a stipulated order setting a briefing schedule on the Company’s anticipated motion to dismiss the second amended consolidated complaint. On April 10, 2023, the court entered a stipulated order granting the lead plaintiff leave to file a third amended consolidated complaint and relieving defendants of any obligation to respond to the second amended consolidated complaint. Under the April 10, 2023 order, within 14 days of the release of any order regarding a settlement between the Company and the SEC, the parties shall confer and jointly submit a proposed schedule for the filing of any third amended consolidated complaint and for the filing of the defendant's response to the third amended consolidated complaint. The lead plaintiff filed a third amended consolidated complaint on September 8, 2023. The court entered a stipulated order setting the deadline to respond to the third amended consolidated complaint to December 7, 2023 and setting January 11, 2024 as the deadline for lead plaintiff's opposition to a motion to dismiss and February 8, 2024 as the deadline for a reply in support of a motion to dismiss the third amended consolidated complaint. The final determinations of liability arising from these litigation matters will only be made following comprehensive investigations and litigation processes. On August 4, 2023, the SEC announced settled charges against the Company, its former Chief Executive Officer, Ulrich Kranz, and its former Chief Financial Officer, Paul Balciunas, for making inaccurate revenue projections. The SEC also charged Canoo and Kranz with misconduct related to nearly $1 million in undisclosed executive compensation. Without admitting or denying the SEC's allegations, Kranz and Balciunas have each consented to the entry of judgments against them, which are subject to court approval. Kranz agreed to be permanently enjoined from violating the anti-fraud provision of Section 17(a)(3) of the Securities Act of 1933 and the proxy solicitation provisions of Section 14(a) of the Securities Exchange Act of 1934 and Rules 14a-3 and 14a-9 thereunder, as well as from aiding and abetting violations of the reporting provisions of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-11 thereunder. Kranz also consented to a three-year officer and director bar and payment of a $125,000 civil penalty. Balciunas agreed to be permanently enjoined from violating Section 14(a) of the Exchange Act and Rule 14a-3 thereunder, as well as from aiding and abetting violations of Section 13(a) of the Exchange Act and Rule 13a-11 thereunder. Balciunas further consented to a two-year officer and director bar, payment of $7,500 in disgorgement and prejudgment interest, and a $50,000 civil penalty. The SEC also instituted a related settled administrative proceeding against the Company. Without admitting or denying the findings, the Company agreed to the entry of a cease-and-desist order prohibiting further violations of Sections 17(a)(2) and (3) of the Securities Act, Sections 13(a) and 14(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, 14a-3 and 14a-9 thereunder. The Company also agreed to pay a civil penalty of $1.5 million. In March 2022, the Company received demand letters on behalf of shareholders of the Company identifying purchases and sales of the Company’s securities within a period of less than six months by DD Global Holdings Ltd. (“DDG”) that resulted in profits in violation of Section 16(b) of the Exchange Act. On May 9, 2022, the Company brought an action against DDG in the Southern District of New York seeking the disgorgement of the Section 16(b) profits obtained by DDG from such purchases and sales. In the action, the Company seeks to recover an estimated $61.1 million of Section 16(b) profits. On September 6, 2022, the Company filed an amended complaint. On September 20, 2022, DDG filed a motion to dismiss the amended complaint. The Company’s opposition to DDG’s motion to dismiss was filed on October 4, 2022 and briefing on the motion was completed when DDG filed its reply brief on October 11, 2022. On September 21, 2023, the court issued a decision denying DDG’s motion to dismiss. DDG’s answer to the amended complaint was filed on October 19, 2023. An initial pretrial conference is scheduled for January 12, 2024. Discovery has not yet commenced. At this time, the Company does not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, including the matters referenced above, to be material to the Company’s business or likely to result in a material adverse effect on its future operating results, financial condition or cash flows should such proceedings be resolved unfavorably. Indemnifications In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third-parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The Company provided indemnifications to certain of its officers and employees with respect to claims filed by a former employee. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On November 25, 2020, Canoo Holdings Ltd., prior to the Company's merger with HCAC ("Legacy Canoo") entered into an agreement, which remains in effect, with the CEO of the Company to reimburse Mr. Aquila for certain air travel expenses based on certain agreed upon criteria (“aircraft reimbursement”). The total aircraft reimbursement to Mr. Aquila for the use of an aircraft owned by Aquila Family Ventures, LLC (“AFV"), an entity controlled by Mr. Aquila, for the purposes related to the business of the Company was $0.2 million and $1.6 million for the three and nine months ended September 30, 2023, respectively. The reimbursement was approximately $0.1 million and $0.6 million for the three and nine months ended September 30, 2022, respectively. In addition, certain AFV staff provided the Company with shared services support in its Justin, Texas corporate office facility. For the three and nine months ended September 30, 2023, the Company paid AFV approximately $0.4 million and $1.4 million, respectively, for these services. For the three and nine months ended September 30, 2022, the Company paid AFV approximately $0.3 million and $0.8 million, respectively, for these services. On May 10, 2022, the Company entered into Common Stock Subscription Agreement providing for the purchase of an aggregate of $13.7 million shares of the Company’s Common Stock at a price of $3.65 per share for an aggregate purchase price of $50.0 million ("May 2022 PIPE"). The purchasers of the shares are special purpose vehicles managed by entities affiliated with Mr. Aquila. The closing of the May 2022 PIPE occurred on May 20, 2022. On November 9, 2022, the Company entered into Common Stock Subscription Agreement providing for the purchase of an aggregate of 9.0 million shares of Common Stock at a price of $1.11 per share for an aggregate purchase price of $10.0 million (the “November 2022 PIPE”). The purchasers of the shares are Mr. Aquila and a special purpose vehicle managed by entities affiliated with Mr. Aquila. The closing of the November 2022 PIPE occurred on November 18, 2022. On June 22, 2023, the Company entered into a Common Stock and Common Warrant Subscription Agreement with certain special purpose vehicles managed by entities affiliated with Mr. Aquila ("June 2023 PIPE"). The Subscription Agreement provides for the sale and issuance by the Company of 16.3 million shares of the Company’s Common Stock, together with warrants to purchase up to 16.3 million shares of Common Stock at a combined purchase price of $0.54 per share and accompanying warrants. The total net proceeds from the transaction was $8.8 million. The warrant issued is further discussed in Note 15. On August 4, 2023, the Company entered into a Common Stock and Common Warrant Subscription Agreement with certain special purpose vehicles managed by entities affiliated with Mr. Aquila ("August 2023 PIPE"). The Subscription Agreement provides for the sale and issuance by the Company of 5.6 million shares of the Company’s Common Stock, together with warrants to purchase up to 5.6 million shares of Common Stock at a combined purchase price of $0.54 per share and accompanying warrants. The total net proceeds from the transaction was $3.0 million. The warrant issued is further discussed in Note 15. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Equity | Equity At-The-Market Offering Program On August 8, 2022, the Company entered into an Equity Distribution Agreement (as supplemented by side letters entered into on August 8, 2022 and on October 5, 2022, the “ATM Sales Agreement”) with Evercore Group L.L.C. ("Evercore") and H.C. Wainwright & Co., LLC (collectively, the "agents"), to sell shares of Common Stock having an aggregate sales price of up to $200.0 million, from time to time, through an “at-the-market offering” program under which the agents act as sales agents (the “ATM Offering”). The sales are made by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The Company is not obligated to sell any shares of Common Stock under the ATM Sales Agreement and may at any time suspend solicitation and offers thereunder. On October 5, 2022, the Company entered into a Side Letter to the ATM Sales Agreement, pursuant to which, notwithstanding the existence of outstanding balances under the PPA (refer to Note 9) as of October 5, 2022, but only for so long as any portion of such balance is outstanding, the agents agreed to allow the Company to submit orders to sell Common Stock of the Company under the ATM Sales Agreement beginning on October 5, 2022. In addition, pursuant to the Side Letter to the ATM Sales Agreement, during the period from October 5, 2022 until the beginning of the third business day after the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2022: (i) only H.C. Wainwright may be designated as a Designated Manager under the ATM Sales Agreement and receive the entire compensation payable thereunder (equal to 3.0% of the gross proceeds of the shares of Common Stock sold), and (ii) for so long as H.C. Wainwright acts as the sole Designated Manager, H.C. Wainwright agreed to waive the additional fee of 1.5% of the gross proceeds from any sales under the ATM Sales Agreement. On February 28, 2023, Evercore delivered to us a notice to terminate the ATM Sales Agreement with respect to itself, which termination became effective on February 28, 2023. During the three and nine months ended September 30, 2023, the Company sold 1.9 million shares of Common Stock at prices ranging from $0.60 to $0.71 for net proceeds of $1.2 million under the ATM Offering. Yorkville Standby Equity Purchase Agreement On May 10, 2022, the Company entered into the SEPA with Yorkville. Pursuant to the SEPA, the Company could sell to Yorkville up to $250.0 million o f its shares of Common Stock, at the Company’s request any time during the 36 months following the execution of the SEPA. Under the agreement, the Company issued 14.2 million shares of Common Stock to Yorkville, respectively, for cash proceeds of $32.5 million with a portion of the shares issued a s non-cash stock purchase discount under the SEPA. Effective August 26, 2022, the Company terminated the SEPA. At the time of termination, there were no outstanding borrowings, advance notices, shares of Common Stock to be issued or fees due under the SEPA. Other Issuances of Equity On February 5, 2023, the Company entered into a securities purchase agreement ("SPA") with certain investors. The SPA provides for the sale and issuance by the Company of 50.0 million shares of the Company's Common Stock, together with warrants to purchase up to 50.0 million shares of Common Stock (the “SPA Warrants”) at a combined purchase price of $1.05 per share and accompanying warrants. The total net proceeds from the transaction was $49.4 million. On February 5, 2023, the Company also issued warrants to purchase 2.0 million shares of our Common Stock (the “Placement Agent Warrants”) to our placement agent as part of the compensation payable for acting as our exclusive placement agent in connection with the SPA. The Placement Agent Warrants had the same terms as the warrants issued under the SPA. These warrants are equity classified and were measured at fair value on the issuance date. As of September 30, 2023, $1.6 million is reflected on the condensed consolidated statement of stockholders' equity as it relates to the issuance of these warrants. The Company entered into other equity agreements including the Yorkville PPA and Convertible Debentures discussed in Note 9, the May 2022 PIPE, June 2023 PIPE, and August 2023 PIPE discussed in Note 12, and warrants issued to various parties discussed in Note 15. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation Restricted Stock Units The Company granted stock to compensate existing employees and attract top talent, primarily through various forms of equity, including restricted stock unit awards (“RSU”). Each RSU represents a contingent right to receive one share of Common Stock. During the three and nine months ended September 30, 2023, 9.6 million and 19.1 million RSUs were granted subject to time-based vesting, respectively. During the three and nine months ended September 30, 2022, 2.1 million and 13.8 million RSUs were granted subject to time-based vesting, respectively. The total fair value of restricted stock units granted during the three and nine months ended September 30, 2023 were $5.9 million and $12.7 million, respectively. The total fair value of restricted stock units granted during the three and nine months ended September 30, 2022 were $7.7 million and $54.8 million, respectively. Performance-Based Restricted Stock Units Performance stock unit awards (“PSU”) represent the right to receive a share of Common Stock if service, performance, and market conditions, or a combination thereof, are met over a defined period. PSUs that contain a market condition, such as stock price milestones, are subject to a Monte Carlo simulation model to determine the grant date fair value by simulating a range of possible future stock prices for the Company over the performance period. The grant date fair value of the market condition PSUs is recognized as compensation expense over the greater of the Monte Carlo simulation model’s derived service period and the arrangement’s explicit service period, assuming both conditions must be met. PSUs subject to performance conditions, such as operational milestones, are measured on the grant date, the total fair value of which is calculated as the product of the number of PSUs and the grant date stock price. Compensation expense for PSUs with a performance condition is recorded each period based upon a probability assessment of the expected outcome of the performance metric with a final adjustment upon measurement at the end of the performance period. The PSUs vest based on the Company's achievement of certain specified operational milestones by various dates through December 2025. The Company granted zero PSUs to employees during the three and nine months ended September 30, 2023, respectively. The Company granted 0.1 million and 4.3 million PSUs to employees during the three and nine months ended September 30, 2022, with a total grant date fair value of $0.1 million and $13.9 million, respectively. As of September 30, 2023, the Company's analysis determined that these operational milestone events are probable of achievement and as such, compensation expense excluding the impact of forfeitures of $0.8 million and $3.4 million has been recognized for previously awarded PSUs to employees during the three and nine months ended September 30, 2023, respectively. The compensation expense was recognized during the three and nine months ended September 30, 2022 was $3.0 million and $4.6 million, respectively. There were no PSUs granted to the CEO during the three and nine months ended September 30, 2023 and for the three and nine months ended September 30, 2022. The compensation expense recognized for previously awarded PSUs to the CEO was $3.5 million and $10.6 million for the three and nine months ended September 30, 2023, respectively. The compensation expense recognized for previously awarded PSUs to the CEO was $4.4 million and $13.5 million for the three and nine months ended September 30, 2022, respectively. The following table summarizes the Company’s stock-based compensation expense by line item for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Research and development $ 626 $ 8,217 $ 4,970 $ 23,342 Selling, general and administrative 6,282 11,310 18,481 37,638 Total $ 6,908 $ 19,527 $ 23,451 $ 60,980 The Company’s total unrecognized compensation cost as of September 30, 2023 was $28.4 million 2020 Employee Stock Purchase Plan The 2020 Employee Stock Purchase Plan (the “2020 ESPP”) was adopted by the board of directors on September 18, 2020, approved by the stockholders on December 18, 2020, and became effective on December 21, 2020 with the merger between HCAC and Legacy Canoo. On December 21, 2020, the board of directors delegated its authority to administer the 2020 ESPP to the Compensation Committee. The Compensation Committee determined that it is in the best interests of the Company and its stockholders to implement successive three-month purchase periods. The 2020 ESPP provides participating employees with the opportunity to purchase up to a maximum number of shares of Common Stock of 4,034,783, plus the number of shares of Common Stock that are automatically added on January 1st of each year for a period of ten years, in an amount equal to the lesser of (i) 1% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, and (ii) 8,069,566 shares of Common Stock. During the three and nine months ended September 30, 2023, total employee withholding contributions for the 2020 ESPP was $0.2 million and $0.8 million, respectively. During the three and nine months ended September 30, 2022, total employee withholding contributions for the 2020 ESPP was $0.5 million and $2.5 million, respectively. Approximately $0.1 million and $0.4 million of stock-based compensation expense was recognized for the 2020 ESPP during the three and nine months ended September 30, 2023, respectively, and $0.2 million and $1.1 million of stock-based compensation expense was recognized for the 2020 ESPP during the three and nine months ended September 30, 2022, respectively. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Warrants | Warrants Public Warrants As of September 30, 2023, the Company had 23,755,069 public warrants outstanding. Each public warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The public warrants will expire on December 21, 2025, or earlier upon redemption or liquidation. There were no public warrants exercised for the three and nine months ended September 30, 2023 and 2022. VDL Nedcar Warrants In February 2022, the Company and a company related to VDL Nedcar entered into an investment agreement, under which the VDL Nedcar-related company agreed to purchase shares of Common Stock for an aggregate value of $8.4 million, at the market price of Common Stock as of December 14, 2021. As a result, the Company issued 972,222 shares of Common Stock upon execution of the agreement. The Company also issued a warrant to purchase an aggregate 972,222 shares of Common Stock to VDL Nedcar at exercise prices ranging from $18 to $40 per share, which are classified as equity. The exercise period is from November 1, 2022 to November 1, 2025 ("Exercise Period"). The warrant can be exercised in whole or in part during the Exercise Period but can only be exercised in three equal tranches and after the stock price per Common Stock has reached at least the relevant exercise price. The $8.4 million received from VDL Nedcar is included as a financing cash inflow in the accompanying condensed consolidated statement of cash flows for the nine months ended September 30, 2022. The shares of Common Stock issued to VDL Nedcar are included in the accompanying condensed consolidated statement of stockholders' equity for the nine months ended September 30, 2022. Walmart Warrants On July 11, 2022, Canoo Sales, LLC, a wholly-owned subsidiary of the Company, entered into an Electric Vehicle Fleet Purchase Agreement (the “Walmart EV Fleet Purchase Agreement") with Walmart. Pursuant to the Walmart EV Fleet Purchase Agreement, subject to certain acceptance and performance criteria, Walmart agreed to purchase at least 4,500 EVs, with an option to purchase up to an additional 5,500 EVs, for an agreed upon capped price per unit determined based on the EV model. The Walmart EV Fleet Purchase Agreement (excluding any work order or purchase order as a part thereof) has a five-year term, unless earlier terminated. In connection with the Walmart EV Fleet Purchase Agreement, the Company entered into a Warrant Issuance Agreement with Walmart pursuant to which the Company issued to Walmart a Warrant to purchase an aggregate of 61.2 million shares of Common Stock, subject to certain anti-dilutive adjustments, at an exercise price of $2.15 per share, which represented approximately 20% ownership in the Company on a fully diluted basis as of the issuance date. As a result of the anti-dilution adjustments, the Warrant is currently exercisable for an aggregate of 64.4 million shares of Common Stock at a per share exercise price of $2.04. The Warrant has a term of 10 years and is vested with respect to 15.3 million shares of Common Stock. Thereafter, the Warrant will vest quarterly in amounts proportionate with the net revenue realized by the Company from transactions with Walmart or its affiliates under the Walmart EV Fleet Purchase Agreement or enabled by any other agreement between the Company and Walmart, and any net revenue attributable to any products or services offered by Walmart or its affiliates related to the Company, until such net revenue equals $300.0 million, at which time the Warrant will have vested fully. Since the counterparty is also a customer, the issuance of the Warrant was determined to be consideration payable to a customer within the scope of ASC 606, Revenue from Contracts with Customers , and was measured at fair value on the Warrant’s issuance date. Warrants that vested immediately resulted in a corresponding other asset presented on the condensed consolidated balance sheets under ASC 606 and amortized on a pro-rata basis, commencing upon initial performance, over the term of the Walmart EV Fleet Purchase Agreement. The fair value of the Warrants at the issuance date was measured using the Black-Scholes-Merton option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 10 Risk free interest rate 3.0 % Expected volatility 91.3 % Dividend yield — % Exercise price $ 2.15 Stock price $ 3.63 Estimates were determined as follows: (i) expected term based on the warrant’s contractual term, (ii) based on the blended volatilities of historical and implied market volatility of the Company, (iii) risk-free interest rates based on US Treasury yield for the expected term, and (iv) an expected dividend yield of zero percent was used since we did not yet and not yet presently expect to pay dividends. As of September 30, 2023, a total of 15.3 million warrants have vested, of which none have been exercised. Yorkville Warrants In connection with the Yorkville PPA discussed in Note 9, the Company issued warrants to Yorkville to purchase an aggregate of 29.6 million shares of Common Stock, with an exercise price of $1.15 per share and expiration date of December 31, 2023. On January 13, 2023 Yorkville partially exercised their option to increase their investment and the Company issued warrants to Yorkville to purchase an additional 4.6 million shares of Common Stock. Upon the expiration of the option on January 31, 2023, a $0.3 million gain was recognized as a result of remeasuring the warrant liability and $19.5 million was reclassified from liability to additional paid in capital. The exercise price of the warrants was adjusted to $1.05 per share on February 9, 2023 and subsequently adjusted to $0.62 per share on April 24, 2023. The fair value of the warrants upon the expiration of the option period was measured using the Black-Scholes-Merton option pricing model. The key inputs used in the valuation were as follows: Expected term (year) 0.9 Expected volatility 116.4 % Expected dividend rate — % Risk free rate 4.7 % Estimated fair value per warrant $ 0.57 Exercise price $ 1.05 Stock price $ 1.20 Estimates were determined as follows: (i) expected term based on the warrant’s contractual term, (ii) based on the blended volatilities of historical and implied market volatility of the Company, (iii) risk-free interest rates based on US Treasury yield for the expected term, and (iv) an expected dividend yield of zero percent was used since we did not yet and do not presently expect to pay dividends. As of September 30, 2023 the Company had issued warrants to Yorkville to purchase an aggregate of 34.2 million shares of Common Stock, of which all of the warrants have been exercised at a price of $0.62 per share, for gross cash proceeds of $21.2 million. SPA Warrants On February 5, 2023, the Company received net proceeds of $49.4 million in connection with the SPA. The Company issued warrants ("SPA warrants") to multiple parties to purchase an aggregate of 50.0 million shares of Common Stock, with an exercise price of $1.30 per share and will be initially exercisable beginning six months following the date of issuance and will expire five years from the initial exercise date. The warrants are liability classified and subject to periodic remeasurement. The fair value of the warrants was measured using the Black-Scholes-Merton option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 4.36 Expected volatility 113.3 % Expected dividend rate — % Risk free rate 4.61 % Estimated fair value per warrant $ 0.32 Exercise price $ 1.30 Stock price $ 0.49 Estimates were determined as follows: (i) expected term based on the warrant’s contractual term, (ii) based on the blended volatilities of historical and implied market volatility of the Company, (iii) risk-free interest rates based on US Treasury yield for the expected term, and (iv) an expected dividend yield of zero percent was used since we did not yet and not yet presently expect to pay dividends. As the common stock and warrants were issued in a single transaction, the total proceeds from the transaction were allocated among the freestanding instruments. The fair value of the warrants measured at issuance was $40.0 million, with the remaining proceeds allocated to the common stock, which is included in additional paid-in capital presented in the consolidated balance sheets. The fair value as of September 30, 2023 was $16.2 million resulting in a gain of $1.5 million and $23.8 million for the three and nine months ended September 30, 2023, respectively. None of the warrants have been exercised as of September 30, 2023. June 2023 PIPE On June 22, 2023, the Company received an aggregate of $8.8 million in connection with the Common Stock and Common Warrant Subscription Agreement. The Company issued warrants to multiple parties to purchase an aggregate of 16.3 million shares of Common Stock, with an exercise price of $0.67 per share and will be initially exercisable beginning six months following the date of issuance and will expire five years from the initial exercise date. The warrants are liability classified and subject to periodic remeasurement. The fair value of the warrants was measured using the Black-Scholes option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 5.23 Expected volatility 113.3 % Expected dividend rate — % Risk free rate 4.55 % Estimated fair value per warrant $0.39 Exercise price $0.67 Stock price $0.49 Estimates were determined as follows: (i) expected term based on the warrant’s contractual term, (ii) based on the blended volatilities of historical and implied market volatility of the Company, (iii) risk-free interest rates based on US Treasury yield for the expected term, and (iv) an expected dividend yield of zero percent was used since we did not yet and not yet presently expect to pay dividends. The fair value of the warrants measured at issuance was $7.0 million, with the remaining proceeds allocated to the common stock, which is included in additional paid-in capital presented in the consolidated balance sheets. As of September 30, 2023, the fair value of the warrants were $6.4 million resulting in a gain of $0.2 million and $0.6 million for the three and nine months ended September 30, 2023, respectively. None of the warrants have been exercised as of September 30, 2023. I-40 Warrants In connection with the lease agreement entered into with I-40 Partners discussed in Note 10, the Company issued warrants to I-40 Partners to purchase an aggregate of 2.3 million shares of Common Stock, with an exercise price of $0.65 per share and expiration date of October 7, 2028. The warrants are liability classified and subject to periodic remeasurement. The fair value of the warrants was measured using the Black-Scholes option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 5.02 Expected volatility 124.9 % Expected dividend rate — % Risk free rate 4.55 % Estimated fair value per warrant $0.39 Exercise Price $0.65 Stock Price $0.49 Estimates were determined as follows: (i) expected term based on the warrant’s contractual term, (ii) based on the blended volatilities of historical and implied market volatility of the Company, (iii) risk-free interest rates based on US Treasury yield for the expected term, and (iv) an expected dividend yield of zero percent was used since we did not yet and not yet presently expect to pay dividends. The fair value of the warrants measured at issuance and as of September 30, 2023 was $0.9 million. As of September 30, 2023, none of the warrants have been exercised. August 2023 PIPE On August 4, 2023, the Company received an aggregate of $3.0 million in connection with the Common Stock and Common Warrant Subscription Agreement. The Company issued warrants to multiple parties to purchase an aggregate of 5.6 million shares of Common Stock, with an exercise price of $0.67 per share and will be initially exercisable beginning six months months following the date of issuance and will expire five years from the initial exercise date. The warrants are liability classified and subject to periodic remeasurement. The fair value of the warrants was measured using the Black-Scholes option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 5.34 Expected volatility 113.3 % Expected dividend rate — % Risk free rate 4.55 % Estimated fair value per warrant $ 0.39 Exercise price $ 0.67 Stock price $ 0.49 Estimates were determined as follows: (i) expected term based on the warrant’s contractual term, (ii) based on the blended volatilities of historical and implied market volatility of the Company, (iii) risk-free interest rates based on US Treasury yield for the expected term, and (iv) an expected dividend yield of zero percent was used since we did not yet and not yet presently expect to pay dividends. As the common stock and warrants were issued in a single transaction, the total proceeds from the transaction were allocated among the freestanding instruments. The fair value of the warrants at issuance was $3.0 million, with the remaining proceeds allocated to the common stock, which is included in additional paid-in capital presented in the consolidated balance sheets. As of September 30, 2023, the fair value of the warrants was $2.2 million resulting in a gain of $0.8 million for the three and nine months ended September 30, 2023. None of the warrants have been exercised as of September 30, 2023. Convertible Debentures In connection with the Convertible Debentures discussed in Note 9, the Company issued warrants to Yorkville to purchase an aggregate of 127.3 million shares of Common Stock, with an exercise price of $0.54 per share. The warrants are immediately exercisable and will expire five years from the issuance date. The warrants are liability classified and subject to periodic remeasurement. The fair value of the warrants at the issuance date was measured using the Black-Scholes option pricing model. The key inputs used in the valuation were as follows: July Convertible Debenture August Convertible Debenture September Convertible Debenture Expected term (years) 4.75 4.84 4.99 Expected volatility 113.3 % 113.3 % 113.3 % Expected dividend rate — % — % — % Risk free rate 4.57 % 4.56 % 4.55 % Estimated fair value per warrant $ 0.39 $ 0.39 $ 0.40 Exercise price $ 0.54 $ 0.54 $ 0.54 Stock price $ 0.49 $ 0.49 $ 0.49 Estimates were determined as follows: (i) expected term based on the warrant’s contractual term, (ii) based on the blended volatilities of historical and implied market volatility of the Company, (iii) risk-free interest rates based on US Treasury yield for the expected term, and (iv) an expected dividend yield of zero percent was used since we did not yet and not yet presently expect to pay dividends. The Company elected to value of the Convertible Debentures at fair value therefore the total proceeds from the transaction were allocated among the freestanding financial instruments. Refer to Note 9 for additional discussion. The total fair value of the warrants measured at issuance was $61.5 million. The fair value as of September 30, 2023 was $50.0 million resulting in a gain of $11.5 million for the three and nine months ended September 30, 2023. As of September 30, 2023, none of the warrants have been exercised. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share For all periods presented, the shares included in computing basic net loss per share exclude restricted shares and shares issued upon the early exercise of share options where the vesting conditions have not been satisfied. Diluted net income per share adjusts basic net income per share for the impact of potential Common Stock shares. As the Company has reported net losses for all periods presented, all potential Common Stock shares are antidilutive, and accordingly, basic net loss per share equals diluted net loss per share. Net loss per share is presented in conformity with the two-class method required for participating securities. The following table presents the outstanding potentially dilutive shares that have been excluded from the computation of diluted net loss per share, because including them would have an anti-dilutive effect (in thousands): September 30, 2023 2022 Convertible debt (Note 9) 10,928 7,451 Restricted and performance stock units 37,177 33,257 Restricted common stock shares — 3,019 Early exercise of unvested stock options 69 870 Options to purchase common stock 110 197 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesAs the Company has not generated any taxable income since inception, the cumulative deferred tax assets remain fully offset by a valuation allowance, and no benefit from federal or state income taxes has been included in the condensed consolidated financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Purchase Agreement, Preferred Stock and Warrants On September 29, 2023, the Company entered into a securities purchase agreement (the "Preferred Stock Purchase Agreement") with an institutional investor (the "Preferred Stock Purchaser") in connection with the issuance, sale and delivery by the Company of an aggregate of 45,000 shares (the "Preferred Shares") of the Company’s 7.5% Series B Cumulative Perpetual Redeemable Preferred Stock, par value 0.0001 per share (the "Preferred Stock"), which is convertible into shares of the Company’s common stock, and pursuant to which the Company issued warrants to purchase approximately 23.0 million shares of Common Stock (the "Preferred Warrants"), for a total purchase price of $45.0 million. On October 12, 2023, the Company closed the sale of the Preferred Shares and the Preferred Warrants to the Preferred Stock Purchaser and filed the certificate of designation for the Preferred Stock. The transaction is initially recognized on the settlement date of October 12, 2023. Authorized Shares Amendment On October 5, 2023, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to Paragraph A of Article IV of the Company’s Second Amended and Restated Certificate of Incorporation to increase the Company’s number of shares of authorized common stock, par value 0.0001 per share, from 1.00 billion shares to 2.00 billion shares and the corresponding increase in the total number of authorized share of capital stock the Company may issue from 1.01 billion to 2.01 billion shares The Company has analyzed its operations subsequent to September 30, 2023, through the date these financial statements were issued and has determined that it does not have any additional material subsequent events to disclose. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company's unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC and accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting. Accordingly, certain notes or other information that are normally required by GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 30, 2023 (“Annual Report on Form 10-K”). Results of operations reported for interim periods are not necessarily indicative of results for the entire year. In the opinion of management, the Company has made all adjustments necessary to present fairly its condensed consolidated financial statements for the periods presented. Such adjustments are of a normal, recurring nature. The Company’s financial statements have been prepared under the assumption that the Company will continue as a going concern, which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. |
Consolidation | The accompanying unaudited condensed consolidated financial statements include the results of the Company and its subsidiaries. The Company’s comprehensive loss is the same as its net loss. |
Material Changes | Except for any updates below, no material changes have occurred with respect to the Company’s significant accounting policies disclosed in Note 2 of the Notes to the Consolidated Financial Statements in Part II, Item 8 of the Annual Report on Form 10-K. |
Macroeconomic Conditions | Macroeconomic Conditions Current adverse macroeconomic conditions, including but not limited to heightened inflation, slower growth or recession, changes to fiscal and monetary policy, higher interest rates, currency fluctuations, challenges in the supply chain could negatively affect our business. |
Property and Equipment, net | Property and Equipment, netConstruction-in-progress is stated at historical cost and is transferred to its respective depreciable asset class once the underlying asset is ready for its intended use. Depreciation of construction-in-progress begins only once placed into service, over the estimated useful life on a straight-line basis. Useful life determination requires significant judgment. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures , which provides a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurement. Fair value represents the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses the following hierarchy in measuring the fair value of the Company’s assets and liabilities, focusing on the most observable inputs when available: • Level 1 Quoted prices in active markets for identical assets or liabilities. • Level 2 Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company's financial assets and liabilities not measured at fair value on a recurring basis include cash and cash equivalents, restricted cash, short-term debt, accounts payable, and other current liabilities and are reflected in the financial statements at cost. Cost approximates fair value for these items due to their short-term nature. Contingent Earnout Shares Liability The Company has a contingent obligation to issue shares of Common Stock to certain stockholders and employees upon the achievement of certain market share price milestones within specified periods (the “Earnout Shares”). The Company determined that the right to Earnout Shares represents a contingent liability that meets the definition of a derivative and recognized it on the balance sheet at its fair value upon the grant date. The right to Earnout Shares is remeasured at fair value each period through earnings. The fair value is determined using Level 3 inputs, since estimating the fair value of this contingent liability requires the use of significant and subjective inputs that may and are likely to change over the duration of the liability with related changes in internal and external market factors. The tranches were valued using a Monte Carlo simulation of the stock prices using an expected volatility assumption based on the historical volatility of the price of the Company’s stock and implied volatility derived from the price of exchange traded options on the Company’s stock. Upon the occurrence of a bankruptcy or liquidation, any unissued Earnout Shares would be fully issued regardless of whether the share price target has been met. |
Convertible Debt | Convertible Debt The Company accounts for convertible debt that does not meet the criteria for equity treatment in accordance with the guidance contained in ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) : Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Accordingly, the Company elected to classify the April Convertible Debenture (defined below) as a liability at amortized cost using the effective interest method. The Company classifies convertible debt based on the re-payment terms and conditions. Any discounts or premiums on the convertible debt and costs incurred upon issuance of the convertible debt are amortized to interest expense over the terms of the related convertible debt. Convertible debt is also analyzed for the existence of embedded derivatives, which may require bifurcation from the convertible debt and separate accounting treatment. For derivative financial instruments that are accounted for as assets or liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. The variable conversion feature of the convertible debenture is considered a derivative. Refer to Note 9 for further information. The Company has elected the fair value option to account for the July Convertible Debenture, the August Convertible Debenture and the September Convertible Debenture (each, as defined in Note 9). The Company recorded the Convertible Debentures (as defined in Note 9) at fair value upon issuance. The Company records changes in fair value in the condensed consolidated statements of operations, with the exception of changes in fair value due to instrument-specific credit risk which, if present, will be recorded as a component of other comprehensive income. Interest expense related to the Convertible Debentures is included in the changes in fair value. As a result of applying the fair value option, direct costs and fees related to the Convertible Debentures were expensed as incurred. |
Warrants | Warrants The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity ("ASC 480"), then in accordance with ASC 815-40 ("ASC 815"), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock . Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date. Refer to Note 15 for information regarding the warrants issued. |
Revenue Recognition | Revenue Recognition The Company applies ASC 606, which governs how the Company recognizes revenue. Under ASC 606, the Company recognizes revenue when the Company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue pursuant to the five-step framework contained in ASC 606: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. Revenues include vehicle revenues resulting from the delivery of our vehicles to our customers as well as revenues derived from other streams including battery modules, and engineering services to our customers. The Company recognizes revenue related to the vehicles at a point in time when the customer obtains control of the vehicle either upon completion of delivery or upon pick up of the vehicle by the customer. The Company recognizes revenue from the provision of consulting services on a project basis. The Company's fixed price contracts related to these services contain a single performance obligation. Revenue for these services is recognized at a point in time as different phases of the project are delivered. |
Cost of Revenue | Cost of Revenue Cost of revenues primarily relates to the cost of production of vehicles and includes direct parts, material and labor costs, machinery and tooling depreciation, amortization of capitalized manufacturing costs, shipping and logistics costs, adjustments to write down the carrying value of inventory when it exceeds its estimated net realizable value |
Net loss per Share | Net loss per Share Basic and diluted net loss per share is computed by dividing net loss by the weighted-average number of the Company's common shares outstanding during the period, without consideration for potential dilutive securities. As the Company is in a loss position for the periods presented, diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive. |
Recently Issued Accounting Pronouncements Adopted and Not Yet Adopted | Recently Issued Accounting Pronouncements Adopted In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations ("ASU 2022-04"), which adds certain disclosure requirements for a buyer in a supplier finance program. The amendments require that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The amendments are expected to improve financial reporting by requiring new disclosures about the programs, thereby allowing financial statement users to better consider the effect of the programs on an entity’s working capital, liquidity, and cash flows. The amendments are effective for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods within those fiscal years, except for the requirement to disclose roll forward information, which is effective prospectively for fiscal years beginning after December 15, 2023. The adoption of ASU 2022-04 did not have a material impact on our unaudited condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements ("ASU 2023-01"), which amends certain provisions of ASC 842 that apply to arrangements between related parties under common control. Specifically, it amends the accounting for leasehold improvements. The amendments requires a lessee in a common-control lease arrangement to amortize leasehold improvements that it owns over the improvements’ useful life to the common control group, regardless of the lease term, if the lessee continues to control the use of the underlying asset through a lease. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted in any annual or interim period as of the beginning of the related fiscal year. The Company is currently assessing the provisions of this new pronouncement and evaluating any material impact that this guidance may have on our condensed consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Assets And Liabilities Measured At Fair Value On A Recurring Basis | The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis as required by ASC 820, by level, within the fair value hierarchy as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 Fair Value Level 1 Level 2 Level 3 Asset Derivative asset, current $ 2,205 $ — $ — $ 2,205 Liability Contingent earnout shares liability $ 170 $ — $ — $ 170 Derivative liability, current $ 538 $ — $ — $ 538 Convertible debt, current $ 27,941 $ — $ — $ 27,941 Convertible debt, non-current $ 44,836 $ — $ — $ 44,836 Warrant liability, non-current $ 75,651 $ — $ 75,651 $ — December 31, 2022 Fair Value Level 1 Level 2 Level 3 Liability Contingent earnout shares liability $ 3,013 $ — $ — $ 3,013 Warrant liability, current $ 17,171 $ — $ 17,171 $ — |
Schedule of Fair Value of the Initial Loans Based on Assumptions | The Company estimated the fair value of the Initial Loans based on assumptions used in the Monte Carlo simulation model using the following inputs as of the end of the reporting period: July Convertible Debenture August Convertible Debenture September Convertible Debenture Expected term (in years) 0.92 1.01 1.16 Stock price $0.49 $0.49 $0.49 Interest rate 3.0 % 3.0 % 3.0 % Expected volatility 113.2 % 112.2 % 111.7 % Expected dividend rate $ — $ — $ — Risk free rate 5.4 % 5.4 % 5.3 % The following table summarizes the Company’s stock-based compensation expense by line item for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Research and development $ 626 $ 8,217 $ 4,970 $ 23,342 Selling, general and administrative 6,282 11,310 18,481 37,638 Total $ 6,908 $ 19,527 $ 23,451 $ 60,980 The fair value of the Warrants at the issuance date was measured using the Black-Scholes-Merton option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 10 Risk free interest rate 3.0 % Expected volatility 91.3 % Dividend yield — % Exercise price $ 2.15 Stock price $ 3.63 The fair value of the warrants upon the expiration of the option period was measured using the Black-Scholes-Merton option pricing model. The key inputs used in the valuation were as follows: Expected term (year) 0.9 Expected volatility 116.4 % Expected dividend rate — % Risk free rate 4.7 % Estimated fair value per warrant $ 0.57 Exercise price $ 1.05 Stock price $ 1.20 Expected term (years) 4.36 Expected volatility 113.3 % Expected dividend rate — % Risk free rate 4.61 % Estimated fair value per warrant $ 0.32 Exercise price $ 1.30 Stock price $ 0.49 The warrants are liability classified and subject to periodic remeasurement. The fair value of the warrants was measured using the Black-Scholes option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 5.23 Expected volatility 113.3 % Expected dividend rate — % Risk free rate 4.55 % Estimated fair value per warrant $0.39 Exercise price $0.67 Stock price $0.49 The warrants are liability classified and subject to periodic remeasurement. The fair value of the warrants was measured using the Black-Scholes option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 5.02 Expected volatility 124.9 % Expected dividend rate — % Risk free rate 4.55 % Estimated fair value per warrant $0.39 Exercise Price $0.65 Stock Price $0.49 Expected term (years) 5.34 Expected volatility 113.3 % Expected dividend rate — % Risk free rate 4.55 % Estimated fair value per warrant $ 0.39 Exercise price $ 0.67 Stock price $ 0.49 July Convertible Debenture August Convertible Debenture September Convertible Debenture Expected term (years) 4.75 4.84 4.99 Expected volatility 113.3 % 113.3 % 113.3 % Expected dividend rate — % — % — % Risk free rate 4.57 % 4.56 % 4.55 % Estimated fair value per warrant $ 0.39 $ 0.39 $ 0.40 Exercise price $ 0.54 $ 0.54 $ 0.54 Stock price $ 0.49 $ 0.49 $ 0.49 |
Schedule of Fair Value of Convertible Debt and Earnout Shares Liability | Following is a summary of the change in fair value of the Convertible debt for the nine months ended September 30, 2023 and September 30, 2022 (in thousands). Nine months ended September 30, Convertible Debt 2023 2022 Beginning fair value — — Addition during the period $ 71,438 — Change in fair value during the period $ 1,339 — Ending fair value $ 72,777 — Following is a summary of the change in fair value of the Earnout Shares liability for the nine months ended September 30, 2023 and September 30, 2022 (in thousands). Nine Months Ended September 30, Earnout Shares Liability 2023 2022 Beginning fair value $ 3,013 $ 29,057 Change in fair value during the period $ (2,843) $ (22,869) Ending fair value $ 170 $ 6,188 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | Nine months ended September 30, Derivative liability 2023 2022 Beginning fair value — — Addition during the period 4,310 — Change in fair value during the period $ (2,998) — Derecognition of liability upon extinguishment of convertible debt $ (774) — Ending fair value $ 538 — Nine months ended September 30, Derivative asset 2023 2022 Beginning fair value — — Addition during the period 5,966 — Change in fair value during the period $ (3,761) — Ending fair value $ 2,205 — |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule Of Prepaids And Other Current Assets | Prepaids and other current assets consisted of the following (in thousands): September 30, 2023 December 31, 2022 Short term deposits $ 4,034 $ 3,755 Prepaid expense 8,447 5,133 Other current assets 313 462 Prepaids and other current assets $ 12,794 $ 9,350 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment, Net [Abstract] | |
Schedule of Property and Equipment, net | Property and equipment, net consisted of the following (in thousands): September 30, December 31, Tooling, machinery, and equipment 42,628 32,863 Computer hardware 8,921 8,850 Computer software 9,128 9,053 Building 28,475 — Land 5,800 — Vehicles 1,527 1,356 Furniture and fixtures 742 742 Leasehold improvements 18,101 14,956 Construction-in-progress 297,223 276,968 Total property and equipment 412,545 344,788 Less: Accumulated depreciation (44,020) (33,388) Property and equipment, net $ 368,525 $ 311,400 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses consisted of the following (in thousands): September 30, December 31, Accrued property and equipment purchases $ 29,123 $ 24,797 Accrued research and development costs 15,726 17,736 Accrued professional fees 7,951 8,112 Other accrued expenses 10,610 12,446 Total accrued expenses and other current liabilities $ 63,410 $ 63,091 |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Liability and Interest Expense for Failed Leaseback Transaction | Future minimum payments under the failed sale leaseback are as follows (in thousands): 2023 (excluding the nine months ended September 30, 2023) 543 2024 3,200 2025 3,635 2026 4,097 2027 4,302 Thereafter 26,031 Total payments 41,808 |
Schedule of Future Minimum Rental Payments for Operating Leases | Maturities of the Company’s operating lease liabilities at September 30, 2023 were as follows (in thousands): Operating 2023 (excluding nine months ended September 30, 23) $ 1,354 2024 5,573 2025 5,728 2026 5,504 2027 5,532 Thereafter 29,520 Total lease payments 53,211 Less: imputed interest (1) 13,702 Present value of operating lease liabilities 39,509 Current portion of operating lease liabilities (2) 2,986 Operating lease liabilities, net of current portion $ 36,523 __________________________ (1) Calculated using the incremental borrowing rate (2) Included within Accrued expenses and other current liabilities line item on the Condensed Consolidated Balance Sheet. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award | The Company estimated the fair value of the Initial Loans based on assumptions used in the Monte Carlo simulation model using the following inputs as of the end of the reporting period: July Convertible Debenture August Convertible Debenture September Convertible Debenture Expected term (in years) 0.92 1.01 1.16 Stock price $0.49 $0.49 $0.49 Interest rate 3.0 % 3.0 % 3.0 % Expected volatility 113.2 % 112.2 % 111.7 % Expected dividend rate $ — $ — $ — Risk free rate 5.4 % 5.4 % 5.3 % The following table summarizes the Company’s stock-based compensation expense by line item for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Research and development $ 626 $ 8,217 $ 4,970 $ 23,342 Selling, general and administrative 6,282 11,310 18,481 37,638 Total $ 6,908 $ 19,527 $ 23,451 $ 60,980 The fair value of the Warrants at the issuance date was measured using the Black-Scholes-Merton option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 10 Risk free interest rate 3.0 % Expected volatility 91.3 % Dividend yield — % Exercise price $ 2.15 Stock price $ 3.63 The fair value of the warrants upon the expiration of the option period was measured using the Black-Scholes-Merton option pricing model. The key inputs used in the valuation were as follows: Expected term (year) 0.9 Expected volatility 116.4 % Expected dividend rate — % Risk free rate 4.7 % Estimated fair value per warrant $ 0.57 Exercise price $ 1.05 Stock price $ 1.20 Expected term (years) 4.36 Expected volatility 113.3 % Expected dividend rate — % Risk free rate 4.61 % Estimated fair value per warrant $ 0.32 Exercise price $ 1.30 Stock price $ 0.49 The warrants are liability classified and subject to periodic remeasurement. The fair value of the warrants was measured using the Black-Scholes option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 5.23 Expected volatility 113.3 % Expected dividend rate — % Risk free rate 4.55 % Estimated fair value per warrant $0.39 Exercise price $0.67 Stock price $0.49 The warrants are liability classified and subject to periodic remeasurement. The fair value of the warrants was measured using the Black-Scholes option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 5.02 Expected volatility 124.9 % Expected dividend rate — % Risk free rate 4.55 % Estimated fair value per warrant $0.39 Exercise Price $0.65 Stock Price $0.49 Expected term (years) 5.34 Expected volatility 113.3 % Expected dividend rate — % Risk free rate 4.55 % Estimated fair value per warrant $ 0.39 Exercise price $ 0.67 Stock price $ 0.49 July Convertible Debenture August Convertible Debenture September Convertible Debenture Expected term (years) 4.75 4.84 4.99 Expected volatility 113.3 % 113.3 % 113.3 % Expected dividend rate — % — % — % Risk free rate 4.57 % 4.56 % 4.55 % Estimated fair value per warrant $ 0.39 $ 0.39 $ 0.40 Exercise price $ 0.54 $ 0.54 $ 0.54 Stock price $ 0.49 $ 0.49 $ 0.49 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award | The Company estimated the fair value of the Initial Loans based on assumptions used in the Monte Carlo simulation model using the following inputs as of the end of the reporting period: July Convertible Debenture August Convertible Debenture September Convertible Debenture Expected term (in years) 0.92 1.01 1.16 Stock price $0.49 $0.49 $0.49 Interest rate 3.0 % 3.0 % 3.0 % Expected volatility 113.2 % 112.2 % 111.7 % Expected dividend rate $ — $ — $ — Risk free rate 5.4 % 5.4 % 5.3 % The following table summarizes the Company’s stock-based compensation expense by line item for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Research and development $ 626 $ 8,217 $ 4,970 $ 23,342 Selling, general and administrative 6,282 11,310 18,481 37,638 Total $ 6,908 $ 19,527 $ 23,451 $ 60,980 The fair value of the Warrants at the issuance date was measured using the Black-Scholes-Merton option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 10 Risk free interest rate 3.0 % Expected volatility 91.3 % Dividend yield — % Exercise price $ 2.15 Stock price $ 3.63 The fair value of the warrants upon the expiration of the option period was measured using the Black-Scholes-Merton option pricing model. The key inputs used in the valuation were as follows: Expected term (year) 0.9 Expected volatility 116.4 % Expected dividend rate — % Risk free rate 4.7 % Estimated fair value per warrant $ 0.57 Exercise price $ 1.05 Stock price $ 1.20 Expected term (years) 4.36 Expected volatility 113.3 % Expected dividend rate — % Risk free rate 4.61 % Estimated fair value per warrant $ 0.32 Exercise price $ 1.30 Stock price $ 0.49 The warrants are liability classified and subject to periodic remeasurement. The fair value of the warrants was measured using the Black-Scholes option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 5.23 Expected volatility 113.3 % Expected dividend rate — % Risk free rate 4.55 % Estimated fair value per warrant $0.39 Exercise price $0.67 Stock price $0.49 The warrants are liability classified and subject to periodic remeasurement. The fair value of the warrants was measured using the Black-Scholes option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 5.02 Expected volatility 124.9 % Expected dividend rate — % Risk free rate 4.55 % Estimated fair value per warrant $0.39 Exercise Price $0.65 Stock Price $0.49 Expected term (years) 5.34 Expected volatility 113.3 % Expected dividend rate — % Risk free rate 4.55 % Estimated fair value per warrant $ 0.39 Exercise price $ 0.67 Stock price $ 0.49 July Convertible Debenture August Convertible Debenture September Convertible Debenture Expected term (years) 4.75 4.84 4.99 Expected volatility 113.3 % 113.3 % 113.3 % Expected dividend rate — % — % — % Risk free rate 4.57 % 4.56 % 4.55 % Estimated fair value per warrant $ 0.39 $ 0.39 $ 0.40 Exercise price $ 0.54 $ 0.54 $ 0.54 Stock price $ 0.49 $ 0.49 $ 0.49 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the outstanding potentially dilutive shares that have been excluded from the computation of diluted net loss per share, because including them would have an anti-dilutive effect (in thousands): September 30, 2023 2022 Convertible debt (Note 9) 10,928 7,451 Restricted and performance stock units 37,177 33,257 Restricted common stock shares — 3,019 Early exercise of unvested stock options 69 870 Options to purchase common stock 110 197 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 8,260 | $ 6,815 | $ 36,589 |
Cash flow from operating activities | $ (191,435) | $ (329,863) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule Of Assets And Liabilities Measured At Fair Value On A Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | $ 2,205 | $ 0 |
Derivative liability | 538 | 0 |
Convertible debt, current | 37,670 | 34,829 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible debt, current | 27,941 | |
Convertible debt, non-current | 44,836 | |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible debt, current | 0 | |
Convertible debt, non-current | 0 | |
Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible debt, current | 0 | |
Convertible debt, non-current | 0 | |
Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible debt, current | 27,941 | |
Convertible debt, non-current | 44,836 | |
Contingent earnout shares liability | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 170 | 3,013 |
Contingent earnout shares liability | Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 0 | 0 |
Contingent earnout shares liability | Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 0 | 0 |
Contingent earnout shares liability | Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 170 | 3,013 |
Derivative liability, current | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 538 | |
Derivative liability, current | Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | |
Derivative liability, current | Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | |
Derivative liability, current | Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 538 | |
Warrant liability, non-current | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 75,651 | 17,171 |
Warrant liability, non-current | Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 0 | 0 |
Warrant liability, non-current | Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 75,651 | 17,171 |
Warrant liability, non-current | Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 0 | $ 0 |
Derivative asset, current | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 2,205 | |
Derivative asset, current | Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | |
Derivative asset, current | Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | |
Derivative asset, current | Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | $ 2,205 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value of the Initial Loans Based on Assumptions (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Expected term (in years) | 10 months 21 days |
Stock price (in dollars per share) | $ 0.63 |
Expected volatility | 5.30% |
Dividend yield | 0% |
Yorkville Warrants | July Convertible Debenture | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Expected term (in years) | 11 months 1 day |
Stock price (in dollars per share) | $ 0.49 |
Interest rate | 3% |
Expected volatility | 113.20% |
Dividend yield | 0% |
Risk free interest rate | 5.40% |
Yorkville Warrants | August Convertible Debenture | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Expected term (in years) | 1 year 3 days |
Stock price (in dollars per share) | $ 0.49 |
Interest rate | 3% |
Expected volatility | 112.20% |
Dividend yield | 0% |
Risk free interest rate | 5.40% |
Yorkville Warrants | September Convertible Debenture | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Expected term (in years) | 1 year 1 month 28 days |
Stock price (in dollars per share) | $ 0.49 |
Interest rate | 3% |
Expected volatility | 111.70% |
Dividend yield | 0% |
Risk free interest rate | 5.30% |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | |||||||||
Jul. 22, 2022 $ / shares | Jul. 21, 2022 | Jul. 20, 2022 $ / shares | Dec. 21, 2020 shares item $ / shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Apr. 24, 2023 $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Number of tranches for issuance | item | 3 | ||||||||||
Number of shares issued or issuable (in shares) | shares | 10 | 10 | |||||||||
Purchase share price (in dollars per share) | $ 0.63 | $ 0.63 | |||||||||
Expected volatility | 5.30% | ||||||||||
Purchase price of common stock, percent | 130.40% | ||||||||||
Dividend yield | 0% | ||||||||||
Expected term (in years) | 10 months 21 days | ||||||||||
Derivative, notional amount | $ | $ 3,700 | $ 3,700 | |||||||||
Beginning fair value | $ | 538 | $ 0 | 538 | $ 0 | $ 0 | $ 0 | |||||
Loss on fair value change in derivative asset | $ | $ 3,761 | 0 | $ 3,761 | 0 | |||||||
Yorkville | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Purchase share price (in dollars per share) | $ 0.50 | $ 1 | $ 0.14 | ||||||||
Purchase price of common stock, percent | 110% | 95% | 120% | ||||||||
Yorkville | Third Pre Paid Advance Agreement Member | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Purchase share price (in dollars per share) | $ 0.49 | $ 0.49 | |||||||||
Expected volatility | 5.30% | ||||||||||
Purchase price of common stock, percent | 111.20% | ||||||||||
Dividend yield | 0% | ||||||||||
Expected term (in years) | 1 year 2 months 12 days | ||||||||||
Beginning fair value | $ | $ 2,205 | $ 0 | $ 2,205 | $ 0 | $ 0 | $ 0 | |||||
Securities Purchase Agreement | Terex USA, LLC | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Purchase share price (in dollars per share) | $ 0.49 | $ 0.49 | |||||||||
Money market funds, at carrying value | $ | $ 2,300 | $ 2,300 | |||||||||
Expected volatility | 5.50% | ||||||||||
Purchase price of common stock, percent | 113% | ||||||||||
Dividend yield | 0% | ||||||||||
Expected term (in years) | 6 months 7 days | ||||||||||
Derivative, notional amount | $ | $ 500 | $ 500 | |||||||||
Contingent Consideration, Earnout Shares, Tranche 1 | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Contingent consideration number of earnout shares | shares | 5 | ||||||||||
Earnout share price target | $ 18 | ||||||||||
Earnout Shares Liability | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Contingent consideration number of earnout shares | shares | 15 | ||||||||||
Contingent Consideration, Earnout Shares, Tranche 2 | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Contingent consideration number of earnout shares | shares | 5 | ||||||||||
Earnout share price target | $ 25 | ||||||||||
Share price target period | 4 years | ||||||||||
Contingent Consideration, Earnout Shares, Tranche 3 | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Contingent consideration number of earnout shares | shares | 5 | ||||||||||
Earnout share price target | $ 30 | ||||||||||
Share price target period | 5 years |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value of Convertible Debt and Earnout Shares Liability (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Convertible Debt | ||
Fair Value Of The Earnout Shares And Private Placement Warrants [Roll Forward] | ||
Beginning fair value | $ 0 | $ 0 |
Addition during the period | 71,438 | 0 |
Change in fair value during the period | 1,339 | 0 |
Ending fair value | 72,777 | 0 |
Earnout Shares Liability | ||
Fair Value Of The Earnout Shares And Private Placement Warrants [Roll Forward] | ||
Beginning fair value | 3,013 | 29,057 |
Change in fair value during the period | (2,843) | (22,869) |
Ending fair value | $ 170 | $ 6,188 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Liability (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning fair value | $ 0 | $ 0 |
Addition during the period | 4,310 | 0 |
Change in fair value during the period | 2,998 | 0 |
Derecognition of liability upon extinguishment of convertible debt | 774 | 0 |
Ending fair value | $ 538 | $ 0 |
Fair Value Measurements - Der_2
Fair Value Measurements - Derivative Asset (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning fair value | $ 0 | $ 0 |
Addition during the period | 4,310 | 0 |
Change in fair value during the period | (2,998) | 0 |
Ending fair value | 538 | 0 |
Yorkville | Third Pre Paid Advance Agreement Member | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning fair value | 0 | 0 |
Addition during the period | 5,966 | 0 |
Change in fair value during the period | (3,761) | 0 |
Ending fair value | $ 2,205 | $ 0 |
Prepaids and Other Current As_3
Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Short term deposits | $ 4,034 | $ 3,755 |
Prepaid expense | 8,447 | 5,133 |
Other current assets | 313 | 462 |
Prepaids and other current assets | $ 12,794 | $ 9,350 |
Inventory (Details)
Inventory (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||||
Carrying value of inventory | $ 5,700,000 | $ 5,700,000 | $ 3,000,000 | |
Inventory write-downs | $ 400,000 | $ 366,000 | $ 0 | $ 0 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 412,545 | $ 412,545 | $ 344,788 | ||
Less: Accumulated depreciation | (44,020) | (44,020) | (33,388) | ||
Property and equipment, net | 368,525 | 368,525 | 311,400 | ||
Depreciation | 1,495 | $ 3,449 | 10,632 | $ 9,020 | |
Tooling, machinery, and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 42,628 | 42,628 | 32,863 | ||
Computer hardware | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 8,921 | 8,921 | 8,850 | ||
Computer software | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 9,128 | 9,128 | 9,053 | ||
Building | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 28,475 | 28,475 | 0 | ||
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 5,800 | 5,800 | 0 | ||
Vehicles | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 1,527 | 1,527 | 1,356 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 742 | 742 | 742 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 18,101 | 18,101 | 14,956 | ||
Construction-in-progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 297,223 | $ 297,223 | $ 276,968 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Liabilities, Current [Abstract] | ||
Accrued property and equipment purchases | $ 29,123 | $ 24,797 |
Accrued research and development costs | 15,726 | 17,736 |
Accrued professional fees | 7,951 | 8,112 |
Other accrued expenses | 10,610 | 12,446 |
Total accrued expenses and other current liabilities | $ 63,410 | $ 63,091 |
Convertible Debt (Details)
Convertible Debt (Details) $ / shares in Units, shares in Millions | 3 Months Ended | 9 Months Ended | ||||||||||||||||||||
Sep. 26, 2023 USD ($) tradingDay $ / shares shares | Sep. 11, 2023 USD ($) $ / shares | Aug. 02, 2023 USD ($) tradingDay $ / shares shares | Jun. 30, 2023 USD ($) tradingDay $ / shares | Apr. 24, 2023 USD ($) $ / shares | Jan. 13, 2023 USD ($) | Dec. 31, 2022 USD ($) | Nov. 11, 2022 shares | Nov. 10, 2022 USD ($) | Sep. 06, 2022 shares | Aug. 26, 2022 USD ($) | Jul. 22, 2022 USD ($) $ / shares | Jul. 21, 2022 | Jul. 20, 2022 USD ($) $ / shares | May 10, 2022 | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) tradingDay $ / shares shares | Sep. 30, 2022 USD ($) | Apr. 23, 2023 USD ($) | Nov. 09, 2022 $ / shares | Oct. 05, 2022 USD ($) | |
Debt Conversion [Line Items] | ||||||||||||||||||||||
Purchase price of common stock, percent | 130.40% | |||||||||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 0.63 | $ 0.63 | ||||||||||||||||||||
Proceeds from PPA | $ 16,751,000 | $ 89,100,000 | ||||||||||||||||||||
Loss on extinguishment of debt | $ 2,573,000 | $ 4,095,000 | 30,261,000 | 4,095,000 | ||||||||||||||||||
Other noncash income (expense) | (839,000) | 0 | ||||||||||||||||||||
Non-cash interest expense | $ 2,234,000 | $ 1,316,000 | ||||||||||||||||||||
Convertible Debt | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Purchase price of common stock, percent | 95% | |||||||||||||||||||||
Convertible Debt | Second Convertible Debentures and Warrants | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Debt instrument exercise price (in dollars per share) | $ / shares | $ 0.67 | |||||||||||||||||||||
Convertible Debt | Third Convertible Debentures and Warrants | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Debt instrument exercise price (in dollars per share) | $ / shares | $ 0.67 | |||||||||||||||||||||
Convertible Debt | Fourth Convertible Debentures and Warrants | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Debt instrument exercise price (in dollars per share) | $ / shares | $ 0.67 | |||||||||||||||||||||
Common stock | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 0.62 | $ 0.62 | $ 1.11 | |||||||||||||||||||
Yorkville Warrants | Convertible Debt | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Long-Term Debt | $ 1,300,000 | $ 1,300,000 | ||||||||||||||||||||
Loss On Issuance Of Debt | (69,600,000) | (69,600,000) | ||||||||||||||||||||
Convertible debt, fair value | 72,800,000 | $ 72,800,000 | ||||||||||||||||||||
Yorkville Warrants | Convertible Debt | Second Convertible Debentures and Warrants | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Aggregate principal amount | $ 26,600,000 | |||||||||||||||||||||
Percentage of original issue discount | 6% | |||||||||||||||||||||
Number of days to exceed target price | tradingDay | 5 | |||||||||||||||||||||
Yorkville Warrants | Convertible Debt | Third Convertible Debentures and Warrants | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Aggregate principal amount | $ 27,900,000 | |||||||||||||||||||||
Unamortized discount, percent | 6% | |||||||||||||||||||||
Additional aggregate principal amount | $ 53,200,000 | |||||||||||||||||||||
Number of days to exceed target price | tradingDay | 20 | |||||||||||||||||||||
Principal amount, exercised | $ 53,200,000 | |||||||||||||||||||||
Yorkville Warrants | Convertible Debt | Fourth Convertible Debentures and Warrants | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Aggregate principal amount | $ 15,000,000 | |||||||||||||||||||||
Percentage of original issue discount | 16.50% | |||||||||||||||||||||
Number of days to exceed target price | tradingDay | 20 | |||||||||||||||||||||
Principal amount, exercised | $ 30,000,000 | |||||||||||||||||||||
Yorkville Warrants | Common stock | Convertible Debt | Third Convertible Debentures and Warrants | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 0.54 | |||||||||||||||||||||
Yorkville Warrants | Common stock | Convertible Debt | Fourth Convertible Debentures and Warrants | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 0.54 | |||||||||||||||||||||
Yorkville Warrants | Common stock | Convertible Debt | Minimum | Third Convertible Debentures and Warrants | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Issuance of shares under Legal Settlement (in shares) | shares | 49.6 | |||||||||||||||||||||
Yorkville Warrants | Common stock | Convertible Debt | Minimum | Fourth Convertible Debentures and Warrants | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Issuance of shares under Legal Settlement (in shares) | shares | 28 | |||||||||||||||||||||
YA II PN, Ltd | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Pre-paid advance agreement, in cash advances | $ 50,000,000 | |||||||||||||||||||||
Pre-paid advance agreement, in commitment amount | $ 300,000,000 | |||||||||||||||||||||
Purchase price of common stock, percent | 110% | 95% | 120% | |||||||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 0.14 | $ 0.50 | $ 1 | |||||||||||||||||||
Number of trading days | tradingDay | 5 | |||||||||||||||||||||
Pre-paid advance agreement, annual rate | 5% | |||||||||||||||||||||
Pre-paid advance agreement, increase upon to default | 15% | |||||||||||||||||||||
Maturity period (in months) | 15 months | |||||||||||||||||||||
Repayments on pre-paid purchase agreement | $ 2,500,000 | |||||||||||||||||||||
Loss on extinguishment of debt | 26,700,000 | |||||||||||||||||||||
Other noncash income (expense) | 500,000 | |||||||||||||||||||||
Non-cash interest expense | 100,000 | $ 5,500,000 | ||||||||||||||||||||
YA II PN, Ltd | Convertible Debt | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 0.10 | |||||||||||||||||||||
Number of trading days | tradingDay | 5 | |||||||||||||||||||||
Maturity period (in months) | 14 months | |||||||||||||||||||||
Aggregate fair value | $ 41,400,000 | $ 800,000 | $ 800,000 | $ 45,100,000 | ||||||||||||||||||
Number of consecutive trading days | tradingDay | 7 | |||||||||||||||||||||
Option, number of consecutive trading days | tradingDay | 3 | |||||||||||||||||||||
Option, number of trading days | tradingDay | 10 | |||||||||||||||||||||
Redemption premium | 5% | |||||||||||||||||||||
Aggregate principal amount | $ 48,000,000 | |||||||||||||||||||||
Percentage of original issue discount | 6% | |||||||||||||||||||||
Standby equity purchase agreement, exchange cap, maximum ownership amount | $ 95,400,000 | |||||||||||||||||||||
Stated interest rate | 1% | |||||||||||||||||||||
Debt instrument, interest rate, increase (decrease) | 15% | |||||||||||||||||||||
YA II PN, Ltd | April Convertible Debenture | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 1 | |||||||||||||||||||||
YA II PN, Ltd | July Convertible Debenture | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 0.50 | |||||||||||||||||||||
YA II PN, Ltd | July, August And September Convertible Debentures | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Stated interest rate | 3% | |||||||||||||||||||||
YA II PN, Ltd | Additional paid-in capital | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Amount allocated to convertible debt from option exercised | $ 3,700,000 | |||||||||||||||||||||
YA II PN, Ltd | First Pre Paid Advance Agreement Member | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Proceeds from PPA | $ 49,500,000 | |||||||||||||||||||||
YA II PN, Ltd | First Pre Paid Advance Agreement Member | Common stock | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Issuance of shares under Legal Settlement (in shares) | shares | 15.1 | |||||||||||||||||||||
YA II PN, Ltd | Second Pre Paid Advance Agreement Member | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Proceeds from PPA | $ 39,600,000 | |||||||||||||||||||||
Prepaid advance agreement, discount percent | 0.01 | |||||||||||||||||||||
YA II PN, Ltd | Side Letter To Pre Paid Advance Agreement Member | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Pre-paid advance to minimum of settlement | $ 1,000,000 | |||||||||||||||||||||
YA II PN, Ltd | Third Pre Paid Advance Agreement Member | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Purchase price of common stock, percent | 111.20% | |||||||||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 0.49 | $ 0.49 | ||||||||||||||||||||
Proceeds from PPA | $ 20,000,000 | |||||||||||||||||||||
YA II PN, Ltd | Fourth Pre Paid Advance Agreement Member | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Proceeds from PPA | $ 32,000,000 | |||||||||||||||||||||
Proceeds from additional amount of prepaid advance agreement | 8,500,000 | |||||||||||||||||||||
Proceeds from partial exercise prepaid advance agreement | $ 5,300,000 | |||||||||||||||||||||
Net proceeds from exercise in prepaid advance agreement | $ 5,000,000 | |||||||||||||||||||||
Aggregate fair value | $ 14,800,000 | $ 14,800,000 | ||||||||||||||||||||
YA II PN, Ltd | Fourth Pre Paid Advance Agreement Member | Additional paid-in capital | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Amount allocated to convertible debt from option exercised | $ 2,300,000 | |||||||||||||||||||||
YA II PN, Ltd | Pre Paid Advance Agreement | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Redemption premium | 3% | 3% | ||||||||||||||||||||
YA II PN, Ltd | Fifth Pre Paid Advance Agreement | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Proceeds from PPA | $ 12,500,000 | |||||||||||||||||||||
Amount allocated to convertible debt from option exercised | 6,000,000 | |||||||||||||||||||||
Proceed from commitment fee and the purchase price discount provided for prepaid advance agreement | $ 11,800,000 | |||||||||||||||||||||
YA II PN, Ltd | Fifth Pre Paid Advance Agreement | Maximum | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 0.50 | |||||||||||||||||||||
YA II PN, Ltd | Fifth Pre Paid Advance Agreement | Minimum | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 0.10 | |||||||||||||||||||||
YA II PN, Ltd | Common stock | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Exchange cap, maximum ownership percent | 19.90% | |||||||||||||||||||||
Issuance of shares under Legal Settlement (in shares) | shares | 14.2 | |||||||||||||||||||||
YA II PN, Ltd | Common stock | Convertible Debt | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Issuance of shares under Legal Settlement (in shares) | shares | 95.4 | |||||||||||||||||||||
Loss on extinguishment of debt | $ 3,500,000 | |||||||||||||||||||||
YA II PN, Ltd | Common stock | Second Pre Paid Advance Agreement Member | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Issuance of shares under Legal Settlement (in shares) | shares | 19.4 | |||||||||||||||||||||
YA II PN, Ltd | Common stock | Pre Paid Advance Agreement | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Issuance of shares under Legal Settlement (in shares) | shares | 66.8 | |||||||||||||||||||||
YA II PN, Ltd | Common stock | Fifth Pre Paid Advance Agreement | ||||||||||||||||||||||
Debt Conversion [Line Items] | ||||||||||||||||||||||
Issuance of shares under Legal Settlement (in shares) | shares | 15.1 |
Operating leases - Narrative (D
Operating leases - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Nov. 09, 2022 USD ($) a ft² | Nov. 01, 2022 option | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Apr. 07, 2023 USD ($) | Jan. 31, 2023 squareFoot | Dec. 31, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | |||||||||
Number of options to extend the lease term | option | 1 | ||||||||
Operating lease renewal term (in years) | 5 years | ||||||||
Lease not yet commenced, operating lease liability to be paid | $ 300 | $ 300 | $ 44,300 | ||||||
Operating lease equity liability for fully non-refundable shares | $ 1,500 | ||||||||
Lease premium over the original purchase price | 1.50 | ||||||||
Operating lease, weighted average discount rate, percent | 6.70% | 6.70% | |||||||
Operating lease right-of-use assets | $ 37,099 | $ 37,099 | $ 39,331 | ||||||
Operating lease liability | 39,509 | 39,509 | 40,800 | ||||||
Current portion of operating lease liabilities | $ 2,986 | $ 2,986 | $ 2,200 | ||||||
Weighted average remaining lease term (in years) | 8 years 10 months 24 days | 8 years 10 months 24 days | 9 years 8 months 12 days | ||||||
I-40 Warrants | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Aggregate fair value | $ 900 | $ 900 | |||||||
Derivative liability | 600 | $ 600 | |||||||
Imputed interest rate | 10% | ||||||||
Maximum | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Lease term (in years) | 10 years | ||||||||
Minimum | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Lease term (in years) | 5 years | ||||||||
Real Estate Facility In Justin, Texas | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Number of square feet | squareFoot | 8,000 | ||||||||
Term of lease (in years) | 3 years 5 months | ||||||||
OKLAHOMA | Purchase And Sale Agreement For Manufacturing Facility | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Asset acquired, building, number of square feet | ft² | 630,000 | ||||||||
Area of land (in acres) | a | 121 | ||||||||
Payments to acquire facility | $ 34,200 | ||||||||
TEXAS | Related Party | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Related party lease expense | $ 200 | $ 100 | $ 500 | $ 400 |
Operating Leases - Schedule of
Operating Leases - Schedule of Failed Leaseback Liability and Interest Expense (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Leases [Abstract] | |
2023 (excluding the nine months ended September 30, 2023) | $ 543 |
2024 | 3,200 |
2025 | 3,635 |
2026 | 4,097 |
2027 | 4,302 |
Thereafter | 26,031 |
Total payments | $ 41,808 |
Operating Leases - Maturity (De
Operating Leases - Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Operating Lease | ||
2023 (excluding nine months ended September 30, 23) | $ 1,354 | |
2024 | 5,573 | |
2025 | 5,728 | |
2026 | 5,504 | |
2027 | 5,532 | |
Thereafter | 29,520 | |
Total lease payments | 53,211 | |
Less: imputed interest | 13,702 | |
Present value of operating lease liabilities | 39,509 | $ 40,800 |
Current portion of operating lease liabilities | 2,986 | 2,200 |
Operating lease liabilities, net of current portion | $ 36,523 | $ 38,608 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Aug. 04, 2023 | Apr. 10, 2023 | Sep. 30, 2023 | May 09, 2022 |
Long-term Purchase Commitment [Line Items] | ||||
Amended complaint filing period (in days) | 14 days | |||
Pending Litigation | DD Global Holdings Ltd | ||||
Long-term Purchase Commitment [Line Items] | ||||
Estimated possible recovery of Section 16(b) profits | $ 61,100,000 | |||
SEC Penalty Settlment | Settled Litigation | ||||
Long-term Purchase Commitment [Line Items] | ||||
Settlement amount | $ 1,500,000 | |||
Chief Executive Officer | SEC Penalty Settlment | Settled Litigation | ||||
Long-term Purchase Commitment [Line Items] | ||||
Settlement amount | $ 125,000 | |||
Officer and Director bar (in years) | 3 years | |||
Chief Financial Officer | SEC Penalty Settlment | Settled Litigation | ||||
Long-term Purchase Commitment [Line Items] | ||||
Settlement amount | $ 50,000 | |||
Settlement interest | $ 7,500 | |||
Officer and Director bar (in years) | 2 years | |||
Letter of Credit | ||||
Long-term Purchase Commitment [Line Items] | ||||
Restricted cash | $ 9,500,000 | |||
Standby Letters of Credit | ||||
Long-term Purchase Commitment [Line Items] | ||||
Restricted cash | $ 1,100,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||||||
Aug. 04, 2023 | Jun. 22, 2023 | Nov. 09, 2022 | May 10, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Feb. 05, 2023 | |
Related Party Transaction [Line Items] | |||||||||
Purchase share price (in dollars per share) | $ 0.63 | $ 0.63 | |||||||
Common stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Purchase share price (in dollars per share) | $ 1.11 | $ 0.62 | $ 0.62 | ||||||
Common stock | Board of Directors Chairman | Related Party | |||||||||
Related Party Transaction [Line Items] | |||||||||
Purchase share price (in dollars per share) | $ 3.65 | ||||||||
PIPE | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issuance of shares under Legal Settlement (Note 11) | $ 10 | ||||||||
PIPE | Board of Directors Chairman | Related Party | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issuance of shares under Legal Settlement (Note 11) | $ 50 | ||||||||
PIPE | Common stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issuance of shares under Legal Settlement (in shares) | 9 | ||||||||
PIPE | Common stock | Board of Directors Chairman | Related Party | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issuance of shares under Legal Settlement (in shares) | 13.7 | ||||||||
Warrant Agreement | Registered Direct Offering & Placement Agency Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Corresponding increase in the total number of authorized share (in shares) | 50 | ||||||||
Warrant Agreement | Registered Direct Offering & Placement Agency Agreement | Board of Directors Chairman | Related Party | |||||||||
Related Party Transaction [Line Items] | |||||||||
Corresponding increase in the total number of authorized share (in shares) | 16.3 | ||||||||
Warrant Agreement | Securities Purchase Agreement | Board of Directors Chairman | Related Party | |||||||||
Related Party Transaction [Line Items] | |||||||||
Purchase share price (in dollars per share) | $ 0.54 | $ 0.54 | |||||||
Corresponding increase in the total number of authorized share (in shares) | 16.3 | ||||||||
Proceeds from issuance of warrants | $ 3 | $ 8.8 | |||||||
Common Stock Subscription Agreement | Registered Direct Offering & Placement Agency Agreement | Board of Directors Chairman | Related Party | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | 5.6 | ||||||||
Common Warrant Subscription Agreement | Securities Purchase Agreement | Board of Directors Chairman | Related Party | |||||||||
Related Party Transaction [Line Items] | |||||||||
Corresponding increase in the total number of authorized share (in shares) | 5.6 | ||||||||
Related Party Aircraft Expense Reimbursement | Board of Directors Chairman | Related Party | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction amount | $ 0.2 | $ 0.1 | $ 1.6 | $ 0.6 | |||||
Shared Services Support | Board of Directors Chairman | Related Party | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction amount | $ 0.4 | $ 0.3 | $ 1.4 | $ 0.8 |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||||||
Feb. 05, 2023 | Oct. 05, 2022 | Aug. 08, 2022 | May 10, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Apr. 24, 2023 | Nov. 09, 2022 | Jul. 22, 2022 | Jul. 20, 2022 | Jul. 11, 2022 | |
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||
Purchase share price (in dollars per share) | $ 0.63 | $ 0.63 | ||||||||||||
Issuance of warrants | $ 30,198 | $ 10,161 | ||||||||||||
Yorkville | ||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||
Agreement period (in months) | 36 months | |||||||||||||
Purchase share price (in dollars per share) | $ 0.14 | $ 0.50 | $ 1 | |||||||||||
Yorkville | Common stock | ||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||
Issuance of shares under Legal Settlement (in shares) | 14,200,000 | |||||||||||||
Securities Purchase Agreement | ||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||
Warrants outstanding (in shares) | 2,000,000 | |||||||||||||
Warrant Agreement | ||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||
Warrants outstanding (in shares) | 61,200,000 | |||||||||||||
Warrant Agreement | Securities Purchase Agreement | ||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||
Warrants outstanding (in shares) | 50,000,000 | |||||||||||||
Purchase share price (in dollars per share) | $ 1.05 | $ 0.49 | $ 0.49 | |||||||||||
Proceeds from issuance of warrants | $ 49,400 | |||||||||||||
Side Letter to the Wainwright Sales Agreement | ||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||
Manager commissions, percent of gross proceeds | 3% | |||||||||||||
Sale of stock, percentage of additional fee | 1.50% | |||||||||||||
Sale Of Shares Under The Wainwright ATM Program | ||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 1,900,000 | 1,900,000 | ||||||||||||
Issuance of warrants | $ 1,155 | |||||||||||||
Standby Equity Purchase Agreement | ||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||
Issuance of warrants | $ 33,083 | |||||||||||||
Standby Equity Purchase Agreement | Yorkville | Common stock | ||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||
Agreement to sell shares, value | $ 250,000 | |||||||||||||
Issuance of shares under Legal Settlement (Note 11) | $ 32,500 | |||||||||||||
Registered Direct Offering & Placement Agency Agreement | Warrant Agreement | ||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||
Corresponding increase in the total number of authorized share (in shares) | 50,000,000 | |||||||||||||
Securities Purchase Agreement | ||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||
Issuance of warrants | 1,600 | $ 1,600 | ||||||||||||
Common stock | ||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||
Purchase share price (in dollars per share) | $ 0.62 | $ 0.62 | $ 1.11 | |||||||||||
Issuance of warrants | $ 6 | $ 5 | ||||||||||||
Common stock | At The Market Offering Agreement | ||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||
Sale of stock consideration | $ 200,000 | |||||||||||||
Common stock | Sale Of Shares Under The Wainwright ATM Program | ||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||
Sale of stock consideration | $ 1,200 | $ 1,200 | ||||||||||||
Common stock | Sale Of Shares Under The Wainwright ATM Program | Minimum | ||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||
Sale of stock price (in dollars per share) | $ 0.60 | $ 0.60 | ||||||||||||
Common stock | Sale Of Shares Under The Wainwright ATM Program | Maximum | ||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||
Sale of stock price (in dollars per share) | $ 0.71 | $ 0.71 | ||||||||||||
Common stock | Standby Equity Purchase Agreement | ||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||
Issuance of warrants | $ 1 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Dec. 21, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total fair value of shares granted | $ 100 | $ 13,900 | |||||
Share-based compensation expense | $ 6,908 | $ 19,527 | $ 23,451 | $ 60,980 | |||
Total unrecognized compensation cost related to options | $ 28,400 | $ 28,400 | |||||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 9,600,000 | 2,100,000 | 19,100,000 | 13,800,000 | |||
Total fair value of shares granted | $ 5,900 | $ 7,700 | $ 12,700 | $ 54,800 | |||
Performance Stock Unit (PSU) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 0 | 100,000 | 0 | 4,300,000 | |||
Share-based compensation expense | $ 800 | $ 3,000 | $ 3,400 | $ 4,600 | |||
Performance Stock Unit (PSU) | Chief Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 0 | 0 | 0 | 0 | |||
Share-based compensation expense | $ 3,500 | $ 4,400 | $ 10,600 | $ 13,500 | |||
Employee Stock | 2020 Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | 100 | 200 | $ 400 | 1,100 | |||
Purchase periods (in months) | 3 months | ||||||
Shares available in ESPP (in shares) | 8,069,566 | 4,034,783 | |||||
Term of share increase to ESPP (in years) | 10 years | ||||||
Percent increase in shares | 1% | ||||||
Contributions to ESPP | $ 200 | $ 500 | $ 800 | $ 2,500 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule Of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 6,908 | $ 19,527 | $ 23,451 | $ 60,980 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 626 | 8,217 | 4,970 | 23,342 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 6,282 | $ 11,310 | $ 18,481 | $ 37,638 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||||
Aug. 04, 2023 USD ($) $ / shares shares | Jun. 22, 2023 USD ($) $ / shares shares | Feb. 05, 2023 USD ($) $ / shares shares | Jan. 31, 2023 USD ($) | Nov. 09, 2022 USD ($) $ / shares | Jul. 11, 2022 USD ($) $ / shares shares | Feb. 28, 2022 USD ($) tranche $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 shares | Mar. 31, 2023 USD ($) shares | Sep. 30, 2022 USD ($) shares | Jun. 30, 2022 shares | Mar. 31, 2022 shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) shares | Apr. 24, 2023 USD ($) $ / shares | Apr. 23, 2023 USD ($) | Feb. 09, 2023 $ / shares | Jan. 13, 2023 shares | Jul. 22, 2022 $ / shares | Jul. 20, 2022 $ / shares | |
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Shares of common stock per warrant (shares per warrant) | shares | 1 | 1 | |||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||||||||||||||||
Number of tranches | tranche | 3 | ||||||||||||||||||||
Earlier terminated (in years) | 5 years | ||||||||||||||||||||
Loss on extinguishment of debt | $ (17,126,000) | $ 0 | $ (40,091,000) | $ 0 | |||||||||||||||||
Reclassification of warrant liability to additional paid-in capital | $ 19,510,000 | $ 19,510,000 | $ 0 | ||||||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 0.63 | $ 0.63 | |||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||
PIPE | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Issuance of shares under Legal Settlement (Note 11) | $ 10,000,000 | ||||||||||||||||||||
Yorkville | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 0.14 | $ 0.50 | $ 1 | ||||||||||||||||||
Yorkville | Convertible Debt | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 0.10 | ||||||||||||||||||||
Aggregate fair value | $ 800,000 | $ 800,000 | $ 41,400,000 | $ 45,100,000 | |||||||||||||||||
Yorkville | Common stock | Yorkville Warrants | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Issuance of shares under Legal Settlement (Note 11) | $ 21,200,000 | ||||||||||||||||||||
Walmart Warrants | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants vested (in shares) | shares | 15,300,000 | ||||||||||||||||||||
Walmart Warrants | Walmart Inc | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Number of electric vehicles | 4,500 | ||||||||||||||||||||
Number of electric vehicles, additions | 5,500 | ||||||||||||||||||||
Yorkville Warrants | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants vested (in shares) | shares | 34,200,000 | ||||||||||||||||||||
Securities Purchase Agreement | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants outstanding (in shares) | shares | 2,000,000 | ||||||||||||||||||||
June 2023 PIPE | PIPE | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Aggregate fair value | $ 7,000,000 | ||||||||||||||||||||
Warrants fair value | 6,400,000 | $ 6,400,000 | |||||||||||||||||||
Unrealized loss | (200,000) | (600,000) | |||||||||||||||||||
I-40 Warrants | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Aggregate fair value | 900,000 | 900,000 | |||||||||||||||||||
August 2023 PIPE | PIPE | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Aggregate fair value | $ 3,000,000 | ||||||||||||||||||||
Warrants fair value | 2,200,000 | 2,200,000 | |||||||||||||||||||
Unrealized loss | $ (800,000) | $ (800,000) | |||||||||||||||||||
Class of warrant or right exercised (in share) | shares | 0 | 0 | |||||||||||||||||||
Manufacturing Services Agreement With VDL Nedcar | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Payments to acquire other productive assets | $ 8,400,000 | ||||||||||||||||||||
Warrant | VDL Nedcar | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Number of shares issued or issuable (in shares) | shares | 972,222 | ||||||||||||||||||||
Warrant | VDL Nedcar | Minimum | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 18 | ||||||||||||||||||||
Warrant | VDL Nedcar | Maximum | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 40 | ||||||||||||||||||||
Common stock | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants exercised in the period (in shares) | shares | 5,000 | 2,000 | 2,000 | 24,000 | 7,000 | 20,000 | |||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 1.11 | $ 0.62 | $ 0.62 | ||||||||||||||||||
Public Warrants | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants outstanding (in shares) | shares | 23,755,069 | 23,755,069 | |||||||||||||||||||
Public Warrants | Warrant | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants exercised in the period (in shares) | shares | 0 | 0 | 0 | 0 | |||||||||||||||||
Warrant Agreement | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants outstanding (in shares) | shares | 61,200,000 | ||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2.15 | ||||||||||||||||||||
Vested of warrants (in years) | 10 years | ||||||||||||||||||||
Class of warrant or right exercised (in share) | shares | 0 | 0 | |||||||||||||||||||
Warrant Agreement | Walmart Inc | Canoo Sales, LLC | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Ownership percentage | 20% | ||||||||||||||||||||
Warrant Agreement | Walmart Warrants | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2.04 | ||||||||||||||||||||
Corresponding increase in the total number of authorized share (in shares) | shares | 64,400,000 | ||||||||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 3.63 | $ 3.63 | |||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||
Warrant Agreement | Walmart Warrants | Related Party | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Revenue covenant to the purchase agreement | $ 300,000,000 | ||||||||||||||||||||
Warrant Agreement | Yorkville Warrants | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants outstanding (in shares) | shares | 29,600,000 | 29,600,000 | |||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1.15 | $ 1.15 | $ 1.05 | ||||||||||||||||||
Class of additional warrant or right, outstanding (in shares) | shares | 4,600,000 | ||||||||||||||||||||
Loss on extinguishment of debt | $ (300,000) | ||||||||||||||||||||
Reclassification of warrant liability to additional paid-in capital | $ 19,500,000 | ||||||||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 1.20 | $ 1.20 | |||||||||||||||||||
Warrant Agreement | Yorkville Warrants | Convertible Debt | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants outstanding (in shares) | shares | 127,300,000 | 127,300,000 | |||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.54 | $ 0.54 | |||||||||||||||||||
Aggregate fair value | $ 61,500,000 | $ 61,500,000 | |||||||||||||||||||
Warrants fair value | 50,000,000 | 50,000,000 | |||||||||||||||||||
Unrealized loss | $ 11,500,000 | $ 11,500,000 | |||||||||||||||||||
Warrant Agreement | Yorkville Warrants | PIPE | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||
Warrant Agreement | Securities Purchase Agreement | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants outstanding (in shares) | shares | 50,000,000 | ||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1.30 | ||||||||||||||||||||
Earlier terminated (in years) | 5 years | ||||||||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 1.05 | $ 0.49 | $ 0.49 | ||||||||||||||||||
Proceeds from issuance of warrants | $ 49,400,000 | ||||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||
Warrant Agreement | Securities Purchase Agreement | PIPE | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Loss on extinguishment of debt | $ 1,500,000 | $ (23,800,000) | |||||||||||||||||||
Aggregate fair value | 40,000,000 | 40,000,000 | |||||||||||||||||||
Warrants fair value | $ 16,200,000 | $ 16,200,000 | |||||||||||||||||||
Warrant Agreement | June 2023 PIPE | PIPE | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants outstanding (in shares) | shares | 16,300,000 | ||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.67 | ||||||||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 0.49 | ||||||||||||||||||||
Proceeds from issuance of warrants | $ 8,800,000 | ||||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||
Warrant Agreement | I-40 Warrants | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants outstanding (in shares) | shares | 2,300,000 | 2,300,000 | |||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.65 | $ 0.65 | |||||||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 0.49 | $ 0.49 | |||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||
Warrant Agreement | August 2023 PIPE | PIPE | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants outstanding (in shares) | shares | 5,600,000 | ||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.67 | ||||||||||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 0.49 | ||||||||||||||||||||
Proceeds from issuance of warrants | $ 3,000,000 | ||||||||||||||||||||
Initial exerciseterm | 5 years | ||||||||||||||||||||
Dividend yield | 0% |
Warrants - Share-based Compensa
Warrants - Share-based Compensation Arrangements by Share-based Payment Award (Details) - $ / shares | 9 Months Ended | |||
Aug. 04, 2023 | Jun. 22, 2023 | Sep. 30, 2023 | Feb. 05, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 10 months 21 days | |||
Expected volatility | 5.30% | |||
Dividend yield | 0% | |||
Stock price (in dollars per share) | $ 0.63 | |||
Walmart Warrants | Warrant Agreement | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 10 years | |||
Expected volatility | 91.30% | |||
Dividend yield | 0% | |||
Risk free interest rate | 3% | |||
Exercise price (in dollars per share) | $ 2.15 | |||
Stock price (in dollars per share) | $ 3.63 | |||
Yorkville Warrants | July Convertible Debenture | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 11 months 1 day | |||
Expected volatility | 113.20% | |||
Dividend yield | 0% | |||
Risk free interest rate | 5.40% | |||
Stock price (in dollars per share) | $ 0.49 | |||
Yorkville Warrants | August Convertible Debenture | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 1 year 3 days | |||
Expected volatility | 112.20% | |||
Dividend yield | 0% | |||
Risk free interest rate | 5.40% | |||
Stock price (in dollars per share) | $ 0.49 | |||
Yorkville Warrants | September Convertible Debenture | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 1 year 1 month 28 days | |||
Expected volatility | 111.70% | |||
Dividend yield | 0% | |||
Risk free interest rate | 5.30% | |||
Stock price (in dollars per share) | $ 0.49 | |||
Yorkville Warrants | Warrant Agreement | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 10 months 24 days | |||
Expected volatility | 116.40% | |||
Risk free interest rate | 4.70% | |||
Estimated fair value per warrant | $ 0.57 | |||
Exercise price (in dollars per share) | 1.05 | |||
Stock price (in dollars per share) | $ 1.20 | |||
Yorkville Warrants | Warrant Agreement | July Convertible Debenture | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 4 years 9 months | |||
Expected volatility | 113.30% | |||
Dividend yield | 0% | |||
Risk free interest rate | 4.57% | |||
Estimated fair value per warrant | $ 0.39 | |||
Exercise price (in dollars per share) | 0.54 | |||
Stock price (in dollars per share) | $ 0.49 | |||
Yorkville Warrants | Warrant Agreement | August Convertible Debenture | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 4 years 10 months 2 days | |||
Expected volatility | 113.30% | |||
Dividend yield | 0% | |||
Risk free interest rate | 4.56% | |||
Estimated fair value per warrant | $ 0.39 | |||
Exercise price (in dollars per share) | 0.54 | |||
Stock price (in dollars per share) | $ 0.49 | |||
Yorkville Warrants | Warrant Agreement | September Convertible Debenture | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 4 years 11 months 26 days | |||
Expected volatility | 113.30% | |||
Dividend yield | 0% | |||
Risk free interest rate | 4.55% | |||
Estimated fair value per warrant | $ 0.40 | |||
Exercise price (in dollars per share) | 0.54 | |||
Stock price (in dollars per share) | $ 0.49 | |||
Yorkville Warrants | Warrant Agreement | PIPE | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Dividend yield | 0% | |||
Securities Purchase Agreement | Warrant Agreement | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 4 years 4 months 9 days | |||
Expected volatility | 113.30% | |||
Dividend yield | 0% | |||
Risk free interest rate | 4.61% | |||
Estimated fair value per warrant | $ 0.32 | |||
Exercise price (in dollars per share) | 1.30 | |||
Stock price (in dollars per share) | $ 0.49 | $ 1.05 | ||
June 2023 PIPE | Warrant Agreement | PIPE | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 5 years 2 months 23 days | |||
Expected volatility | 113.30% | |||
Dividend yield | 0% | |||
Risk free interest rate | 4.55% | |||
Estimated fair value per warrant | $ 0.39 | |||
Exercise price (in dollars per share) | 0.67 | |||
Stock price (in dollars per share) | $ 0.49 | |||
I-40 Warrants | Warrant Agreement | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 5 years 7 days | |||
Expected volatility | 124.90% | |||
Dividend yield | 0% | |||
Risk free interest rate | 4.55% | |||
Estimated fair value per warrant | $ 0.39 | |||
Exercise price (in dollars per share) | 0.65 | |||
Stock price (in dollars per share) | $ 0.49 | |||
August 2023 PIPE | Warrant Agreement | PIPE | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 5 years 4 months 2 days | |||
Expected volatility | 113.30% | |||
Dividend yield | 0% | |||
Risk free interest rate | 4.55% | |||
Estimated fair value per warrant | $ 0.39 | |||
Exercise price (in dollars per share) | 0.67 | |||
Stock price (in dollars per share) | $ 0.49 |
Net Loss per Share (Details)
Net Loss per Share (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Convertible debt | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 10,928 | 7,451 |
Restricted and performance stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 37,177 | 33,257 |
Restricted common stock shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 0 | 3,019 |
Early exercise of unvested stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 69 | 870 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 110 | 197 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | ||
Income tax expense | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 12, 2023 | Sep. 29, 2023 | Oct. 05, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Jul. 11, 2022 |
Subsequent Event [Line Items] | ||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Warrant exercise price (in dollars per share) | $ 11.50 | |||||
Warrant Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Warrants outstanding (in shares) | 61,200,000 | |||||
Warrant exercise price (in dollars per share) | $ 2.15 | |||||
Subsequent Event | Preferred Stock Purchase Agreement | Warrant Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from issuance of warrants | $ 45 | |||||
Subsequent Event | Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Corresponding increase in the total number of authorized share (in shares) | 1,010,000,000 | |||||
Subsequent Event | Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Corresponding increase in the total number of authorized share (in shares) | 2,010,000,000 | |||||
7.5% Series B Cumulative Perpetual Redeemable Preferred Stock | Preferred Stock Purchase Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Preferred stock, shares authorized (in shares) | 45,000 | |||||
Preferred Stock, Dividend Rate, Percentage | 7.50% | |||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||||
Common stock | Preferred Stock Purchase Agreement | Warrant Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Warrants outstanding (in shares) | 23,000,000 | |||||
Common stock | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Warrant exercise price (in dollars per share) | $ 0.0001 | |||||
Common stock | Subsequent Event | Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Corresponding increase in the total number of authorized share (in shares) | 1,000,000,000 | |||||
Common stock | Subsequent Event | Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Corresponding increase in the total number of authorized share (in shares) | 2,000,000,000 |