Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | Crown Electrokinetics Corp. | ||
Trading Symbol | CRKN | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 43,686,623 | ||
Entity Public Float | $ 11.3 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001761696 | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | true | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 333-249833 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-5423944 | ||
Entity Address, Address Line One | 1110 NE Circle Blvd | ||
Entity Address, City or Town | Corvallis | ||
Entity Address, State or Province | OR | ||
Entity Address, Postal Zip Code | 97330 | ||
City Area Code | (800) | ||
Local Phone Number | 674-3612 | ||
Title of 12(b) Security | Common Stock, Par Value $0.0001 Per Share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | Costa Mesa, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 821 | $ 6,130 |
Prepaid and other current assets | 590 | 687 |
Total current assets | 1,411 | 6,817 |
Property and equipment, net | 1,409 | 895 |
Intangible assets, net | 1,598 | 1,761 |
Right of use asset | 1,842 | |
Deferred debt issuance costs | 150 | |
Other assets | 180 | 179 |
TOTAL ASSETS | 6,590 | 9,652 |
Current liabilities: | ||
Accounts payable | 865 | 358 |
Accrued expenses | 621 | 298 |
Lease liability - current portion | 574 | |
Warrant liability | 972 | |
Notes payable at fair value | 1,654 | |
Notes payable | 8 | 8 |
Total current liabilities | 4,694 | 664 |
Lease liability | 1,366 | |
Total liabilities | 6,060 | 664 |
Commitments and Contingencies (Note 12) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, par value $0.0001; 50,000,000 shares authorized, no shares outstanding | ||
Series A preferred stock, par value $0.0001; 300 shares authorized, 251 shares outstanding as of December 31, 2022 and 2021 | ||
Series B preferred stock, par value $0.0001; 1,500 shares authorized, 1,443 shares outstanding as of December 31, 2022 and 2021 | ||
Series C preferred stock, par value $0.0001; 600,000 shares authorized, 500,756 shares outstanding as of December 31, 2022 and 2021 | ||
Series D preferred stock, par value $0.0001; 7,000 shares authorized, 1,058 shares issued and outstanding as of December 31, 2022; liquidation preference $1,113 as of December 31, 2022; No shares authorized, or outstanding, and no liquidation preference as of December 31, 2021 | ||
Common stock, par value $0.0001; 800,000,000 shares authorized; 20,243,509 and 14,530,126 shares outstanding as of December 31, 2022 and 2021, respectively | 2 | 1 |
Additional paid-in capital | 88,533 | 82,677 |
Accumulated deficit | (88,005) | (73,690) |
Total stockholders’ equity | 530 | 8,988 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 6,590 | $ 9,652 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding | ||
Liquidation preference (in Dollars) | $ 1,113 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares outstanding | 20,243,509 | 14,530,126 |
Series A Preferred Stock | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 300 | 300 |
Preferred stock, shares outstanding | 251 | 251 |
Series B Preferred Stock | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,500 | 1,500 |
Preferred stock, shares outstanding | 1,443 | 1,443 |
Series C Preferred Stock | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 600,000 | 600,000 |
Preferred stock, shares outstanding | 500,756 | 500,756 |
Series D Preferred Stock | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 7,000 | 7,000 |
Preferred stock, shares outstanding | 1,058 | 1,058 |
Preferred stock, shares issued | 1,058 | 1,058 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 2,496 | $ 4,107 |
Selling, general and administrative | 14,367 | 11,001 |
Total operating expenses | 16,863 | 15,108 |
Loss from operations | (16,863) | (15,108) |
Other income (expense): | ||
Other expense | (55) | (74) |
Interest expense | (7) | (7) |
Change in fair value of warrant liability | 1,023 | |
Change in fair value of notes | (149) | |
Gain on extinguishment of debt | 7 | |
Gain on forgiveness of PPP loan | 431 | |
Total other income | 376 | 793 |
Net loss | (16,487) | (14,315) |
Cumulative dividends on Series D preferred stock | (55) | |
Net loss attributable to common stockholders | $ (16,487) | $ (14,370) |
Net loss per share attributable to common stockholders (in Dollars per share) | $ (1.13) | $ (0.82) |
Weighted average shares outstanding, basic and diluted: (in Shares) | 14,596,019 | 17,436,174 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - shares | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Weighted average shares outstanding, basic and diluted: (in Shares) | 14,596,019 | 17,436,174 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Series D Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Mar. 31, 2021 | $ 1 | $ 73,789 | $ (57,203) | $ 16,587 | ||||
Balance (in Shares) at Mar. 31, 2021 | 251 | 1,443 | 500,756 | 14,856,480 | ||||
Issuance of common stock in connection with consulting agreements | 244 | 244 | ||||||
Issuance of common stock in connection with consulting agreements (in Shares) | 64,261 | |||||||
Restricted stock awards exchanged for restricted stock units | ||||||||
Restricted stock awards exchanged for restricted stock units (in Shares) | (800,000) | 66,666 | ||||||
Stock option exercises | 186 | $ 186 | ||||||
Stock option exercises (in Shares) | 409,385 | |||||||
Issuance of common stock warrants in connection with SLOC | ||||||||
Stock-based compensation | 8,458 | 8,458 | ||||||
Net loss | (16,487) | (16,487) | ||||||
Balance at Dec. 31, 2021 | $ 1 | 82,677 | (73,690) | $ 8,988 | ||||
Balance (in Shares) at Dec. 31, 2021 | 251 | 1,443 | 500,756 | 14,530,126 | ||||
Stock option exercises (in Shares) | 832,500 | |||||||
Issuance of common stock and warrants, net of fees | 855 | $ 855 | ||||||
Issuance of common stock and warrants, net of fees (in Shares) | 1,250,000 | |||||||
Issuance of common stock warrants in connection with SLOC | 223 | 223 | ||||||
Issuance of Series D preferred stock and warrants, net of fees | 1,039 | 1,039 | ||||||
Issuance of Series D preferred stock and warrants, net of fees (in Shares) | 1,058 | |||||||
Issuance of common stock/At-the-market offering, net of offering costs | 1,249 | 1,249 | ||||||
Issuance of common stock/At-the-market offering, net of offering costs (in Shares) | 3,368,146 | |||||||
Issuance of common stock warrants in connection with consideration payable | 86 | 86 | ||||||
Stock-based compensation | $ 1 | 2,404 | 2,405 | |||||
Stock-based compensation (in Shares) | 1,095,237 | |||||||
Net loss | (14,315) | (14,315) | ||||||
Balance at Dec. 31, 2022 | $ 2 | $ 88,533 | $ (88,005) | $ 530 | ||||
Balance (in Shares) at Dec. 31, 2022 | 251 | 1,443 | 500,756 | 1,058 | 20,243,509 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (16,487) | $ (14,315) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 8,458 | 2,405 |
Issuance of common stock to consultants | 244 | |
Depreciation and amortization | 225 | 503 |
Loss on extinguishment of debt | (7) | |
Gain on forgiveness of PPP loan | (431) | |
Change in fair value of warrant liability | (1,023) | |
Change in fair value of notes | 149 | |
Loss on disposal of equipment | 52 | |
Amortization of deferred debt issuance costs | 73 | |
Amortization of right of use assets | 494 | |
Changes in operating assets and liabilities: | ||
Prepaid and other assets | (500) | 182 |
Accounts payable | (126) | 413 |
Accrued expenses | 87 | 323 |
Lease liability | (396) | |
Net cash used in operating activities | (8,537) | (11,140) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of equipment | (552) | (751) |
Purchase of patents | (264) | (61) |
Net cash used in investing activities | (816) | (812) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from the issuance of common stock and warrants, net of fees | 855 | |
Proceeds from the issuance of common stock / At-the-market offering | 1,295 | |
Offering costs for the issuance of common stock / At-the-market offering | (46) | |
Proceeds from issuance of senior secured convertible notes and common stock warrants | 3,500 | |
Proceeds from issuance of Series D preferred stock and warrants, net of fees | 1,039 | |
Proceeds from exercise of stock options | 186 | |
Net cash provided by financing activities | 186 | 6,643 |
Net decrease in cash | (9,167) | (5,309) |
Cash — beginning of year | 15,297 | 6,130 |
Cash — end of year | 6,130 | 821 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of common stock warrants in connection with SLOC | 223 | |
Issuance of common stock warrants in connection with consideration payable | 86 | |
Unpaid equipment included in accounts payable | 206 | 94 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for interest | $ 6 | $ 7 |
Organization and Description of
Organization and Description of Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Description of Business Operations [Abstract] | |
Organization and Description of Business Operations | Note 1 – Organization and Description of Business Operations Crown Electrokinetics Corp. (the “Company”) was incorporated in the State of Delaware on April 20, 2015. Effective October 6, 2017, the Company’s name was changed to Crown Electrokinetics Corp. from 3D Nanocolor Corp. (“3D Nanocolor”). On January 26, 2021, the Company completed its public offering and its common stock began trading on the Nasdaq Capital Market (Nasdaq) under the symbol CRKN. The Company is commercializing technology for smart or dynamic glass. The Company’s electrokinetic glass technology is an advancement on microfluidic technology that was originally developed by HP Inc. On December 20, 2022, the Company incorporated Crown Fiber Optics Corp., a Delaware based entity, to own and operate its acquired business from the acquisition of Amerigen 7 in the January 2023 (See Note 14). Crown Fiber Optics Corp. will be accounted for as a wholly- owned subsidiary of Crown Electrokinetics, Corp. Reverse Stock Split On January 22, 2021, the Company’s Board of Directors authorized a reverse stock split at an exchange ratio of one (1) share of common stock for every three (3) shares of common stock. The reverse stock split was effective on January 25, 2021, such that every three (3) shares of common stock have been automatically converted into one (1) share of common stock. The Company did not issue fractional certificates for post-reverse split shares in connection with the reverse stock split. Rather, all shares of common stock that are held by a stockholder were aggregated and each stockholder received the number of whole shares resulting from the combination of the shares so aggregated. Any fractions resulting from the reverse stock split computation were rounded up to the next whole share. All of the Company’s share and per share amounts of common stock included in this Form 10-K for the nine months ended December 31, 2021 and as of December 31, 2021 have been retroactively adjusted to reflect the reverse stock split. Public Offering On January 26, 2021, the Company entered into an underwriting agreement relating to the public offering of its common stock, par value $0.0001 per share. The Company issued 4,772,500 shares of its common stock to the underwriters, at a purchase price per share of $4.14 (the offering price to the public of $4.50 per share minus the underwriters’ discount). On January 28, 2021, the Company received net proceeds from its public offering of approximately $19.3 million, net of underwriter fees and commissions of approximately $1.7 million, and offering costs of $0.5 million. In connection with the Company’s public offering, the Company issued a warrant to the underwriters to purchase 381,800 shares of its common stock. The warrant is exercisable beginning on the date that is 180 days after the date on which the Registration Statement becomes effective until the date that is five years after the date on which the Registration Statement becomes effective. The exercise price of the warrant is $5.625. On July 19, 2022, the Company entered into an underwriting agreement relating to the Company’s public offering of its common stock, par value $0.0001 per share. The Company agreed to sell 1,250,000 shares of its common stock to the underwriters, at a purchase price per share of $0.744 (the offering price to the public of $0.80 per share minus the underwriters’ discount), pursuant to the Company’s registration statement on Form S-3 (File No. 333-262122), under the Securities Act of 1933, as amended. The Company has also granted the underwriters a 30-day option to purchase up to 187,500 additional shares of common stock to cover over-allotments. On July 22, 2022, the Company received net proceeds of $855,000, net of underwriter fees and commissions of approximately $70,000, and offering costs of $75,000. In connection with the Company’s public offering, the Company issued a warrant to the underwriters to purchase 62,500 shares of its common stock. The warrant may be exercised beginning on the date that is 180 days after July 22, 2022 until July 19, 2027. The exercise price of the warrant is $0.80 per share. Common stock On December 22, 2022, the Company’s Board of Directors approved increasing the Company’s authorized shares of common stock from 200,000,000 to 800,000,000 shares. Series E Preferred Stock On February 1, 2023, the Company’s Board of Directors authorized 77,000 shares of Series E preferred stock with a par value of $0.0001 per share. Each share of Series E Preferred Stock is convertible into 1,000 shares of the Company’s common stock at the option of the holders (See Note 14). Change in Fiscal Year On November 10, 2021, the Board of Directors of the Company approved a change in its fiscal year end from March 31 st st |
Liquidity, Financial Condition,
Liquidity, Financial Condition, and Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Liquidity and Financial Condition [Abstract] | |
Liquidity, Financial Condition, and Going Concern | Note 2 – Liquidity, Financial Condition, and Going Concern The Company has incurred substantial operating losses since its inception, and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. As reflected in the consolidated financial statements, the Company had an accumulated deficit of approximately $88.0 million and negative working capital of approximately $3.3 million at December 31, 2022, a net loss of approximately $14.3 million, approximately $11.1 million of net cash used in operating activities, and $0.8 million of net cash used in investing activities for the year ended December 31, 2022. The Company expects to continue to incur ongoing administrative and other expenses, including public company expenses. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. The Company will seek to obtain additional capital through the sale of debt or equity financings or other arrangements to fund operations including through it’s existing At-The-Market, $10 million Standing Letter of Credit, and $100 million Line of Credit facilities; however, there can be no assurance that the Company will be able to raise needed capital under acceptable terms, if at all. The sale of additional equity may dilute existing stockholders and newly issued shares may contain senior rights and preferences compared to currently outstanding shares of common stock. Issued debt securities may contain covenants and limit the Company’s ability to pay dividends or make other distributions to stockholders. If the Company is unable to obtain such additional financing, future operations would need to be scaled back or discontinued. Due to the uncertainty in the Company’s ability to raise capital, management believes that there is substantial doubt in the Company’s ability to continue as a going concern for twelve months from the issuance of these financial statements. Standby Letter of Credit On March 23 rd Series D Preferred Stock The Company settled $1.0 million of shares liability, by issuing 1,058 shares of Series D preferred stock in July 2022 (See Note 10). Senior Convertible Notes and Warrants On October 19, 2022, the Company issued senior secured convertible notes (the “Notes”) with a principal balance of approximately $5.4 million, and warrants to purchase 21,749,402 shares of the Company’s common stock for net proceeds of $3.5 million (See Note 9). At-the-Market Offerings The Company entered into a Sales Agreement with A.G.P./Alliance Global Partners (the “Sales Agents”) dated March 30, 2022 (the “Sales Agreement”), pursuant to which the Company may, from time to time, sell up to $5 million in shares (the “Placement Shares”) of the Company’s common stock through the Sales Agents, acting as the Company’s sales agent and/or principal, in a continuous at-the-market offering (the “ATM Offering”). The Company will pay the Sales Agents a commission of up to 3.0% of the aggregate gross proceeds the Company receives from all sales of the Company’s common stock under the Sales Agreement. The Placement Shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333- 262122) and the related base prospectus included in the registration statement, as supplemented by the prospectus supplement dated March 30, 2022. On October 5, 2022, the Company and the Sales Agents filed the first amendment to the Sales Agreement (the “First Amendment to the Sales Agreement”). Pursuant to the First Amendment to the Sales Agreement, the Company may from time to time, sell up to $3.5 million in Placement Shares of the Company’s common stock through the Sales Agents in a continuous At-the-Market Offering (the Amended ATM Offering”). According to the First Amendment to the Sales Agreement, the Company will pay the Sales Agents a commission of up to 3.0% of the aggregate gross proceeds the Company receives from all sales of its common stock in the Amended ATM Offering. As of December 31, 2022, the Company has received net proceeds on sales of 3,368,146 shares of common stock under the Sales Agreement of approximately $1.25 million (after deducting $0.05 million in commissions and expenses) at a weighted average price of $0.385 per share. 2023 Line of Credit On February 2, 2023, the Company entered into a line of credit (the “Line of Credit”) securing a line of credit up to $100.0 million. The Line of Credit will be used to fund expenses related to the fulfillment of contracts with customers of the Company’s wholly-owned subsidiary, Crown Fiber Optics Corporation. The Line of Credit expires February 2, 2024, unless the Line of Credit is extended for one or two additional years in accordance with its terms. On February 2, 2023, the Company withdrew $2.0 million under the Line of Credit. Although it is difficult to predict the Company’s liquidity requirements as of December 31, 2022, based upon the Company’s current operating plan, cash on hand, the proceeds from the issuance of its senior secured convertible notes payable and warrants, and its SLOC and Letter of Credit funding, management believes that the Company will have sufficient cash to meet its projected operating requirements for at least the next 12 months following the issuance of these financial statements. Risks and Uncertainties The Company is currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine. The Company’s financial condition and results of operations may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 – Basis of Presentation and Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and include all adjustments necessary for the fair presentation of its balance sheet, results of operations and cash flows for the periods presented. The accompanying consolidated financial statements of the Company include the accounts of the Company and its wholly or majority owned and controlled subsidiaries. Consolidated subsidiaries results are included from the date the subsidiary was formed or acquired. Intercompany investments, balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s consolidated financial statements relate to the valuation of its senior secured convertible notes and warrants, and equity based awards. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisition to be cash equivalents. There were no Concentrations of Credit Risk and Off-balance Sheet Risk Cash and cash equivalents are financial instruments that are potentially subject to concentrations of credit risk. The Company’s cash and cash equivalents are deposited in accounts at large financial institutions, and amounts may exceed the standard federally insured limits totaling $250,000. The Company believes it is not exposed to significant credit risk due to the the adoption of new banking products that provide additional federal insurance with coverage up to $125 million per entity in the depository institutions in which the cash and cash equivalents are held. The Company has no P roperty and Equipment Property and equipment are stated at cost and depreciated over the estimated useful lives of the assets. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, generally three to ten years. Definite-lived Intangible Assets Intangible assets with finite lives are comprised of patents and licenses for developed technology, which are amortized on a straight-line basis over their expected useful lives, which is their contractual term or estimated useful life. Patents consist of filing and legal fees incurred, which are initially recorded at cost. Impairment of Long-lived Assets and Definite-lived intangibles The Company reviews long-lived assets (including property and equipment, lease related ROU Assets, and definite-lived intangible assets) for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability of assets is determined by first grouping the long-lived assets at the lowest level for which there are identifiable cash flows, and then comparing the carrying value of each asset group to its forecasted undiscounted cash flows. If the evaluation of the forecasted cash flows indicates that the carrying value of the assets is not recoverable, an impairment test of the asset group is performed. Impairment is recognized if the carrying amount of the asset group exceeds its fair value. The Company performed a test for recoverability at December 31, 2022 and concluded that the carrying value of its long-lived assets was recoverable. Fair Value Measurement The Company follows the accounting guidance in Accounting Standards Codification (“ASC”) 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Convertible Notes In accordance with Accounting Standards Codification 825, Financial Instruments Warrant Liability The Company accounted for certain common stock warrants outstanding as a liability at fair value and adjusted the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of the warrants issued by the Company have been estimated using the Monte Carlo simulation. Research and Development Research and development costs, including in-process research and development acquired as part of an asset acquisition for which there is no alternative future use, is expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend The Company accounts for forfeited awards as they occur. Income taxes Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. ASC Topic 740, Income Taxes, (“ASC 740”), also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position. In its consolidated financial statements, the Company utilizes an expected annual effective tax rate in determining its income tax provisions for the interim periods. That rate differs from U.S. statutory rates primarily as a result of valuation allowance related to the Company’s net operating loss carryforward as a result of the historical losses of the Company. Leases The Company accounts for its leases under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 842, Leases. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components as permitted under ASC 842. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. Warrants SLOC The Company accounts for its warrants related to the SLOC in accordance with ASC 815-40, Contracts in Entity’s Own Equity. Under the guidance of ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements Purchase Order Warrants The Company accounts for its warrants issued in connection with purchase orders in accordance with ASC 606, Revenue Recognition. Compensation - Stock Compensation (“ ”) Net Loss per Share ASC 260, Earnings Per Share, requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share of common stock and is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity unless inclusion of such shares would be anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. The following table presents the computation of basic and diluted net loss per common share (in thousands, except share and per share amounts): Year Ended Nine Months Ended Numerator Net loss $ (14,315 ) $ (16,487 ) Cumulative dividends on Series D preferred stock (55 ) - Numerator for basic and diluted net loss per share $ (14,370 ) $ (16,487 ) Denominator Weighted-average common shares outstanding 17,552,451 15,669,636 Less: weighted-average shares subject to repurchase (116,278 ) (1,073,617 ) Denominator for basic and diluted net loss per share 17,436,173 14,596,019 Shares used to compute pro forma net loss per share, basic and diluted Net loss per share: Basic and diluted $ (0.82 ) $ (1.13 ) Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at December 31, 2022 and 2021 are as follows: December 31, 2022 2021 (Unaudited) Series A preferred stock 188,311 188,311 Series B preferred stock 2,019,038 2,019,038 Series C preferred stock 560,757 560,757 Series D preferred stock 814,102 - Warrants to purchase common stock (excluding penny warrants) 27,661,181 4,525,177 Options to purchase common stock 9,513,624 11,135,432 Unvested restricted stock units 628,780 1,939,683 41,385,793 20,368,398 Emerging Growth Company The Company is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (JOBS Act). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Securities and Exchange Act of 1934. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) Leases (Topic 840) Leases (Topic 842) Land Easement Practical Expedient for Transition to Topic 842 In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options Derivatives and Hedging-Contracts in Entity’s Own Equity Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In May 2021, the FASB issued ASU 2021-04, Earnings Per Share Debt-Modifications and Extinguishments Compensation-Stock Compensation Derivatives and Hedging-Contracts in Entity’s Own Equity |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Prepaid and Other Current Assets | Note 4 – Prepaid and Other Current Assets Prepaid and other current assets as of December 31, 2022 and 2021 consist of the following: December 31, December 31, License fees $ 300 $ - General liability insurance 142 397 Legal and professional fees - 71 Rent - 86 Hudson warrant * 85 - Other 63 133 $ 590 $ 687 * Fair value of warrant issued to Hudson Pacific Properties, L.P. (See Note 11) |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5 – Fair Value Measurements The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2022: Fair value measured at December 31, 2022 Total Quoted Significant Significant Liabilities: Convertible notes $ 1,654 $ - $ - $ 1,654 Warrant liability $ 972 $ - $ - $ 972 For the year ended December 31, 2022 there was a change of approximately $0.9 million in Level 3 liabilities measured at fair value. There were no The fair value of the convertible notes may change significantly as additional data is obtained, impacting the Company’s assumptions used to estimate the fair value of the liabilities. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods. The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2022. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to unobservable (e.g., changes in unobservable long-dated volatilities) inputs. Convertible Notes Warrant Liability Balance at December 31, 2021 $ - $ - Issuance of convertible notes and warrants 1,505 1,995 Change in fair value 149 (1,023 ) Balance at December 31, 2022 $ 1,654 $ 972 Convertible Notes During the year ended December 31, 2022, the Company issued its Notes. The fair value of the Notes on the issuance dates and as of December 31, 2022 were estimated using a Monte Carlo simulation to capture the path dependencies intrinsic to their terms. The significant unobservable inputs used in the fair value measurement of the Company’s convertible notes are the common stock price, volatility, and risk-free interest rates. Significant changes in these inputs may result in significantly lower or higher fair value measurement. The Company elected the fair value option when recording its Notes (See Note 3) and the Notes were classified as liabilities and measured at fair value on the issuance date, with changes in fair value recognized as other income (expense) on the statements of operations and disclosed in the consolidated financial statements. A summary of significant unobservable inputs (Level 3 inputs) used in measuring the Notes upon the issuance date and as of December 31, 2022 is as follows: October 19, December 31, Dividend yield 0 % 0 % Expected price volatility 48.4 % 48.7 % Risk free interest rate 4.60 % 4.74 % Expected term (in years) 1.0 0.8 Warrants During the year ended December 31, 2022, in connection with its convertible notes, the Company issued 21,759,402 warrants to purchase shares of the Company’s common stock. The warrants were classified as liabilities and measured at fair value on the grant date, with changes in fair value recognized as other income (expense) on the statements of operations and disclosed in the consolidated financial statements. A summary of significant unobservable inputs (Level 3 inputs) used in measuring warrants on issuance date and as of December 31, 2022 is as follows: October 19, December 31, Dividend yield 0 % 0 % Expected price volatility 53.4 % 53.9 % Risk free interest rate 4.35 % 4.01 % Expected term (in years) 5.0 4.8 Significant changes in the expected price volatility and expected term would result in significantly lower or higher fair value measurement of the warrants, respectively. |
Property & Equipment, Net
Property & Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property & Equipment, Net | Note 6 – Property & Equipment, Net Property and equipment, net, consists of the following (in thousands): December 31, December 31, 2022 2021 Equipment $ 1,457 $ 1,013 Computers 52 37 Leasehold improvements 362 28 Total 1,871 1,078 Less accumulated depreciation and amortization (462 ) (183 ) Property and equipment, net $ 1,409 $ 895 During the year ended December 31, 2022, depreciation expense was approximately $0.3 million, and the Company recognized a $0.05 million loss on disposal of equipment. For the nine months ended December 31, 2021, depreciation expense was approximately $0.1 million. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 7 – Intangible Assets, Net IBM Patents On July 23, 2021, the Company entered into a Patent Assignment Agreement with International Business Machines Corporation (“IBM”) to acquire an ownership interest in assigned patents. As consideration for the patents, the Company paid $264,000 (including legal fees of approximately $38,000). Intellectual Property On January 31, 2016, the Company, entered into an IP agreement with HP to acquire a research license to determine the feasibility of incorporating HP’s electro-kinetic display technology in the Company’s products. Under the terms of the agreement, the license is to be used for research purposes only. Under the guidance of ASC 350, Intangibles - Goodwill and Other Intangibles HP Patents On February 4, 2021, the Company entered into the fourth amendment to the IP agreement with HP. Under the terms of the amendment, the parties agreed to amend the list of patent and patent applications, which includes two additional patents that are assignable to the Company by HP. The Company exercised the option to purchase the assignable patents and paid HP $1.55 million dollars on February 9, 2021. Upon assignment of the patents, the Company will pay HP a royalty fee based on the cumulative gross revenue received by the Company from the patents as follows: 1. Prior to December 31, 2029 ● Less than $70,000,000, royalty rate of 0.00% ● $70,000,000 - $500,000,000, royalty rate of 1.25% ● $500,000,000 and beyond, royalty rate of 1.00% 2. After January 1, 2030 and onward, royalty rate of 0.00% Under the terms of the amendment, HP waived any interest that would have been accrued on the open payable of $75,000 which was due from the Company related to the license agreement dated January 31, 2016. Intangible assets, net, consists of the following (in thousands): December 31, December 31, 2022 2021 Patents $ 1,800 $ 1,739 Research license 375 375 Total 2,175 2,114 Accumulated amortization (577 ) (353 ) Intangible assets, net $ 1,598 $ 1,761 The following table represents the total estimated amortization of intangible assets for the five succeeding years and thereafter as of December 31, 2022 (in thousands): Estimated Year ended December 31, 2023 $ 220 Year ended December 31, 2024 221 Year ended December 31, 2025 220 Year ended December 31, 2026 183 Year ended December 31, 2027 and thereafter 754 Total $ 1,598 For the year ended December 31, 2022, and the nine months ended December 31, 2021, amortization expense was approximately $0.2 million and $0.15 million, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Schedule Of Accrued Expenses [Abstract] | |
Accrued Expenses | Note 8 – Accrued Expenses As of December 31, 2022 and 2021, the Company’s accrued expenses consisted of the following (in thousands): December 31, December 31, General liability insurance $ 104 $ 234 Rent - 57 Bonus 510 - Other expenses 7 7 Total $ 621 $ 298 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable [Abstract] | |
Notes Payable | Note 9 – Notes Payable Senior Secured Convertible Notes On October 19, 2022, the Company issued its Notes with a principal balance of approximately $5.4 million, and warrants to purchase 21,749,402 shares of the Company’s common stock for net proceeds of $3.5 million. The Notes were issued with a conversion price at a 54% premium to the most recent closing price, an original issue discount of 35%, do not bear interest, and mature upon the earlier of twelve months from the date of issuance or the closing of a change of control transaction (as defined in the Notes). The Notes are convertible into shares of the Company’s common stock at a conversion price of $0.49 per share, subject to adjustment under certain circumstances described in the Notes. The Notes are secured by all of the Company’s assets (subject to exceptions for certain strategic transactions). The warrants have an exercise price of $0.32 per share and expire five years from the issuance date (subject to adjustment under certain circumstances described in the warrants). As of December 31, 2022, the fair value of the Notes was approximately $1.7 million. During the year ended December 31, 2022, the Company recorded a change in fair value of the Notes totaling $0.15 million. There were no convertible notes outstanding as of December 31, 2021. Paycheck Protection Loan On April 24, 2020 and March 3, 2021, the Company entered into Promissory Notes (the “PPP Notes”) with Newtek Corp AVB as the lender (the “Lender”), pursuant to which the Lender agreed to make loans to the Company under the Paycheck Protection Program (the “PPP Loan”) offered by the U.S. Small Business Administration (the “SBA”) in principal amounts of $197,200 and $233,300 pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Loan proceeds are available to be used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves; rent; utilities; and interest on certain other outstanding debt. The Loan is subject to forgiveness to the extent proceeds are used for payroll costs, including payments required to continue group health care benefits, and certain rent, utility, and mortgage interest expenses (collectively, “Qualifying Expenses”), pursuant to the terms and limitations of the PPP Loan. The Company used the PPP Loan amounts against Qualifying Expenses, and during the nine months ended December 31, 2021, the total PPP Loan balance of $430,500 was forgiven. On June 17, 2020, the Company received an Economic Injury Disaster Loan totaling $8,000 from the U.S. Small Business Administration. As of December 31, 2022 and 2021, this loan is outstanding. |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders’ Deficit [Abstract] | |
Stockholders’ Deficit | Note 10 – Stockholders’ Deficit Preferred Stock As of December 31, 2022 and 2021, there were 50,000,000 authorized shares of the Company’s preferred stock, par value $0.0001 . Series A Preferred Sock On January 5, 2021, the Company’s Board of Directors authorized 300 shares of Series A preferred stock with a par value of $0.0001 per share. Each preferred share of Series A preferred stock will have a stated valued of $1,000 per share. From and after the second anniversary the holders of the Series A preferred stock shall be entitled to receive, quarterly cumulative dividends or distributions at the annual rate of 8% of the stated value per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A preferred stock). Such dividend shall be paid in cash or at the direction of the Company’s Board of Directors, in duly authorized, validly issued, fully paid and non-assessable shares of common stock, or a combination thereof. All declared but unpaid dividends on shares of Series A preferred stock shall increase the stated value of such shares, but when such dividends are actually paid any such increase in the stated value shall be rescinded. The holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series A preferred stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the Company’s common stock or other junior securities. The Series A preferred stock has no voting rights. Each share of Series A preferred stock shall be convertible, at any time and from time to time from and after the original issue date at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such shares of Series A preferred stock by the conversion price. The conversion price for the Series A preferred stock shall equal $1.3329, subject to adjustment. During the fiscal year ended March 31, 2021, the Company issued 251 shares of its Series A preferred stock in connection with the conversion of its convertible notes, and as of December 31, 2022 and 2021, 251 shares of Series A preferred stock are outstanding. Series B Preferred Stock On January 22, 2021, the Company’s Board of Directors authorized 1,500 shares of Series B preferred stock with a par value of $0.0001 per share. Each preferred share of Series B preferred stock will have a stated valued of $1,000 per share. From and after the second anniversary the holders of the Series B preferred stock shall be entitled to receive, quarterly cumulative dividends or distributions at the annual rate of 8% of the stated value per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B preferred stock). Such dividend shall be paid in cash or at the direction of the Company’s Board of Directors, in duly authorized, validly issued, fully paid and non-assessable shares of common stock, or a combination thereof. All declared but unpaid dividends on shares of Series B preferred stock shall increase the stated value of such shares, but when such dividends are actually paid any such increase in the stated value shall be rescinded. The holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series B preferred stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the Company’s common stock or other junior securities. The Series B preferred stock has no voting rights. Each share of Series B preferred stock shall be convertible, at any time and from time to time from and after the original issue date at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such shares of Series B preferred stock by the conversion price. The conversion price for the Series B preferred stock shall equal $0.7149, subject to adjustment. During the fiscal year ended March 31, 2021, the Company issued 1,443 shares of its Series B preferred stock in connection with the conversion of its convertible notes, and as of December 31, 2022 and 2021, 1,443 shares of Series B preferred stock are outstanding. Series C Preferred Stock On February 19, 2021, the Company’s Board of Directors authorized 600,000 shares of Series C preferred stock with a par value of $0.0001 per share. Each preferred share of Series C preferred stock will have a stated valued of $1.00 per share. From and after the second anniversary the holders of the Series C preferred stock shall be entitled to receive, quarterly cumulative dividends or distributions at the annual rate of 8% of the stated value per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series C preferred stock). Such dividend shall be paid in cash or at the direction of the Company’s Board of Directors, in duly authorized, validly issued, fully paid and non-assessable shares of common stock, or a combination thereof. All declared but unpaid dividends on shares of Series C preferred stock shall increase the stated value of such shares, but when such dividends are actually paid any such increase in the stated value shall be rescinded. The holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series C preferred stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the Company’s common stock or other junior securities. The Series C preferred stock has no voting rights. Each share of Series C preferred stock shall be convertible, at any time and from time to time from and after the original issue date at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such shares of Series C preferred stock by the conversion price. The conversion price for the Series C preferred stock shall equal $0.893, subject to adjustment. During the fiscal year ended March 31, 2021, the Company issued 500,756 shares of its Series C preferred stock in connection with the conversion of its convertible notes, and as of December 31, 2022 and 2021, 500,756 shares of Series C preferred stock are outstanding. Series D Preferred Stock On July 8, 2022, the Company’s Board of Directors authorized 7,000 shares of Series D preferred stock with a par value of $0.0001 per share. Each preferred share of Series D preferred stock has a stated valued of $1,000 per share, is convertible into shares of the Company’s common stock at an initial conversion price of $1.30 per share, and is entitled to a dividend of 12% per annum. The cumulative dividends shall be paid in common stock based on the conversion price in effect on the applicable conversion date. All accrued but unpaid dividends on shares of Series D preferred stock shall increase the stated value of such shares. The Company may redeem all, but not less than all, of the Series D preferred stock for cash, at a price per share of Series D preferred stock equal to 125% of the stated value. The Series D preferred stock has no voting rights. In July 2022, the Company issued 1,058 shares of Series D preferred stock for approximately $1.1 million, which was included on the consolidated balance sheet in shares liability as of June 30, 2022, as the proceeds were received by the Company in June 2022, prior to issuance of the shares. As of December 31, 2022, 1,058 shares of Series D preferred stock are issued and outstanding. In connection with the issuance of the 1,058 shares of Series D preferred stock, the Company issued 814,102 equity-classified warrants to purchase shares of the Company’s common stock with an exercise price of $1.30 per share. The proceeds from the Series D preferred stock were allocated between the warrants and the Series D preferred stock based on their relative fair values. The Company entered into a Registration Rights Agreement (“RRA”) with the holders of the Series D preferred stock, whereby the Company was to use its best efforts to file a registration statement registering the resale of the shares of common stock issuable upon conversion of the Series D preferred stock and upon exercise of the warrants within thirty (30) calendar days following the closing of the Series D preferred stock offering. The Company was to use its best efforts to have the registration statement declared “effective” within ninety (90) calendar days from closing, or one hundred and twenty (120) from closing in the event the registration statement is reviewed by the SEC. If the Company fails to meet these requirements, the RRA states that the Company shall pay to each holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate subscription amount paid by such holder pursuant to the purchase agreement, up to an aggregate of 10% of the aggregate subscription amount paid by such holder pursuant to the purchase agreement for all such liquidated damages. Using the guidance provided by ASC 825-20 Financial Instruments, the Company determined that the RRA should be accounted for as a separate unit of account from the Series D preferred stock. Accordingly, under ASC 825-20, a financial instrument that is both within the scope of ASC 825-20 and subject to a registration payment arrangement shall be recognized and measured in accordance with ASC 825-20 without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. The RRA called for the Company to file a registration statement by August 25, 2022 and declare it effective within 90 days of July 26, 2022. The Company filed its registration statement on November 17, 2022, and the holders of the Series D preferred stock waived the related registration rights penalty of approximately $2,400. The Series D preferred stock and warrants sold were not registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. The holders of Series D preferred stock are “accredited investors” as such term is defined in Regulation D promulgated under the Securities Act. Common Stock Public Offering On July 19, 2022, the Company entered into an underwriting agreement relating to the Company’s public offering of its common stock, par value $0.0001 per share. The Company agreed to sell 1,250,000 shares of its common stock to the underwriters, at a purchase price per share of $0.744 (the offering price to the public of $0.80 per share minus the underwriters’ discount), pursuant to the Company’s registration statement on Form S-3 (File No. 333-262122), under the Securities Act of 1933, as amended. The Company has also granted to the underwriters a 30-day option to purchase up to 187,500 additional shares of common stock to cover over-allotments. On July 22, 2022, the Company received net proceeds of $855,000, net of underwriter fees and commissions of approximately $70,000, and offering costs of $75,000. In connection with the Company’s public offering, the Company issued a warrant to the underwriters to purchase 62,500 shares of its common stock. The warrant may be exercised beginning on the date that is 180 days after July 22, 2022 until July 19, 2027. The exercise price of the warrant is $0.80 per share. ATM Offering As of December 31, 2022, the Company has received net proceeds on sales of 3,368,146 shares of common stock under its ATM Offering (See Note 2) of approximately $1.25 million (after deducting $0.05 million in commissions and expenses) at a weighted average price of $0.385 per share. Stock Issued for Services During the year ended December 31, 2021, the Company issued 64,261 shares of its common stock with a fair value of approximately $0.2 million in exchange for consulting services. Stock Options During the nine months ended December 31, 2021, the Company issued 409,385 shares of its common stock in connection with the exercise of stock options and received proceeds of approximately $0.2 million. |
Stock-Based Compensation, Restr
Stock-Based Compensation, Restricted Stock and Stock Options | 12 Months Ended |
Dec. 31, 2022 | |
Stock Options, Restricted Stock Units And Warrants [Abstract] | |
Stock-Based Compensation, Restricted Stock and Stock Options | Note 11 – Stock-Based Compensation, Restricted Stock and Stock Options On December 22, 2022, the Company adopted its 2022 Long-Term Incentive Plan (the “2022 Plan”). Under the 2022 Plan, there are 4,200,000 shares of the Company’s common stock available for issuance and the 2022 Plan has a termination date of October 31, 2032. The available shares in the 2022 Plan will automatically increase on the first trading day in January of each calendar year during the term of 2022 Plan, commencing with January 2023, by such number of shares of common stock as are necessary so that the total number of shares reserved for issuance under the 2022 Plan shall be equal to 19.9% of the total number of outstanding shares of common stock, determined on a fully diluted basis as of the applicable trading date (the “Stipulated Percentage”); (b) our Board of Directors may act prior to January 1st of a given calendar year to provide that (i) there will be no such automatic annual increase in the number of shares reserved for issuance under the 2022 Plan or (ii) the increase in the number of shares for such calendar year will be a lesser number of shares than necessary to maintain the Stipulated Percentage of shares reserved for issuance under the 2022 Plan; and (c) unless an increase in shares reserved for issuance under the 2022 Plan in excess of the Initial Share Limit has been approved by our shareholders, the maximum number of shares of common stock that may be delivered pursuant to incentive stock options shall not exceed the Initial Share Limit or, if greater, the number of shares of common stock subsequently approved by the requisite vote of our shareholders entitled to vote thereon. On December 16, 2020, the Company adopted its 2020 Long-Term Incentive Plan (the “2020 Plan”). Under the 2020 Plan, there are 5,333,333 shares of the Company’s common stock available for issuance and the 2020 Plan has a term of 10 years. The available shares in the 2020 Plan will automatically increase on the first trading day in January of each calendar year during the term of this Plan, commencing with January 2021, by an amount equal to the lesser of (i) five percent (5%) of the total number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year, (ii) 1,000,000 shares of common stock or (iii) such number of shares of common stock as may be established by the Company’s Board of Directors. The Company grants equity-based compensation under its 2020 Plan and its 2016 Equity Incentive Plan (the “2016 Plan”). The 2020 Plan and 2016 Plan allows the Company to grant incentive and nonqualified stock options, and shares of restricted stock to its employees, directors and consultants. On June 14, 2019, the Board of Directors of the Company approved increasing the number of shares allocated to the Company’s 2016 Equity Incentive Plan from 5,500,000 to 7,333,333. Under the 2016 Plan and the 2020 Plan, upon the exercise of stock options and issuance of fully vested restricted common stock, shares of common stock may be withheld to satisfy tax withholdings. The Company intends to net settle certain employee options to ensure adequate authorized shares under the Incentive Plan. Stock-based compensation: The Company recognized total expenses for stock-based compensation during the year ended December 31, 2022 and the nine months ended December 31, 2021, which are included in the accompanying statements of operations, as follows (in thousands): Year Ended Nine Months Ended December 31, 2022 2021 Research and development expenses $ 508 $ 384 Selling, general and administrative expenses 1,897 8,318 Total stock-based compensation $ 2,405 $ 8,702 Restricted stock units: A summary of the Company’s restricted stock activity during the year ended December 31, 2022 is as follows: Number of Weighted Average Unvested at December 31, 2021 1,939,683 $ 3.40 Granted 676,350 $ 1.37 Vested (892,016 ) $ 2.09 Issued (1,095,237 ) $ 4.50 Unvested at December 31, 2022 628,780 $ 2.30 During the year ended December 31, 2022, the Company granted 676,350 restricted stock units (“RSUs”) to employees and members of its board of directors with a fair value of approximately $0.9 million. Included in the RSUs granted during 2022, 33,332 RSUs were exchanged for 33,332 cancelled stock options. The cancellation of the stock options and the issuance of the RSUs was accounted for as a modification of the equity awards, and during the year ended December 31, 2022, the Company recognized incremental stock-based compensation of $0.1 million. During the year ended December 31, 2022, the Company accelerated the vesting of 423,779 RSUs. The accelerated vesting was accounted for as a modification of the equity awards, and during the year ended December 31, 2022 the Company reversed $0.4 million of stock-based compensation related to the incremental fair value of the awards. During the nine months ended December 31, 2021, the Company granted 800,000 restricted stock units with a fair value of approximately $4.1 million, in exchange for 800,000 restricted stock awards issued to an officer of the Company and a consultant. The fair value and vesting terms of the restricted stock units are identical to the terms of the restricted stock awards, and therefore, no incremental stock-based compensation has been recognized during the nine months ended December 31, 2021. During the nine months ended December 31, 2021, the Company granted 400,000 restricted stock units with a fair value of approximately $1.6 million to its Chief Financial Officer. During the year ended December 31, 2022, the Company recognized stock-based compensation of approximately $1.6 million, related to restricted stock. As of December 31, 2022, unrecognized stock-based compensation totaled approximately $0.3 million, which is expected to be recognized over a weighted-average period of one year. Restricted stock awards: During the nine months ended December 31, 2021, 66,666 shares of the Company’s restricted stock awards vested. During the nine months ended December 31, 2021, the Company exchanged 88,888 shares of its vested restricted stock awards and 711,112 of its unvested restricted stock awards for restricted stock units. (See Restricted stock units). Stock Options: The Company provides stock-based compensation to employees, directors and consultants under both the 2016 and 2020 Plans. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The risk-free interest rate is determined by referencing the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. During the year ended December 31, 2022, the Company granted 832,500 options to purchase shares of the Company’s common stock to members of the Company’s Board of Directors, employees and consultants. The options have a fair value of approximately $0.3 million. During the nine months ended December 31, 2021, the Company granted 1,442,204 stock options with a fair value of approximately $5.1 million. The following was used in determining the fair value of stock options granted during the year ended December 31, 2022 and the nine months ended December 31, 2021. Year Ended Nine Months Ended 2022 2021 Dividend yield 0% 0% Expected price volatility 88.8% - 91.7% 50% - 103% Risk free interest rate 3.96% - 3.25% 0.35% - 1.33% Expected term 5.0 - 7.0 years 3-7 years A summary of activity under the 2016 and 2020 Plans for the year ended December 31, 2022 is as follows: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Aggregate Intrinsic Value Outstanding at December 31, 2021 11,135,432 $ 2.85 7.6 $ 13,031 Granted 832,500 $ 0.40 - Canceled (977,638 ) $ 3.20 - Forfeited (1,476,670 ) $ 2.60 - Outstanding at December 31, 2022 9,513,624 $ 2.64 6.5 $ 26,188 Exercisable at December 31, 2022 8,579,370 $ 2.80 6.3 $ 26,188 During the year ended December 31, 2022, the Company cancelled 977,638 stock options with a weighted average exercise price of $3.20 per share. Of these stock option cancellations, 33,332 were related to an exchange for restricted stock units (see restricted stock units above) and 944,306 stock options were canceled in connection with employee departures. During the year ended December 31, 2022 the Company modified the expiration dates of 789,527 vested stock options related to terminated employees. The modification of the equity awards modified the expiration date based on the options original terms. During the year ended December 31, 2022, the Company recognized incremental stock-based compensation of $0.6 million. During the nine months ended December 31, 2021, the Company granted 1,318,147 options to purchase shares of its common stock with a fair value of approximately $2.4 million to the Company’s Board of Directors, executives and employees. The options vest over a period of one month - 2 years. During the nine months ended December 31, 2021, the Company granted 124,057 options to purchase shares of its common stock with a fair value of approximately $0.2 million for consulting services. During the year ended December 31, 2022, the Company recognized stock-based compensation of approximately $0.8 million, related to stock options. As of December 31, 2022, unrecognized stock-based compensation totaled approximately $0.3 million, which is expected to be recognized over a weighted-average period of four months. Warrants: A summary of the Company’s warrant (excluding penny warrants) activity during the years ended December 31, 2022 is as follows: Shares Weighted Weighted Aggregate Outstanding at December 31, 2021 4,525,177 $ 2.65 4.0 $ 7,088 Issued 23,136,004 $ 0.38 Outstanding and Exercisable at December 31, 2022 27,661,181 $ 0.75 4.5 $ - 2022 Liability Classified Warrants October 2022 Financing On October 19, 2022, the Company issued 21,759,402 warrants in connection with the issuance of its Notes (See Note 5 and Note 9). The warrants have an exercise price of $0.32 per share and expire five years from the issuance date. 2022 Equity Classified Warrants Hudson Pacific Properties, L.P. On August 12, 2022, the Company entered into two Purchase Orders (PO’s) with Hudson Pacific Properties, L.P. (“Hudson”) for the purchase of the Company’s Smart Window Inserts™ (“Inserts”). Hudson is a unique provider of end-to-end real estate solutions for tech and media tenants. The PO’s have a value of $85,450 and represent the first orders the Company has received prior to the launch of its Inserts. Delivery and installation are expected to begin in Q2 2023. On August 12, 2022, as additional consideration for the PO’s, the Company issued a warrant to Hudson to purchase 300,000 shares of the Company’s common stock at $0.75 per share. The warrant has a five-year life and expires on August 12, 2027. Because Hudson is a customer, the Company accounts for the PO’s and warrants under Accounting Standards Codification (“ASC”) 606 Revenue Recognition The Company accounts for the equity-classified warrant as consideration payable to a customer under ASC 606, as it relates to the future purchase of the Inserts. Pursuant to ASC 718 Compensation - Stock Compensation (“ ”) SLOC In connection with the SLOC, the Company issued a warrant for 200,000 shares of common stock with an exercise price of $2.00, and a total fair value of approximately $223,000. This amount is included in the accompanying consolidated balance sheet as deferred debt issuance costs. During the year ended December 31, 2022 the Company amortized approximately $73,000 of the warrants fair value, which is included in other expense on the accompanying consolidated statement of operations. As of December 31, 2022, deferred debt issuance costs totaled $150,000. 2021 Equity Classified Warrants During the nine months ended December 31, 2021, the Company issued 775,724 common stock warrants in exchange for consulting and advisory services. The warrants have a fair value of approximately $1.3 million which is recorded as stock-based compensation in the accompanying statement of operations for the nine months ended December 31, 2021. The Company estimated the fair value of its equity classified warrants using the Black-Scholes pricing model during the year ended December 31, 2022 and the nine months ended December 31, 2021 as follows: Year Ended Nine Months Dividend yield 0% 0% Expected price volatility 87.3%-103.0% 50%-103% Risk free interest rate 2.2%-3.0% 0.81%-1.2% Expected term (years) 5.0 5.0 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 – Income Taxes During the years ended December 31, 2022 and the nine months ended December 31, 2021, the Company did not record a provision for income taxes due to the recognition of a full valuation allowance. As of December 31, 2022, the Company has net operating loss carryforwards of approximately $34.2 million and $24.2 million available to reduce future taxable income, for federal and state income tax purposes, respectively. Under the Tax Cuts and Jobs Act, the Federal NOLs of approximately $34.2 million incurred during the years ended after December 31, 2017 can be carried forward indefinitely, but are limited in utilization to 80% of taxable income each year. Approximately $26,000 of the federal NOL will expire in 2037. The state net operating loss carryforwards will begin to expire in 2037. Under the Internal Revenue Code (“IRC”) Section 382, annual use of the Company’s net operating loss carryforwards to offset taxable income may be limited based on cumulative changes in ownership. The Company has not completed an analysis to determine whether any such limitations have been triggered as of December 31, 2022. The Company has no income tax effect due to the recognition of a full valuation allowance on the expected tax benefits of future loss carry forwards based on uncertainty surrounding realization of such assets. The federal and state tax returns beginning with the year ended December 31, 2019 are currently open for examination under the applicable federal and state income tax statutes of limitations. The tax effects of the temporary differences and carry forwards that give rise to deferred tax assets consist of the following (in thousands): December 31, December 31, 2022 2021 Net operating loss carryforwards $ 8,438 $ 7,229 Equity based compensation 923 986 Amortization 25 6 Lease liability 409 - Capitalized research costs 707 - Accruals and other temporary differences 78 2 Gross Deferred Tax Assets 10,580 8,223 Depreciation (46 ) (46 ) Right of use asset (388 ) - Accruals and other temporary differences - - Less Valuation Allowance (10,146 ) (8,177 ) Net Deferred Taxes $ - $ - A reconciliation of the statutory income tax rates and the Company’s effective tax rate is as follows: Year ended Nine months December 31, December 31, 2022 2021 Tax provision at statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 0.1 % - % Permanent items (0.2 )% 0.6 % Stock-based compensation (4.0 )% (6.3 )% Change in fair value of warrant liability 1.5 % - % Deferred tax true-up / return to provision (4.6 )% 8.7 % Tax reform rate change - % (0.8 )% Change in valuation allowance (13.8 )% (23.2 )% Income taxes provision (benefit) - % - % As of December 31, 2022 and 2021, the Company had no uncertain tax positions. The Company’s policy is to recognize interest and penalties that would be assessed in relation to the settlement value of unrecognized tax benefits as a component of income tax expense. The Company did not accrue either interest or penalties for the years ended December 31, 2022 and 2021. The Company has not been under tax examination in any jurisdiction for the years ended December 31, 2022 and 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 – Commitments and Contingencies Leases Oregon State University On March 8, 2016, the Company entered into a lease agreement with Oregon State University, to lease office and laboratory space located at HP Campus Building 11, 1110 NE Circle Blvd, Corvallis, Oregon, for approximately $400 monthly. On July 1, 2016, the Company entered into the first amendment to the lease agreement which increased the monthly lease expense to approximately $1,200. On October 1, 2017, the Company entered into a sublease agreement, which provides for additional office space and the monthly lease payment increased to approximately $1,800. The lease expired on June 30, 2018 and the Company extended the lease through June 30, 2019. The monthly lease payment increased to approximately $4,500 for the months ended June 30 2018 through November 30, 2018, and increased to approximately $7,550 for the months ended December 31, 2018 through June 30, 2019. On September 1, 2021, the Company entered into the seventh amendment to its lease with Oregon State University which expands the lease to now include approximately 703 square feet of lab space, 576 square feet of cubicle space, 1096 square feet of Highbay lab space, and 376 square feet of High bay storage space in a building commonly known as Building 11. Effective September 1, 2021, the quarterly operating expense will be $31,647 covering all utility and facility tooling costs. The sublease is extended until June 30, 2025. On January 24, 2022, the Company entered into the eighth amendment to its lease with Oregon State University which expands the lease to now include approximately 703 square feet of lab space, 768 square feet of cubicle space, 2,088 square feet of Highbay lab space, and 376 square feet of High bay storage space in a building commonly known as Building 11. Effective January 24, 2022, the quarterly operating expense will be $44,252 covering all utility and facility tooling costs. The sublease expires June 30, 2025. On January 20, 2023, the Company entered into the ninth amendment to its lease with Oregon State University which reduces the amount of cubicle space from 768 square feet to 288 square feet. Effective January 20, 2023 the quarterly operating expense will be $41,323 covering all utility and facility tooling costs. Hudson 11601 Wilshire, LLC On March 4, 2021, the Company entered into a lease agreement with Hudson 11601 Wilshire, LLC, to lease 3,500 square feet of office space located in Los Angeles, California. The lease term is 39 months and expires on June 30, 2024. The monthly lease expense is as follows: ● Months 1-12 - $18,375 ● Months 13-24 - $19,018 ● Months 25-36 - $19,683 ● Months 37-39 - $20,372 The Company paid a security deposit totaling $20,373 at the lease inception date. HP Inc. On May 4, 2021, the Company entered into a lease agreement with HP Inc. to lease office and lab space located in Corvallis, Oregon. The lease term is 5 years and the lease commencement date is April 1, 2021. The monthly lease expense is $7,388 and increases 3% on each anniversary of the lease commencement date. The Company will pay a security deposit totaling $8,315. The Company has the option to extend the lease for an additional 5 years. On January 26, 2022, the Company entered into the first amendment to its lease with HP Inc., which amends the lease commencement date to January 26, 2022 and the lease expiration date to January 31, 2027. Pacific N.W. Properties, LLC On October 5, 2021, the Company entered into a lease agreement with Pacific N.W. Properties, LLC to lease 26,963 square feet of warehouse, manufacturing, production and office space located in Salem Oregon. The commencement date of the lease is October 1, 2021, the lease term is 62 months and expires on November 30, 2026. On December 9, 2021, the Company entered into the first amendment to its lease agreement with Pacific N.W. Properties, LLC. The lease amendment revises the lease commencement date to December 9, 2021 and the lease expiration date to February 28, 2027. The revised monthly lease expense is as follows: ● Months 1-2 - $15,357 ● Months 3-12 - $21,500 ● Months 13-24 - $22,145 ● Months 25-36 - $22,809 ● Months 37-48 - $23,494 ● Months 49-60 - $24,198 ● Months 61-62 - $24,924 As of December 31, 2022, the Company had operating lease liabilities of approximately $1.9 million and right-of-use assets of approximately $1.8 million, which are included in the consolidated balance sheet. The components of lease expense were as follows (in thousands): Year Ended Operating leases: Operating lease cost $ 760 Variable lease cost 50 Operating lease expense $ 810 Supplemental cash flow information related to leases were as follows: Year Ended Operating cash flows - operating leases $ 719 Right-of-use assets obtained in exchange for operating lease liabilities $ 2,336 Weighted-average remaining lease term – operating leases (in years) 3.3 Weighted-average discount rate – operating leases 12.0 % As of December 31, 2022, future minimum payments are as follows (in thousands): Operating Year ended December 31, 2023 $ 776 Year ended December 31, 2024 678 Year ended December 31, 2025 475 Year ended December 31, 2026 390 Year ended December 31, 2027 58 Total 2,377 Less present value discount (437 ) Operating lease liabilities $ 1,940 During the year ended December 31, 2022 the Company recognized rent expense of approximately $0.8 million, and during the nine months ended December 31, 2021 the Company recognized rent expense of approximately $0.2 million. Litigation From time to time, the Company is also involved in various other claims and legal actions that arise in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company does not believe that the ultimate resolution of these actions will have a material adverse effect on its financial position, results of operations, liquidity or capital resources. Future litigation may be necessary to defend ourselves and our partners by determining the scope, enforceability and validity of third party proprietary rights or to establish the Company’s proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events The Company has evaluated all subsequent events through the date of filing, March 31, 2023, of this Annual Report on Form 10-K with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the consolidated financial statements as of December 31, 2022, and events which occurred after December 31, 2022, but which were not recognized in the financial statements. The Company has determined that there were no subsequent events which required recognition, adjustment to or disclosure in the financial statements. Business Combination On January 3, 2023, the Company acquired certain assets related to the construction of 5G fiber optics infrastructure and distributed antenna systems from Amerigen 7 LLC (the “Asset Acquisition”), for cash consideration of approximately $0.65 million. The Asset Acquisition included approximately 12 employees, customer contracts, and certain operating liabilities. The Asset Acquisition will be accounted for as a business combination in accordance with Accounting Standards Codification 805, Business Combinations. The initial purchase price may be adjusted as needed per the terms of the arrangement agreement. The allocation of purchase price, including any fair value the assets acquired and liabilities assumed as of the acquisition date has not been completed. Notes Payable On January 19, 2023, the Company entered into a warrant inducement agreement with certain holders of the Notes, and issued 6.4 million warrants, with a fair value of $2.05 million, to purchase shares of the Company’s common stock. On February 28, 2023, the Company entered into waiver agreements with the investors of the Notes issued in October 2022, which extended the maturity date of the Notes from October 18, 2023 until April 18, 2024. In connection with the waiver agreements, the Company issued 5,813,414 warrants to purchase shares of the Company’s common stock, which are exercisable at $0.32 per share and expire five years from the issuance date. On January 3, 2023, the Company issued senior secured notes (the “2023 Notes”) with a principal balance of approximately $1.2 million and warrants to purchase 2,500,000 shares of the Company’s common stock for net proceeds of $0.8 million. The 2023 Notes were issued with an original issue discount of 20%, do not bear interest, and mature three months from the date of issuance (unless extended pursuant to the terms of the 2023 Notes). The warrants are exercisable for five years at an exercise price of $0.322, subject to adjustment under certain circumstances described in the warrants. 2023 Line of Credit On February 2, 2023, the Company entered into a line of credit (the “Line of Credit”) securing a line of credit up to $100.0 million. The Line of Credit will be used to fund expenses related to the fulfillment of contracts with customers of the Company’s wholly-owned subsidiary, Crown Fiber Optics Corporation (See Note 1). The Line of Credit expires February 2, 2024, unless the Line of Credit is extended for one or two additional years in accordance with its terms. On February 2, 2023, the Company withdrew $2.0 million under the Line of Credit. Upon drawing down on the Line of Credit, the Company will issue a Secured Promissory Note (“the Promissory Note”) which is due and payable 60 days from the issuance date. The Promissory Note is non-interest bearing and secured by the Company’s assets. The Promissory Note issued with the initial $2.0 million draw down is convertible into shares of the Company’s common stock, at a conversion price per share of $0.50 per share, subject to adjustment under certain circumstances described in the Promissory Note. Promissory Notes evidencing future withdrawals, if any, will be convertible into common stock only upon the declaration of an event of default under such Promissory Note. As consideration for entering into the Line of Credit, the Company issued 5,000 shares of Series E preferred stock, and issued a warrant to purchase 45,000 shares of the Company’s Series E preferred stock. Additionally, 5,000 shares of Series E preferred stock will be issued on the first and second anniversary of the effective date of the Line of Credit. However, if the Company does not elect to extend the Line of Credit for an additional one or two years, the additional 5,000 shares of Series E preferred stock will be issued immediately. The warrant to purchase 45,000 shares of the Company’s Series E preferred stock is exercisable for five years at an exercise price of the greater of $0.50 per share multiplied by 1,000, and subject to adjustment under certain circumstances described in the warrant. Common Stock Subsequent to December 31, 2022, in connection with its ATM Offering, the Company received net proceeds on sales of 12,700,100 shares of its common stock of approximately $2.11 million (after deducting $0.09 million in commissions and expenses) at a weighted average price of $0.189 per share. Subsequent to December 31, 2022, the Company issued 6,405,844 shares of its common stock in connection with the exercise of 6,405,844 warrants, receiving net proceeds of approximately $2.06 million at a weighted average price of $0.32 per share. Preferred Stock Subsequent to December 31, 2022, the Company filed the first amendment to its Series D preferred stock, which modifies the conversion price of the Series D preferred stock from $1.30 to $0.50 per share. On February 1, 2023, the Company’s Board of Directors authorized 77,000 shares of Series E preferred stock with a par value of $0.0001 per share, in connection with its 2023 Line of Credit. Each share of Series E Preferred Stock is convertible into 1,000 shares of the Company’s common stock at the option of the holders. The holders of the Series E preferred stock shall receive dividends on an as converted basis together with the holders of the Company’ common stock. The Series E preferred stock has no voting rights and does not have a preference upon any liquidation, dissolution or winding-up of the Company. Holders of Series E preferred stock are prohibited from converting shares of Series E preferred stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be initially set at 4.99% and thereafter adjusted by the holder to a number between 4.99% and 9.99%) of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion. In addition, in the event a conversion of Series E preferred stock would result in the holder owning more than 19.99% of the Company’s outstanding shares of common stock, the number of shares of common stock that may be issued upon such conversion of Series E preferred stock, shall be limited to 19.99% of the Company’s outstanding shares of common stock on that date, unless stockholder approval is obtained by the Company to issue a number of shares of common stock exceeding the limit. Common Stock On December 22, 2022, the Company’s stockholders approved a reverse stock split of its common stock at a ratio of not more than 1-for-15, such ratio to be determined by the Company’s Board of Directors on or prior to December 22, 2023. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Description of Business Operations [Abstract] | |
Basis of Presentation | Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and include all adjustments necessary for the fair presentation of its balance sheet, results of operations and cash flows for the periods presented. The accompanying consolidated financial statements of the Company include the accounts of the Company and its wholly or majority owned and controlled subsidiaries. Consolidated subsidiaries results are included from the date the subsidiary was formed or acquired. Intercompany investments, balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s consolidated financial statements relate to the valuation of its senior secured convertible notes and warrants, and equity based awards. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisition to be cash equivalents. There were no |
Concentrations of Credit Risk and Off-balance Sheet Risk | Concentrations of Credit Risk and Off-balance Sheet Risk Cash and cash equivalents are financial instruments that are potentially subject to concentrations of credit risk. The Company’s cash and cash equivalents are deposited in accounts at large financial institutions, and amounts may exceed the standard federally insured limits totaling $250,000. The Company believes it is not exposed to significant credit risk due to the the adoption of new banking products that provide additional federal insurance with coverage up to $125 million per entity in the depository institutions in which the cash and cash equivalents are held. The Company has no |
Property and Equipment | roperty and Equipment Property and equipment are stated at cost and depreciated over the estimated useful lives of the assets. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, generally three to ten years. |
Definite-lived Intangible Assets | Definite-lived Intangible Assets Intangible assets with finite lives are comprised of patents and licenses for developed technology, which are amortized on a straight-line basis over their expected useful lives, which is their contractual term or estimated useful life. Patents consist of filing and legal fees incurred, which are initially recorded at cost. |
Impairment of Long-lived Assets and Definite-lived intangibles | Impairment of Long-lived Assets and Definite-lived intangibles The Company reviews long-lived assets (including property and equipment, lease related ROU Assets, and definite-lived intangible assets) for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability of assets is determined by first grouping the long-lived assets at the lowest level for which there are identifiable cash flows, and then comparing the carrying value of each asset group to its forecasted undiscounted cash flows. If the evaluation of the forecasted cash flows indicates that the carrying value of the assets is not recoverable, an impairment test of the asset group is performed. Impairment is recognized if the carrying amount of the asset group exceeds its fair value. The Company performed a test for recoverability at December 31, 2022 and concluded that the carrying value of its long-lived assets was recoverable. |
Fair Value Measurement | Fair Value Measurement The Company follows the accounting guidance in Accounting Standards Codification (“ASC”) 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. |
Convertible Notes | Convertible Notes In accordance with Accounting Standards Codification 825, Financial Instruments |
Warrant Liability | Warrant Liability The Company accounted for certain common stock warrants outstanding as a liability at fair value and adjusted the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of the warrants issued by the Company have been estimated using the Monte Carlo simulation. |
Research and Development | Research and Development Research and development costs, including in-process research and development acquired as part of an asset acquisition for which there is no alternative future use, is expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. |
Stock-Based Compensation | Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend The Company accounts for forfeited awards as they occur. |
Income taxes | Income taxes Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. ASC Topic 740, Income Taxes, (“ASC 740”), also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position. In its consolidated financial statements, the Company utilizes an expected annual effective tax rate in determining its income tax provisions for the interim periods. That rate differs from U.S. statutory rates primarily as a result of valuation allowance related to the Company’s net operating loss carryforward as a result of the historical losses of the Company. |
Leases | Leases The Company accounts for its leases under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 842, Leases. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components as permitted under ASC 842. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. |
Warrants | Warrants SLOC The Company accounts for its warrants related to the SLOC in accordance with ASC 815-40, Contracts in Entity’s Own Equity. Under the guidance of ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements Purchase Order Warrants The Company accounts for its warrants issued in connection with purchase orders in accordance with ASC 606, Revenue Recognition. Compensation - Stock Compensation (“ ”) |
Net Loss per Share | Net Loss per Share ASC 260, Earnings Per Share, requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share of common stock and is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity unless inclusion of such shares would be anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. The following table presents the computation of basic and diluted net loss per common share (in thousands, except share and per share amounts): Year Ended Nine Months Ended Numerator Net loss $ (14,315 ) $ (16,487 ) Cumulative dividends on Series D preferred stock (55 ) - Numerator for basic and diluted net loss per share $ (14,370 ) $ (16,487 ) Denominator Weighted-average common shares outstanding 17,552,451 15,669,636 Less: weighted-average shares subject to repurchase (116,278 ) (1,073,617 ) Denominator for basic and diluted net loss per share 17,436,173 14,596,019 Shares used to compute pro forma net loss per share, basic and diluted Net loss per share: Basic and diluted $ (0.82 ) $ (1.13 ) Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at December 31, 2022 and 2021 are as follows: December 31, 2022 2021 (Unaudited) Series A preferred stock 188,311 188,311 Series B preferred stock 2,019,038 2,019,038 Series C preferred stock 560,757 560,757 Series D preferred stock 814,102 - Warrants to purchase common stock (excluding penny warrants) 27,661,181 4,525,177 Options to purchase common stock 9,513,624 11,135,432 Unvested restricted stock units 628,780 1,939,683 41,385,793 20,368,398 |
Emerging Growth Company | Emerging Growth Company The Company is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (JOBS Act). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Securities and Exchange Act of 1934. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) Leases (Topic 840) Leases (Topic 842) Land Easement Practical Expedient for Transition to Topic 842 In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options Derivatives and Hedging-Contracts in Entity’s Own Equity Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In May 2021, the FASB issued ASU 2021-04, Earnings Per Share Debt-Modifications and Extinguishments Compensation-Stock Compensation Derivatives and Hedging-Contracts in Entity’s Own Equity |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | |
Schedule of computation of basic and diluted net loss per common share | Year Ended Nine Months Ended Numerator Net loss $ (14,315 ) $ (16,487 ) Cumulative dividends on Series D preferred stock (55 ) - Numerator for basic and diluted net loss per share $ (14,370 ) $ (16,487 ) Denominator Weighted-average common shares outstanding 17,552,451 15,669,636 Less: weighted-average shares subject to repurchase (116,278 ) (1,073,617 ) Denominator for basic and diluted net loss per share 17,436,173 14,596,019 Shares used to compute pro forma net loss per share, basic and diluted Net loss per share: Basic and diluted $ (0.82 ) $ (1.13 ) |
Schedule of potentially dilute loss per share | December 31, 2022 2021 (Unaudited) Series A preferred stock 188,311 188,311 Series B preferred stock 2,019,038 2,019,038 Series C preferred stock 560,757 560,757 Series D preferred stock 814,102 - Warrants to purchase common stock (excluding penny warrants) 27,661,181 4,525,177 Options to purchase common stock 9,513,624 11,135,432 Unvested restricted stock units 628,780 1,939,683 41,385,793 20,368,398 |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of prepaid and other current assets | December 31, December 31, License fees $ 300 $ - General liability insurance 142 397 Legal and professional fees - 71 Rent - 86 Hudson warrant * 85 - Other 63 133 $ 590 $ 687 * Fair value of warrant issued to Hudson Pacific Properties, L.P. (See Note 11) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value on a recurring basis into the fair value hierarchy | Fair value measured at December 31, 2022 Total Quoted Significant Significant Liabilities: Convertible notes $ 1,654 $ - $ - $ 1,654 Warrant liability $ 972 $ - $ - $ 972 |
Schedule of level 3 liabilities measured at fair value | Convertible Notes Warrant Liability Balance at December 31, 2021 $ - $ - Issuance of convertible notes and warrants 1,505 1,995 Change in fair value 149 (1,023 ) Balance at December 31, 2022 $ 1,654 $ 972 |
Schedule of summary of significant unobservable inputs level 3 inputs | October 19, December 31, Dividend yield 0 % 0 % Expected price volatility 48.4 % 48.7 % Risk free interest rate 4.60 % 4.74 % Expected term (in years) 1.0 0.8 October 19, December 31, Dividend yield 0 % 0 % Expected price volatility 53.4 % 53.9 % Risk free interest rate 4.35 % 4.01 % Expected term (in years) 5.0 4.8 |
Property & Equipment, Net (Tabl
Property & Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | December 31, December 31, 2022 2021 Equipment $ 1,457 $ 1,013 Computers 52 37 Leasehold improvements 362 28 Total 1,871 1,078 Less accumulated depreciation and amortization (462 ) (183 ) Property and equipment, net $ 1,409 $ 895 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets, net | December 31, December 31, 2022 2021 Patents $ 1,800 $ 1,739 Research license 375 375 Total 2,175 2,114 Accumulated amortization (577 ) (353 ) Intangible assets, net $ 1,598 $ 1,761 |
Schedule of estimated amortization of intangible assets | Estimated Year ended December 31, 2023 $ 220 Year ended December 31, 2024 221 Year ended December 31, 2025 220 Year ended December 31, 2026 183 Year ended December 31, 2027 and thereafter 754 Total $ 1,598 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses [Abstract] | |
Schedule of accrued expenses | December 31, December 31, General liability insurance $ 104 $ 234 Rent - 57 Bonus 510 - Other expenses 7 7 Total $ 621 $ 298 |
Stock-Based Compensation, Res_2
Stock-Based Compensation, Restricted Stock and Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock Options, Restricted Stock Units And Warrants [Abstract] | |
Schedule of stock-based compensation | Year Ended Nine Months Ended December 31, 2022 2021 Research and development expenses $ 508 $ 384 Selling, general and administrative expenses 1,897 8,318 Total stock-based compensation $ 2,405 $ 8,702 |
Schedule of restricted stock activity | Number of Weighted Average Unvested at December 31, 2021 1,939,683 $ 3.40 Granted 676,350 $ 1.37 Vested (892,016 ) $ 2.09 Issued (1,095,237 ) $ 4.50 Unvested at December 31, 2022 628,780 $ 2.30 |
Schedule of fair value of stock options granted | Year Ended Nine Months Ended 2022 2021 Dividend yield 0% 0% Expected price volatility 88.8% - 91.7% 50% - 103% Risk free interest rate 3.96% - 3.25% 0.35% - 1.33% Expected term 5.0 - 7.0 years 3-7 years |
Schedule of activity under the 2016 and 2020 plans | Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Aggregate Intrinsic Value Outstanding at December 31, 2021 11,135,432 $ 2.85 7.6 $ 13,031 Granted 832,500 $ 0.40 - Canceled (977,638 ) $ 3.20 - Forfeited (1,476,670 ) $ 2.60 - Outstanding at December 31, 2022 9,513,624 $ 2.64 6.5 $ 26,188 Exercisable at December 31, 2022 8,579,370 $ 2.80 6.3 $ 26,188 |
Schedule of warrant (excluding penny warrants) activity | Shares Weighted Weighted Aggregate Outstanding at December 31, 2021 4,525,177 $ 2.65 4.0 $ 7,088 Issued 23,136,004 $ 0.38 Outstanding and Exercisable at December 31, 2022 27,661,181 $ 0.75 4.5 $ - |
Schedule of fair value of equity classified warrants using the black-scholes pricing | Year Ended Nine Months Dividend yield 0% 0% Expected price volatility 87.3%-103.0% 50%-103% Risk free interest rate 2.2%-3.0% 0.81%-1.2% Expected term (years) 5.0 5.0 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of tax effects of the temporary differences and carry forwards | December 31, December 31, 2022 2021 Net operating loss carryforwards $ 8,438 $ 7,229 Equity based compensation 923 986 Amortization 25 6 Lease liability 409 - Capitalized research costs 707 - Accruals and other temporary differences 78 2 Gross Deferred Tax Assets 10,580 8,223 Depreciation (46 ) (46 ) Right of use asset (388 ) - Accruals and other temporary differences - - Less Valuation Allowance (10,146 ) (8,177 ) Net Deferred Taxes $ - $ - |
Schedule of reconciliation of the statutory income tax rates and the Company’s effective tax rate | Year ended Nine months December 31, December 31, 2022 2021 Tax provision at statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 0.1 % - % Permanent items (0.2 )% 0.6 % Stock-based compensation (4.0 )% (6.3 )% Change in fair value of warrant liability 1.5 % - % Deferred tax true-up / return to provision (4.6 )% 8.7 % Tax reform rate change - % (0.8 )% Change in valuation allowance (13.8 )% (23.2 )% Income taxes provision (benefit) - % - % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of lease expense | Year Ended Operating leases: Operating lease cost $ 760 Variable lease cost 50 Operating lease expense $ 810 |
Schedule of supplemental cash flow information related to leases | Year Ended Operating cash flows - operating leases $ 719 Right-of-use assets obtained in exchange for operating lease liabilities $ 2,336 Weighted-average remaining lease term – operating leases (in years) 3.3 Weighted-average discount rate – operating leases 12.0 % |
Schedule of future minimum payments | Operating Year ended December 31, 2023 $ 776 Year ended December 31, 2024 678 Year ended December 31, 2025 475 Year ended December 31, 2026 390 Year ended December 31, 2027 58 Total 2,377 Less present value discount (437 ) Operating lease liabilities $ 1,940 |
Organization and Description _2
Organization and Description of Business Operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Jan. 28, 2021 | Feb. 28, 2023 | Jul. 22, 2022 | Jul. 19, 2022 | Dec. 31, 2022 | Feb. 01, 2023 | Dec. 22, 2022 | Dec. 31, 2021 | Jan. 26, 2021 | |
Organization and Description of Business Operations (Details) [Line Items] | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Offering price per share | $ 0.8 | ||||||||
Offering costs | $ 75,000 | ||||||||
Common stock, par value | $ 0.0001 | ||||||||
Shares issued to underwriters | 1,250,000 | 6,405,844 | |||||||
Purchase price per share | $ 0.744 | ||||||||
Net proceeds | 855,000 | ||||||||
Net of underwriter fees and commissions | $ 70,000 | ||||||||
Purchase of warrants for common stock | 62,500 | ||||||||
Exercise price per share of warrant | $ 0.8 | ||||||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | |||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Public Offering [Member] | |||||||||
Organization and Description of Business Operations (Details) [Line Items] | |||||||||
Common stock, par value | 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued | 4,772,500 | ||||||||
Purchase price per share | $ 0.8 | $ 4.14 | |||||||
Offering price per share | $ 4.5 | ||||||||
Net proceeds from its public offering | $ 19,300,000 | ||||||||
Underwriter fees and commissions | 1,700,000 | ||||||||
Offering costs | $ 500,000 | ||||||||
Warrants [Member] | |||||||||
Organization and Description of Business Operations (Details) [Line Items] | |||||||||
Common stock, shares issued | 21,759,402 | ||||||||
Exercise price of the warrant | $ 5.625 | ||||||||
Over-Allotment Option [Member] | |||||||||
Organization and Description of Business Operations (Details) [Line Items] | |||||||||
Additional shares issued | 187,500 | ||||||||
Common stock [Member] | Minimum [Member] | |||||||||
Organization and Description of Business Operations (Details) [Line Items] | |||||||||
Common stock, shares authorized | 200,000,000 | ||||||||
Common stock [Member] | Maximum [Member] | |||||||||
Organization and Description of Business Operations (Details) [Line Items] | |||||||||
Common stock, shares authorized | 800,000,000 | ||||||||
Public Offering [Member] | Warrants [Member] | |||||||||
Organization and Description of Business Operations (Details) [Line Items] | |||||||||
Common stock, shares issued | 381,800 | ||||||||
Subsequent Event [Member] | |||||||||
Organization and Description of Business Operations (Details) [Line Items] | |||||||||
Purchase of warrants for common stock | 5,813,414 | ||||||||
Preferred stock, shares authorized | 77,000 | ||||||||
Subsequent Event [Member] | Series E Preferred Stock [Member] | |||||||||
Organization and Description of Business Operations (Details) [Line Items] | |||||||||
Common stock, shares issued | 1,000 | ||||||||
Preferred stock, shares authorized | 77,000 | ||||||||
Preferred stock, par value | $ 0.0001 |
Liquidity, Financial Conditio_2
Liquidity, Financial Condition, and Going Concern (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Oct. 05, 2022 | Oct. 19, 2022 | Mar. 30, 2022 | Mar. 23, 2022 | Dec. 31, 2022 | Feb. 02, 2023 | Jul. 31, 2022 | Dec. 31, 2021 | |
Liquidity, Financial Condition, and Going Concern (Details) [Line Items] | ||||||||
Accumulated deficit | $ 88,000 | |||||||
Working capital | 3,300 | |||||||
Net loss | 14,300 | |||||||
Net cash used in operating activities | 11,100 | |||||||
Net cash used in investing activities | 800 | |||||||
Fund amount | 10,000 | |||||||
Credit facilities | $ 5,400 | $ 100,000 | ||||||
Irrevocable standby letter of credit | $ 10,000 | |||||||
Accrues interest rate | 12% | |||||||
Maturity term | 2 years | |||||||
Shares of restricted common stock (in Shares) | 50,000 | |||||||
Restricted cash draw | $ 1,000 | |||||||
Drawdown amount | $ 5,000 | |||||||
Net proceeds | $ 5,400 | |||||||
Sale of shares (in Shares) | 21,749,402 | |||||||
Weighted average price (in Dollars per share) | $ 0.385 | |||||||
Aggregate gross proceed percentage | 3% | 3% | ||||||
Placement shares amount | $ 3,500 | |||||||
Sale of net proceed (in Shares) | 3,368,146 | |||||||
Agreement of sales | $ 1,250 | |||||||
Commissions and expenses | $ 50 | |||||||
Common Stock [Member] | ||||||||
Liquidity, Financial Condition, and Going Concern (Details) [Line Items] | ||||||||
Share issued (in Shares) | 64,261 | |||||||
Weighted average price (in Dollars per share) | $ 3,500,000 | |||||||
Placement Shares [Member] | ||||||||
Liquidity, Financial Condition, and Going Concern (Details) [Line Items] | ||||||||
Sale of shares (in Shares) | 5,000,000 | |||||||
Series D Preferred Stock [Member] | ||||||||
Liquidity, Financial Condition, and Going Concern (Details) [Line Items] | ||||||||
settled liability | $ 1,000 | |||||||
Share issued (in Shares) | 1,058 | 1,058 | ||||||
Subsequent Event [Member] | ||||||||
Liquidity, Financial Condition, and Going Concern (Details) [Line Items] | ||||||||
Line of credit | $ 2,000 | |||||||
Subsequent Event [Member] | 2023 Line of Credit [Member] | ||||||||
Liquidity, Financial Condition, and Going Concern (Details) [Line Items] | ||||||||
Line of credit | $ 100,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||||
Oct. 01, 2017 | Jul. 01, 2016 | Mar. 08, 2016 | Jun. 30, 2019 | Nov. 30, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies (Details) [Line Items] | |||||||
Cash equivalents | |||||||
Exceed federally insured limits | 250,000 | ||||||
Additional federal insurance | 125,000 | ||||||
Risk of loss amount | |||||||
Expected dividend yield percentage | 0% | ||||||
Lease liabilities | $ 1,800 | ||||||
Operating leases | $ 1,800 | $ 1,200 | $ 400 | $ 7,550 | $ 4,500 | $ 1,800 | |
Minimum [Member] | |||||||
Significant Accounting Policies (Details) [Line Items] | |||||||
Estimated useful lives of the assets | 3 years | ||||||
Maximum [Member] | |||||||
Significant Accounting Policies (Details) [Line Items] | |||||||
Estimated useful lives of the assets | 10 years |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of computation of basic and diluted net loss per common share - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Numerator | ||
Net loss | $ (16,487) | $ (14,315) |
Cumulative dividends on Series D preferred stock | (55) | |
Numerator for basic and diluted net loss per share | $ (16,487) | $ (14,370) |
Denominator | ||
Weighted-average common shares outstanding | 15,669,636 | 17,552,451 |
Less: weighted-average shares subject to repurchase | (1,073,617) | (116,278) |
Denominator for basic and diluted net loss per share | 14,596,019 | 17,436,173 |
Shares used to compute pro forma net loss per share, basic and diluted | ||
Net loss per share: | ||
Basic and diluted | $ (1.13) | $ (0.82) |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of potentially dilute loss per share - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Estimated Amortization of Intangible Assets [Abstract] | ||
Total | 41,385,793 | 20,368,398 |
Warrants to purchase common stock (excluding penny warrants) [Member] | ||
Schedule of Estimated Amortization of Intangible Assets [Abstract] | ||
Total | 27,661,181 | 4,525,177 |
Options to purchase common stock [Member] | ||
Schedule of Estimated Amortization of Intangible Assets [Abstract] | ||
Total | 9,513,624 | 11,135,432 |
Unvested restricted stock units [Member] | ||
Schedule of Estimated Amortization of Intangible Assets [Abstract] | ||
Total | 628,780 | 1,939,683 |
Series A preferred stock [Member] | ||
Schedule of Estimated Amortization of Intangible Assets [Abstract] | ||
Series of preferred stock | 188,311 | 188,311 |
Series B preferred stock [Member] | ||
Schedule of Estimated Amortization of Intangible Assets [Abstract] | ||
Series of preferred stock | 2,019,038 | 2,019,038 |
Series C preferred stock [Member] | ||
Schedule of Estimated Amortization of Intangible Assets [Abstract] | ||
Series of preferred stock | 560,757 | 560,757 |
Series D preferred stock [Member] | ||
Schedule of Estimated Amortization of Intangible Assets [Abstract] | ||
Series of preferred stock | 814,102 |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets (Details) - Schedule of prepaid and other current assets - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule Of Prepaid And Other Current Assets [Abstract] | |||
License fees | $ 300 | ||
General liability insurance | 142 | $ 397 | |
Legal and professional fees | 71 | ||
Rent | 86 | ||
Hudson warrant * | [1] | 85 | |
Other | 63 | 133 | |
Total prepaid and other current assets | $ 590 | $ 687 | |
[1]Fair value of warrant issued to Hudson Pacific Properties, L.P. (See Note 11) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Shares issued (in Shares) | 21,759,402 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Liabilities, Fair Value | $ 0.9 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis into the fair value hierarchy - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Convertible notes | $ 1,654 | |
Warrant liability | 972 | |
Quoted prices in active markets (Level 1) [Member] | ||
Liabilities: | ||
Convertible notes | ||
Warrant liability | ||
Significant other observable inputs (Level 2) [Member] | ||
Liabilities: | ||
Convertible notes | ||
Warrant liability | ||
Significant unobservable inputs (Level 3) [Member] | ||
Liabilities: | ||
Convertible notes | 1,654 | |
Warrant liability | $ 972 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of level 3 liabilities measured at fair value $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Convertible Notes [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | |
Issuance of convertible notes and warrants (in Shares) | shares | 1,505 |
Change in fair value | $ 149 |
Ending balance | 1,654 |
Warrant Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | |
Issuance of convertible notes and warrants (in Shares) | shares | 1,995 |
Change in fair value | $ (1,023) |
Ending balance | $ 972 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of significant unobservable inputs level 3 inputs | 1 Months Ended | 12 Months Ended |
Oct. 19, 2022 | Dec. 31, 2022 | |
Warrants [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Dividend yield | 0% | 0% |
Expected price volatility | 48.40% | 48.70% |
Risk free interest rate | 4.60% | 4.74% |
Expected term (in years) | 1 year | 9 months 18 days |
Convertible Notes Payable [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Dividend yield | 0% | 0% |
Expected price volatility | 53.40% | 53.90% |
Risk free interest rate | 4.35% | 4.01% |
Expected term (in years) | 5 years | 4 years 9 months 18 days |
Property & Equipment, Net (Deta
Property & Equipment, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 100 | $ 300 |
Loss on disposal of equipment | $ 50 |
Property & Equipment, Net (De_2
Property & Equipment, Net (Details) - Schedule of property and equipment, net - Property, Plant and Equipment [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,871 | $ 1,078 |
Less accumulated depreciation and amortization | (462) | (183) |
Property and equipment, net | 1,409 | 895 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 1,457 | 1,013 |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 52 | 37 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 362 | $ 28 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Feb. 04, 2021 | Jul. 23, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Consideration paid amount | $ 264,000 | |||
legal fees | $ 38,000 | |||
Payment for transfer of technology | $ 375,000 | |||
Useful life | 10 years | |||
Intellectual property agreement, description | the Company entered into the fourth amendment to the IP agreement with HP. Under the terms of the amendment, the parties agreed to amend the list of patent and patent applications, which includes two additional patents that are assignable to the Company by HP. The Company exercised the option to purchase the assignable patents and paid HP $1.55 million dollars on February 9, 2021. Upon assignment of the patents, the Company will pay HP a royalty fee based on the cumulative gross revenue received by the Company from the patents as follows:1. Prior to December 31, 2029: ●Less than $70,000,000, royalty rate of 0.00% ●$70,000,000 - $500,000,000, royalty rate of 1.25% ●$500,000,000 and beyond, royalty rate of 1.00% 2. After January 1, 2030 and onward, royalty rate of 0.00% Under the terms of the amendment, HP waived any interest that would have been accrued on the open payable of $75,000 which was due from the Company related to the license agreement dated January 31, 2016. | |||
Amortization expense | $ 150 | $ 200 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of intangible assets, net - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Intangible Assets Net [Abstract] | ||
Patents | $ 1,800 | $ 1,739 |
Research license | 375 | 375 |
Total | 2,175 | 2,114 |
Accumulated amortization | (577) | (353) |
Intangible assets, net | $ 1,598 | $ 1,761 |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details) - Schedule of estimated amortization of intangible assets $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule of Estimated Amortization of Intangible Assets [Abstract] | |
Year ended December 31, 2023 | $ 220 |
Year ended December 31, 2024 | 221 |
Year ended December 31, 2025 | 220 |
Year ended December 31, 2026 | 183 |
Year ended December 31, 2027 and thereafter | 754 |
Total | $ 1,598 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule Of Accrued Expenses [Abstract] | ||
General liability insurance | $ 234 | $ 104 |
Rent | 57 | |
Bonus | 510 | |
Other expenses | 7 | 7 |
Total | $ 298 | $ 621 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Oct. 19, 2022 | Jun. 17, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 03, 2021 | Apr. 24, 2020 | |
Notes Payable (Details) [Line Items] | ||||||
Principal amount | $ 5,400 | $ 100,000 | ||||
Warrants to purchase shares (in Shares) | 21,749,402 | |||||
Conversion price at premium percentage | 54% | |||||
Original issue discount percentage | 35% | |||||
Conversion price per share (in Dollars per share) | $ 0.49 | |||||
Warrants exercise price (in Dollars per share) | $ 0.32 | $ 0.32 | ||||
Expiration period | 5 years | |||||
Fair value of the notes | $ 1,700 | |||||
Loan balance | $ 430,500 | |||||
Economic injury disaster loan | $ 8,000 | |||||
Senior Secured Convertible Notes [Member] | ||||||
Notes Payable (Details) [Line Items] | ||||||
Net proceeds | $ 3,500 | |||||
Fair value of the notes | $ 150 | |||||
Paycheck Protection Loan [Member] | ||||||
Notes Payable (Details) [Line Items] | ||||||
Principal amount | $ 233,300 | $ 197,200 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jul. 08, 2022 | Feb. 19, 2021 | Jan. 22, 2021 | Jan. 05, 2021 | Oct. 19, 2022 | Jul. 22, 2022 | Jul. 19, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 17, 2022 | Jul. 31, 2022 | Mar. 31, 2021 | Jan. 26, 2021 | |
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, value issued (in Dollars) | ||||||||||||||
Dividend percentage | 8% | |||||||||||||
Preferred stock, conversion price (in Dollars per share) | $ 0.5 | |||||||||||||
Preferred stock, share issued | 1,250,000 | 6,405,844 | ||||||||||||
Preferred stock, shares outstanding | ||||||||||||||
Exercise price (in Dollars per share) | $ 0.8 | |||||||||||||
Cash paid (in Dollars) | $ 6,130,000 | $ 821,000 | $ 6,130,000 | |||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Agreed to sell of common stock | 21,749,402 | |||||||||||||
Underwriters purchase (in Dollars) | $ 62,500 | |||||||||||||
Agreement sales (in Dollars) | 1,250,000 | |||||||||||||
Commissions and expenses (in Dollars) | $ 50,000 | |||||||||||||
Weighted average price (in Dollars per share) | $ 0.189 | |||||||||||||
Fair value (in Dollars) | $ 200,000 | |||||||||||||
Exercise of stock options and received proceeds (in Dollars) | $ 200,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Share issued | 64,261 | 64,261 | ||||||||||||
Weighted average price (in Dollars per share) | $ 0.32 | |||||||||||||
Minimum [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Aggregate subscription percentage | 1% | |||||||||||||
Maximum [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Aggregate subscription percentage | 10% | |||||||||||||
IPO [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Share issued | 4,772,500 | |||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||
Agreed to sell of common stock | 1,250,000 | |||||||||||||
Purchase of price per share (in Dollars per share) | $ 0.744 | |||||||||||||
Offering price public (in Dollars per share) | $ 0.8 | $ 4.14 | ||||||||||||
Additional shares | 187,500 | |||||||||||||
Net proceed (in Dollars) | $ 855,000 | |||||||||||||
Proceeds from underwriter fee and commission (in Dollars) | 70,000 | |||||||||||||
Proceeds from offering cost (in Dollars) | $ 75,000 | |||||||||||||
ATM Offering [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Net proceed (in Dollars) | $ 3,368,146 | |||||||||||||
Agreement sales (in Dollars) | 1.25 | |||||||||||||
Commissions and expenses (in Dollars) | $ 0.05 | |||||||||||||
Weighted average price (in Dollars per share) | $ 0.385 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Preferred stock, shares authorized | 300 | 300 | 300 | 300 | ||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock, value issued (in Dollars) | $ 1,000 | |||||||||||||
Preferred stock, conversion price (in Dollars per share) | $ 1.3329 | |||||||||||||
Preferred stock, share issued | 251 | |||||||||||||
Preferred stock, shares outstanding | 251 | 251 | 251 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Preferred stock, shares authorized | 1,500 | 1,500 | 1,500 | 1,500 | ||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock, value issued (in Dollars) | $ 1,000 | |||||||||||||
Dividend percentage | 8% | |||||||||||||
Preferred stock, conversion price (in Dollars per share) | $ 0.7149 | |||||||||||||
Preferred stock, share issued | 1,443 | |||||||||||||
Preferred stock, shares outstanding | 1,443 | 1,443 | 1,443 | |||||||||||
Series C Preferred Stock [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Preferred stock, shares authorized | 600,000 | 600,000 | 600,000 | 600,000 | ||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock, value issued (in Dollars) | $ 1 | |||||||||||||
Dividend percentage | 8% | |||||||||||||
Preferred stock, conversion price (in Dollars per share) | $ 0.893 | |||||||||||||
Preferred stock, share issued | 500,756 | |||||||||||||
Preferred stock, shares outstanding | 500,756 | 500,756 | 500,756 | |||||||||||
Series D Preferred Stock [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Preferred stock, shares authorized | 7,000 | 7,000 | 7,000 | 7,000 | ||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock, value issued (in Dollars) | $ 1,000 | |||||||||||||
Dividend percentage | 12% | |||||||||||||
Preferred stock, conversion price (in Dollars per share) | $ 1.3 | |||||||||||||
Preferred stock, shares outstanding | 1,058 | 1,058 | 1,058 | |||||||||||
Preferred stock stated value percentage | 125% | |||||||||||||
Share issued | 1,058 | 1,058 | ||||||||||||
Shares liability (in Dollars) | $ 1,100,000 | |||||||||||||
Preferred stock, shares issued | 1,058 | 1,058 | 1,058 | |||||||||||
Purchase of warrants | 814,102 | |||||||||||||
Exercise price (in Dollars per share) | $ 1.3 | |||||||||||||
Cash paid (in Dollars) | $ 2,400 | |||||||||||||
Restricted Stock [Member] | ||||||||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||||||||
Vested restricted stock units | 409,385 |
Stock-Based Compensation, Res_3
Stock-Based Compensation, Restricted Stock and Stock Options (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Aug. 12, 2022 | Oct. 19, 2022 | Dec. 16, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 22, 2022 | Jun. 14, 2019 | |
Stock-Based Compensation, Restricted Stock and Stock Options (Details) [Line Items] | ||||||||
Common stock available for issuance | 4,200,000 | |||||||
Total number of outstanding shares, percentage | 19.90% | |||||||
Vested stock options | 789,527 | |||||||
Stock-based compensation (in Dollars) | $ 923,000 | $ 986,000 | ||||||
Unrecognized stock-based compensation (in Dollars) | $ 300,000 | |||||||
Recognized weighted-average, term | 1 year | |||||||
Restricted stock awards vested | 66,666 | |||||||
Vested restricted stock award | 88,888 | |||||||
Unvested restricted stock awards | 711,112 | |||||||
Stock option granted | 832,500 | 1,442,204 | ||||||
Fair value options (in Dollars) | $ 300,000 | $ 5,100,000 | ||||||
Stock option of cancelled shares | 977,638 | |||||||
Weighted average exercise price (in Dollars per share) | $ 3.2 | |||||||
Stock option cancellations | 33,332 | |||||||
Stock options were canceled with employee departures | 944,306 | |||||||
Issued a warrant shares | 21,759,402 | |||||||
Warrant exercise price per share (in Dollars per share) | $ 0.32 | $ 0.32 | ||||||
Warrant expire, term | 5 years | |||||||
First orders value (in Dollars) | $ 85,450 | |||||||
Warrant issued, description | as additional consideration for the PO’s, the Company issued a warrant to Hudson to purchase 300,000 shares of the Company’s common stock at $0.75 per share. The warrant has a five-year life and expires on August 12, 2027. | The warrant to purchase 45,000 shares of the Company’s Series E preferred stock is exercisable for five years at an exercise price of the greater of $0.50 per share multiplied by 1,000, and subject to adjustment under certain circumstances described in the warrant. | ||||||
Fair value of warrant issuance (in Dollars) | $ 161,700 | |||||||
Prepaid asset (in Dollars) | 85,450 | |||||||
Total fair value (in Dollars) | 223,000 | |||||||
Warrants fair value amortized (in Dollars) | 73,000 | |||||||
Deferred debt issuance costs (in Dollars) | $ 150,000 | |||||||
Warrant [Member] | ||||||||
Stock-Based Compensation, Restricted Stock and Stock Options (Details) [Line Items] | ||||||||
Issued a warrant shares | 200,000 | |||||||
Exercise price (in Dollars per share) | $ 2 | |||||||
2020 plan [Member] | ||||||||
Stock-Based Compensation, Restricted Stock and Stock Options (Details) [Line Items] | ||||||||
Common stock available for issuance | 5,333,333 | |||||||
Expire term | 10 years | |||||||
Equity compensation plan, description | The available shares in the 2020 Plan will automatically increase on the first trading day in January of each calendar year during the term of this Plan, commencing with January 2021, by an amount equal to the lesser of (i) five percent (5%) of the total number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year, (ii) 1,000,000 shares of common stock or (iii) such number of shares of common stock as may be established by the Company’s Board of Directors. | |||||||
2016 Equity Incentive Plan [Member] | Minimum [Member] | ||||||||
Stock-Based Compensation, Restricted Stock and Stock Options (Details) [Line Items] | ||||||||
Number of shares issued | 5,500,000 | |||||||
2016 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||
Stock-Based Compensation, Restricted Stock and Stock Options (Details) [Line Items] | ||||||||
Number of shares issued | 7,333,333 | |||||||
2021 Equity Classified Warrants [Member] | ||||||||
Stock-Based Compensation, Restricted Stock and Stock Options (Details) [Line Items] | ||||||||
Fair value options (in Dollars) | $ 1,300,000 | |||||||
Issued a warrant shares | 775,724 | 775,724 | ||||||
Stock Options [Member] | ||||||||
Stock-Based Compensation, Restricted Stock and Stock Options (Details) [Line Items] | ||||||||
Fair value (in Dollars) | $ 2,400,000 | |||||||
Incremental stock-based compensation (in Dollars) | $ 600,000 | |||||||
Stock-based compensation (in Dollars) | 800,000 | |||||||
Unrecognized stock-based compensation (in Dollars) | $ 300,000 | |||||||
Stock option granted | 1,318,147 | |||||||
Stock Options [Member] | Minimum [Member] | ||||||||
Stock-Based Compensation, Restricted Stock and Stock Options (Details) [Line Items] | ||||||||
Options vest, term | 1 month | |||||||
Stock Options [Member] | Maximum [Member] | ||||||||
Stock-Based Compensation, Restricted Stock and Stock Options (Details) [Line Items] | ||||||||
Options vest, term | 2 years | |||||||
Stock Options [Member] | Consultings Services [Member] | ||||||||
Stock-Based Compensation, Restricted Stock and Stock Options (Details) [Line Items] | ||||||||
Fair value (in Dollars) | $ 200,000 | |||||||
Stock option granted | 124,057 | |||||||
Chief Financial Officer [Member] | ||||||||
Stock-Based Compensation, Restricted Stock and Stock Options (Details) [Line Items] | ||||||||
Granted restricted stock units | 400,000 | |||||||
Fair value (in Dollars) | $ 1,600,000 | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Stock-Based Compensation, Restricted Stock and Stock Options (Details) [Line Items] | ||||||||
Granted restricted stock units | 800,000 | 676,350 | ||||||
Fair value (in Dollars) | $ 4,100,000 | $ 900,000 | ||||||
Restricted stock units | 800,000 | 33,332 | ||||||
Cancelled stock option | 33,332 | |||||||
Incremental stock-based compensation (in Dollars) | $ 100,000 | |||||||
Vested stock options | 423,779 | |||||||
Stock-based compensation (in Dollars) | $ 400,000 | |||||||
Restricted Stock Awards [Member] | ||||||||
Stock-Based Compensation, Restricted Stock and Stock Options (Details) [Line Items] | ||||||||
Stock-based compensation (in Dollars) | $ 1,600,000 |
Stock-Based Compensation, Res_4
Stock-Based Compensation, Restricted Stock and Stock Options (Details) - Schedule of stock-based compensation - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule Of Stock Based Compensation Abstract | ||
Research and development expenses | $ 384 | $ 508 |
Selling, general and administrative expenses | 8,318 | 1,897 |
Total stock-based compensation | $ 8,702 | $ 2,405 |
Stock-Based Compensation, Res_5
Stock-Based Compensation, Restricted Stock and Stock Options (Details) - Schedule of restricted stock activity | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Schedule Of Restricted Stock Activity Abstract | |
Number of Shares, Unvested at Beginning Balance | shares | 1,939,683 |
Weighted Average Grant-Date Fair Value, Unvested at Beginning Balance | $ / shares | $ 3.4 |
Number of Shares, Granted | shares | 676,350 |
Weighted Average Grant-Date Fair Value, Granted | $ / shares | $ 1.37 |
Number of Shares, Vested | shares | (892,016) |
Weighted Average Grant-Date Fair Value, Vested | $ / shares | $ 2.09 |
Number of Shares, Issued | shares | (1,095,237) |
Weighted Average Grant-Date Fair Value, Issued | $ / shares | $ 4.5 |
Number of Shares, Unvested at Ending Balance | shares | 628,780 |
Weighted Average Grant-Date Fair Value, Unvested at Ending Balance | $ / shares | $ 2.3 |
Stock-Based Compensation, Res_6
Stock-Based Compensation, Restricted Stock and Stock Options (Details) - Schedule of fair value of stock options granted | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Fair Value Of Stock Options Granted Abstract | ||
Dividend yield | 0% | 0% |
Expected price volatility | ||
Risk free interest rate | ||
Expected term |
Stock-Based Compensation, Res_7
Stock-Based Compensation, Restricted Stock and Stock Options (Details) - Schedule of activity under the 2016 and 2020 plans $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Schedule Of Activity Under The2016 And2020 Plans Abstract | |
Shares Underlying Options, Outstanding at Beginning Balance | shares | 11,135,432 |
Weighted Average Exercise Price, Outstanding at Beginning Balance | $ / shares | $ 2.85 |
Weighted Average Remaining Contractual Term (Years), Outstanding at Beginning Balance | 7 years 7 months 6 days |
Aggregate Intrinsic Value, Outstanding at Beginning Balance | $ | $ 13,031 |
Shares Underlying Options, Exercisable | shares | 8,579,370 |
Weighted Average Exercise Price, Weighted Average Exercise Price, Exercisable | $ / shares | $ 2.8 |
Weighted Average Remaining Contractual Term (Years), Exercisable | 6 years 3 months 18 days |
Aggregate Intrinsic Value, Exercisable | $ | $ 26,188 |
Shares Underlying Options, Granted | shares | 832,500 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.4 |
Aggregate Intrinsic Value, Weighted Average Remaining Contractual Term (Years), Granted | |
Shares Underlying Options, Canceled | shares | (977,638) |
Weighted Average Exercise Price, Canceled | $ / shares | $ 3.2 |
Weighted Average Remaining Contractual Term (Years), Canceled | |
Shares Underlying Options, Forfeited | shares | (1,476,670) |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 2.6 |
Shares Underlying Options, Outstanding at Ending Balance | shares | 9,513,624 |
Weighted Average Exercise Price, Outstanding at Ending Balance | $ / shares | $ 2.64 |
Weighted Average Remaining Contractual Term (Years), Outstanding at Ending Balance | 6 years 6 months |
Aggregate Intrinsic Value, Outstanding at Ending Balance | $ | $ 26,188 |
Stock-Based Compensation, Res_8
Stock-Based Compensation, Restricted Stock and Stock Options (Details) - Schedule of warrant (excluding penny warrants) activity - Warrant [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Shares Underlying Warrants, Outstanding at Beginning Balance | shares | 4,525,177 |
Weighted Average Exercise Price, Outstanding at Beginning Balance | $ / shares | $ 2.65 |
Weighted Average Remaining Contractual Term (Years), Outstanding at Beginning Balance | 4 years |
Aggregate Intrinsic Value, Outstanding at Beginning Balance | $ | $ 7,088 |
Shares Underlying Warrants, Issued | shares | 23,136,004 |
Weighted Average Exercise Price, Issued | $ / shares | $ 0.38 |
Shares Underlying Warrants, Outstanding at Ending Balance | shares | 27,661,181 |
Weighted Average Exercise Price, Outstanding at Ending Balance | $ / shares | $ 0.75 |
Weighted Average Remaining Contractual Term (Years), Outstanding at Ending Balance | 4 years 6 months |
Aggregate Intrinsic Value, Outstanding at Ending Balance | $ |
Stock-Based Compensation, Res_9
Stock-Based Compensation, Restricted Stock and Stock Options (Details) - Schedule of fair value of equity classified warrants using the black-scholes pricing - 2021 Equity Classified Warrants [Member] | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Stock-Based Compensation, Restricted Stock and Stock Options (Details) - Schedule of fair value of equity classified warrants using the black-scholes pricing [Line Items] | ||
Dividend yield | 0% | 0% |
Expected term (years) | 5 years | 5 years |
Minimum [Member] | ||
Stock-Based Compensation, Restricted Stock and Stock Options (Details) - Schedule of fair value of equity classified warrants using the black-scholes pricing [Line Items] | ||
Expected price volatility | 50% | 87.30% |
Risk free interest rate | 0.81% | 2.20% |
Maximum [Member] | ||
Stock-Based Compensation, Restricted Stock and Stock Options (Details) - Schedule of fair value of equity classified warrants using the black-scholes pricing [Line Items] | ||
Expected price volatility | 103% | 103% |
Risk free interest rate | 1.20% | 3% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 34,200,000 | $ 34,200,000 |
Taxable income | 24,200,000 | |
Rate of taxable income | 80% | |
Federal NOL | $ 26,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of tax effects of the temporary differences and carry forwards - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Tax Effects Of The Temporary Differences And Carry Forwards Abstract | ||
Net operating loss carryforwards | $ 8,438 | $ 7,229 |
Equity based compensation | 923 | 986 |
Amortization | 25 | 6 |
Lease liability | 409 | |
Capitalized research costs | 707 | |
Accruals and other temporary differences | 78 | 2 |
Gross Deferred Tax Assets | 10,580 | 8,223 |
Depreciation | (46) | (46) |
Right of use asset | (388) | |
Accruals and other temporary differences | ||
Less Valuation Allowance | (10,146) | (8,177) |
Net Deferred Taxes |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of reconciliation of the statutory income tax rates and the Company’s effective tax rate | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule Of Reconciliation Of The Statutory Income Tax Rates And The Companys Effective Tax Rate [Abstract] | ||
Tax provision at statutory rate | 21% | 21% |
State taxes, net of federal benefit | 0.10% | |
Permanent items | 0.60% | (0.20%) |
Stock-based compensation | (6.30%) | (4.00%) |
Change in fair value of warrant liability | 1.50% | |
Deferred tax true-up / return to provision | 8.70% | (4.60%) |
Tax reform rate change | (0.80%) | |
Change in valuation allowance | (23.20%) | (13.80%) |
Income taxes provision (benefit) |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Mar. 04, 2022 | Dec. 09, 2021 | Sep. 01, 2021 USD ($) | May 04, 2021 USD ($) | Oct. 01, 2017 USD ($) | Jul. 01, 2016 USD ($) | Mar. 08, 2016 USD ($) | Jan. 20, 2023 USD ($) | Jan. 24, 2022 USD ($) | Jun. 30, 2019 USD ($) | Nov. 30, 2018 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 05, 2021 m² | Oct. 01, 2021 | Apr. 01, 2021 | |
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||
Operating leases rent expense | $ 1,800 | $ 1,200 | $ 400 | $ 7,550 | $ 4,500 | $ 1,800 | |||||||||||
Seventh amendment, description | the Company entered into the seventh amendment to its lease with Oregon State University which expands the lease to now include approximately 703 square feet of lab space, 576 square feet of cubicle space, 1096 square feet of Highbay lab space, and 376 square feet of High bay storage space in a building commonly known as Building 11. | ||||||||||||||||
Operating expense | $ 31,647 | $ 44,252 | |||||||||||||||
Eighth amendmen, description | the Company entered into the eighth amendment to its lease with Oregon State University which expands the lease to now include approximately 703 square feet of lab space, 768 square feet of cubicle space, 2,088 square feet of Highbay lab space, and 376 square feet of High bay storage space in a building commonly known as Building 11. | ||||||||||||||||
Lease term | 5 years | 5 years | |||||||||||||||
Monthly lease expense | $ 7,388 | ||||||||||||||||
Increases lease commencement date percentage | 3% | ||||||||||||||||
Deposit | $ 8,315 | ||||||||||||||||
Operating lease liabilities | $ 1,900 | 1,900 | |||||||||||||||
Right-of-use assets | 1,842 | 1,842 | |||||||||||||||
Rent expenses | $ 200 | $ 800 | |||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||
Operating expense | $ 41,323 | ||||||||||||||||
Ninth amendment, description | the Company entered into the ninth amendment to its lease with Oregon State University which reduces the amount of cubicle space from 768 square feet to 288 square feet. | ||||||||||||||||
Pacific N.W.Properties, LLC [Member] | |||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||
Warehouse (in Square Meters) | m² | 26,963 | ||||||||||||||||
Hudson 11601 Wilshire LLC [Member] | |||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||
Lease agreement description | On March 4, 2021, the Company entered into a lease agreement with Hudson 11601 Wilshire, LLC, to lease 3,500 square feet of office space located in Los Angeles, California. The lease term is 39 months and expires on June 30, 2024. The monthly lease expense is as follows: ● Months 1-12 - $18,375 ● Months 13-24 - $19,018 ● Months 25-36 - $19,683 ● Months 37-39 - $20,372 The Company paid a security deposit totaling $20,373 at the lease inception date. | ||||||||||||||||
Pacific N.W.Properties, LLC [Member] | |||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||
Lease agreement description | On December 9, 2021, the Company entered into the first amendment to its lease agreement with Pacific N.W. Properties, LLC. The lease amendment revises the lease commencement date to December 9, 2021 and the lease expiration date to February 28, 2027. The revised monthly lease expense is as follows: ● Months 1-2 - $15,357 ● Months 3-12 - $21,500 ● Months 13-24 - $22,145 ● Months 25-36 - $22,809 ● Months 37-48 - $23,494 ● Months 49-60 - $24,198 ● Months 61-62 - $24,924 | ||||||||||||||||
Lease term | 62 months |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of lease expense $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Operating leases: | |
Operating lease cost | $ 760 |
Variable lease cost | 50 |
Operating lease expense | $ 810 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of supplemental cash flow information related to leases $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule Of Supplemental Cash Flow Information Related To Leases Abstract | |
Operating cash flows - operating leases | $ 719 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 2,336 |
Weighted-average remaining lease term – operating leases (in years) | 3 years 3 months 18 days |
Weighted-average discount rate – operating leases | 12% |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of future minimum payments $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule Of Future Minimum Payments Abstract | |
Year ended December 31, 2023 | $ 776 |
Year ended December 31, 2024 | 678 |
Year ended December 31, 2025 | 475 |
Year ended December 31, 2026 | 390 |
Year ended December 31, 2027 | 58 |
Total | 2,377 |
Less present value discount | (437) |
Operating lease liabilities | $ 1,940 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Feb. 01, 2023 | Jan. 03, 2023 | Aug. 12, 2022 | Feb. 28, 2023 | Jan. 19, 2023 | Dec. 31, 2022 | Jul. 19, 2022 | Jul. 08, 2022 | Dec. 31, 2021 | |
Subsequent Events (Details) [Line Items] | |||||||||
Warrant issued | 62,500 | ||||||||
Exercise price per share of warrant (in Dollars per share) | $ 0.8 | ||||||||
Promissory note issued (in Dollars) | $ 2,000,000 | ||||||||
Conversion price per share (in Dollars per share) | $ 0.5 | ||||||||
Warrant purchase, description | as additional consideration for the PO’s, the Company issued a warrant to Hudson to purchase 300,000 shares of the Company’s common stock at $0.75 per share. The warrant has a five-year life and expires on August 12, 2027. | The warrant to purchase 45,000 shares of the Company’s Series E preferred stock is exercisable for five years at an exercise price of the greater of $0.50 per share multiplied by 1,000, and subject to adjustment under certain circumstances described in the warrant. | |||||||
Net proceeds on sales | 12,700,100 | ||||||||
Common stock value (in Dollars) | $ 2,110,000 | ||||||||
Commissions and expenses (in Dollars) | $ 90,000 | ||||||||
Weighted average price per share (in Dollars per share) | $ 0.189 | ||||||||
Issued shares | 6,405,844 | 1,250,000 | |||||||
Exercise of warrants | 6,405,844 | ||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||
Common Stock [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Net proceeds on sales | 2,060,000 | ||||||||
Weighted average price per share (in Dollars per share) | $ 0.32 | ||||||||
Series E Preferred Stock [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Line of credit, issued | 5,000 | ||||||||
Warrant purchase issued | 45,000 | ||||||||
Additional shares issued | 5,000 | ||||||||
Series D Preferred Stock [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Exercise price per share of warrant (in Dollars per share) | $ 1.3 | ||||||||
Conversion price per share (in Dollars per share) | $ 1.3 | ||||||||
Preferred stock, shares authorized | 7,000 | 7,000 | 7,000 | ||||||
Series D Preferred Stock [Member] | Maximum [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Preferred stock, per share (in Dollars per share) | $ 1.3 | ||||||||
Series D Preferred Stock [Member] | Minimum [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Preferred stock, per share (in Dollars per share) | $ 0.5 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Issued warrants (in Dollars) | $ 6,400,000 | ||||||||
Fair value (in Dollars) | $ 2,050,000 | ||||||||
Maturity date, description | October 18, 2023 until April 18, 2024 | ||||||||
Warrant issued | 5,813,414 | ||||||||
Exercisable price per share (in Dollars per share) | $ 0.32 | ||||||||
Principal balance (in Dollars) | $ 1,200,000 | ||||||||
Warrants to purchase | 2,500,000 | ||||||||
Net proceeds (in Dollars) | $ 0.8 | ||||||||
Principal balance (in Dollars) | $ 20 | ||||||||
Exercisable term | 5 years | ||||||||
Line of credit, securing (in Dollars) | $ 100 | ||||||||
Line of credit withdrew (in Dollars) | $ 2 | ||||||||
Preferred stock, per share (in Dollars per share) | $ 0.0001 | ||||||||
Preferred stock, shares authorized | 77,000 | ||||||||
Prohibited from converting description | Holders of Series E preferred stock are prohibited from converting shares of Series E preferred stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be initially set at 4.99% and thereafter adjusted by the holder to a number between 4.99% and 9.99%) of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion. In addition, in the event a conversion of Series E preferred stock would result in the holder owning more than 19.99% of the Company’s outstanding shares of common stock, the number of shares of common stock that may be issued upon such conversion of Series E preferred stock, shall be limited to 19.99% of the Company’s outstanding shares of common stock on that date, unless stockholder approval is obtained by the Company to issue a number of shares of common stock exceeding the limit. | ||||||||
Subsequent Event [Member] | Senior Secured Notes [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Exercise price per share of warrant (in Dollars per share) | $ 0.322 | ||||||||
Subsequent Event [Member] | Series E Preferred Stock [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Preferred stock, shares authorized | 77,000 | ||||||||
Preferred stock convertible share | 1,000 | ||||||||
First and Second Anniversary [Member] | Series E Preferred Stock [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Additional shares issued | 5,000 | ||||||||
Business Combination [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Cash consideration (in Dollars) | $ 650,000 |