Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | Crown Electrokinetics Corp. | |
Trading Symbol | CRKN | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 12,636,555 | |
Amendment Flag | false | |
Entity Central Index Key | 0001761696 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 333-232426 | |
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 | 213 | |
Local Phone Number | 660.4250 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 2,056 | $ 821 |
Prepaid and other current assets | 606 | 590 |
Total current assets | 2,662 | 1,411 |
Property and equipment, net | 2,638 | 1,409 |
Intangible assets, net | 1,633 | 1,598 |
Right-of-use asset | 701 | 1,842 |
Goodwill | 652 | |
Deferred debt issuance costs | 3,847 | 150 |
Other assets | 33 | 180 |
TOTAL ASSETS | 12,166 | 6,590 |
Current liabilities: | ||
Accounts payable | 1,855 | 865 |
Accrued expenses | 175 | 621 |
Lease liability - current portion | 385 | 574 |
Warrant liability | 34 | 972 |
Notes payable at fair value | 1,654 | |
Notes payable | 88 | 8 |
Total current liabilities | 2,537 | 4,694 |
Lease liability - non-current portion | 355 | 1,366 |
Total liabilities | 2,892 | 6,060 |
Commitments and Contingencies (Note 14) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, value | ||
Common stock, par value $0.0001; 800,000,000 shares authorized; 6,880,049 and 338,033 shares outstanding as of September 30, 2023 and December 31, 2022, respectively | 7 | 2 |
Additional paid-in capital | 116,956 | 88,533 |
Accumulated deficit | (107,689) | (88,005) |
Total stockholders’ equity | 9,274 | 530 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 12,166 | 6,590 |
Series A Preferred Stock | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, value | ||
Series B Preferred Stock | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, value | ||
Series C Preferred Stock | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, value | ||
Series D Preferred Stock | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, value | ||
Series E Preferred Stock | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, value | ||
Series F Preferred stock | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, value | ||
Series F-1 Preferred Stock | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, value | ||
Series F-2 Preferred Stock | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
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 | ||
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 | 6,880,049 | 338,033 |
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 |
Liquidation preference (in Dollars) | $ 256 | |
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 |
Liquidation preference (in Dollars) | $ 1,472 | $ 1,472 |
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 |
Liquidation preference (in Dollars) | $ 521 | $ 521 |
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 | |
Liquidation preference (in Dollars) | $ 1,113 | |
Preferred stock, shares issued | 1,058 | |
Series E Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 77,000 | 77,000 |
Preferred stock, shares outstanding | ||
Preferred stock, shares issued | ||
Series F Preferred stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 9,073 | 9,073 |
Preferred stock, shares outstanding | 4,448 | |
Liquidation preference (in Dollars) | $ 4,620 | |
Series F-1 Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 9,052 | 9,052 |
Preferred stock, shares outstanding | 653 | |
Liquidation preference (in Dollars) | $ 1,578 | |
Series F-2 Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 9,052 | 9,052 |
Preferred stock, shares outstanding | 1,153 | |
Liquidation preference (in Dollars) | $ 1,198 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | $ 59 | |||
Cost of revenue | 54 | |||
Gross profit | 5 | |||
Operating expenses: | ||||
Research and development | 492 | 955 | 1,523 | 3,523 |
Selling, general and administrative | 2,941 | 2,160 | 10,926 | 8,634 |
Total operating expenses | 3,433 | 3,115 | 12,449 | 12,157 |
Loss from operations | (3,433) | (3,115) | (12,444) | (12,157) |
Other income (expense): | ||||
Interest expense | (2,445) | (1) | (6,970) | (6) |
Loss on extinguishment of warrant liability | (504) | |||
Loss on extinguishment of debt | (2,345) | |||
Gain on issuance of convertible notes | 64 | |||
Change in fair value of warrants | 2,688 | 10,424 | ||
Change in fair value of notes | (40) | (7,040) | ||
Change in fair value of derivative liability | 401 | 401 | ||
Other expense | (30) | (1,264) | ||
Total other income (expense) | 574 | (1) | (7,234) | (6) |
Loss before income taxes | (2,859) | (3,116) | (19,678) | (12,163) |
Income tax expense | ||||
Net loss | (2,859) | (3,116) | (19,678) | (12,163) |
Deemed dividend on Series D preferred stock | (6) | |||
Net loss attributable to common stockholders | $ (3,142) | $ (3,139) | $ (20,154) | $ (12,186) |
Net loss per share attributable to common stockholders (in Dollars per share) | $ (0.94) | $ (11.76) | $ (12.96) | $ (48.58) |
Weighted average shares outstanding, basic and diluted: (in Shares) | 3,349,195 | 266,872 | 1,554,554 | 250,832 |
Series A Preferred Stock | ||||
Other income (expense): | ||||
Cumulative dividends | $ (5) | $ (14) | ||
Series B Preferred Stock | ||||
Other income (expense): | ||||
Cumulative dividends | (29) | (78) | ||
Series C Preferred Stock | ||||
Other income (expense): | ||||
Cumulative dividends | (10) | (20) | ||
Series D Preferred Stock | ||||
Other income (expense): | ||||
Cumulative dividends | (23) | (53) | (23) | |
Series F Preferred Stock | ||||
Other income (expense): | ||||
Cumulative dividends | (144) | (190) | ||
Series F-1 Preferred Stock | ||||
Other income (expense): | ||||
Cumulative dividends | (51) | (71) | ||
Series F-2 Preferred Stock | ||||
Other income (expense): | ||||
Cumulative dividends | $ (44) | $ (44) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Weighted average shares outstanding, diluted | 3,349,195 | 266,872 | 1,554,554 | 250,832 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands | Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Series D Preferred Stock | Series E Preferred Stock | Series F Preferred Stock | Series F-1 Preferred Stock | Series F-2 Preferred Stock | Common Stock Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 1 | $ 82,677 | $ (73,690) | $ 8,988 | ||||||||
Balance (in Shares) at Dec. 31, 2021 | 251 | 1,443 | 500,756 | 242,808 | ||||||||
Delivery of restricted common stock | $ 1 | 1 | ||||||||||
Delivery of restricted common stock (in Shares) | 18,255 | |||||||||||
Issuance of common stock and warrants, net of fees | 855 | 855 | ||||||||||
Issuance of common stock and warrants, net of fees (in Shares) | 20,834 | |||||||||||
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 | 706 | 706 | ||||||||||
Issuance of common stock/at-the-market offering, net of offering costs (in Shares) | 27,462 | |||||||||||
Issuance of common stock warrants in connection with consideration payable | 86 | 86 | ||||||||||
Stock-based compensation | 3,011 | 3,011 | ||||||||||
Net loss | (12,163) | (12,163) | ||||||||||
Balance at Sep. 30, 2022 | $ 2 | 88,597 | (85,853) | 2,746 | ||||||||
Balance (in Shares) at Sep. 30, 2022 | 251 | 1,443 | 500,756 | 1,058 | 309,359 | |||||||
Balance at Jun. 30, 2022 | 85,489 | (82,737) | 2,753 | |||||||||
Balance (in Shares) at Jun. 30, 2022 | 251 | 1,443 | 500,756 | |||||||||
Delivery of restricted common stock | 1 | |||||||||||
Issuance of common stock and warrants, net of fees | 855 | 855 | ||||||||||
Issuance of Series D preferred stock and warrants, net of fees | 1,039 | 1,039 | ||||||||||
Issuance of common stock/at-the-market offering, net of offering costs | 648 | 648 | ||||||||||
Issuance of common stock warrants in connection with consideration payable | 86 | 86 | ||||||||||
Stock-based compensation | 480 | 480 | ||||||||||
Net loss | (3,116) | (3,116) | ||||||||||
Balance at Sep. 30, 2022 | $ 2 | 88,597 | (85,853) | 2,746 | ||||||||
Balance (in Shares) at Sep. 30, 2022 | 251 | 1,443 | 500,756 | 1,058 | 309,359 | |||||||
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 | 338,033 | |||||||
Exercise of common stock warrants | $ 1 | 2,061 | 2,062 | |||||||||
Exercise of common stock warrants (in Shares) | 109,257 | |||||||||||
Issuance of common stock in connection with conversion of notes | 516 | 516 | ||||||||||
Issuance of common stock in connection with conversion of notes (in Shares) | 31,466 | |||||||||||
Issuance of common stock in connection with equity line of credit | 4,489 | 4,489 | ||||||||||
Issuance of common stock in connection with equity line of credit (in Shares) | 3,986,991 | |||||||||||
Issuance of common stock/at-the-market offering, net of offering costs | $ 1 | 3,786 | 3,787 | |||||||||
Issuance of common stock/at-the-market offering, net of offering costs (in Shares) | 794,689 | |||||||||||
Issuance of Series E preferred stock in connection with LOC | 4,350 | 4,350 | ||||||||||
Issuance of Series E preferred stock in connection with LOC (in Shares) | 5,000 | |||||||||||
Deemed dividend for repricing of Series D preferred stock | 6 | (6) | ||||||||||
Commitment to issue shares of common stock in connection with March waiver agreement | 298 | 298 | ||||||||||
Issuance of common stock in connection with Series A and Series B Dividends | ||||||||||||
Issuance of common stock in connection with Series A and Series B Dividends (in Shares) | 6,921 | |||||||||||
Issuance of common stock upon the conversion of Series E preferred stock | $ 1 | 1 | ||||||||||
Issuance of common stock upon the conversion of Series E preferred stock (in Shares) | (5,000) | 83,334 | ||||||||||
Issuance of common stock in connection with conversion of October Notes | $ 1 | 2,165 | 2,166 | |||||||||
Issuance of common stock in connection with conversion of October Notes (in Shares) | 248,984 | |||||||||||
Dividends paid in shares of Series D preferred stock | ||||||||||||
Dividends paid in shares of Series D preferred stock (in Shares) | 139 | |||||||||||
Series D preferred stock exchanged for Series F preferred stock in connection with Exchange Agreements | (450) | (450) | ||||||||||
Series D preferred stock exchanged for Series F preferred stock in connection with Exchange Agreements (in Shares) | (1,197) | 1,847 | ||||||||||
Conversion of Demand Notes and October Notes into Series F preferred stock in connection with Exchange Agreements | 1,276 | 1,276 | ||||||||||
Conversion of Demand Notes and October Notes into Series F preferred stock in connection with Exchange Agreements (in Shares) | 3,198 | |||||||||||
Conversion of January Notes into Series F preferred stock in connection with Exchange Agreements | 82 | 82 | ||||||||||
Conversion of January Notes into Series F preferred stock in connection with Exchange Agreements (in Shares) | 206 | |||||||||||
Issuance of Series F-1 preferred stock | 1,372 | 1,372 | ||||||||||
Issuance of Series F-1 preferred stock (in Shares) | 3,583 | |||||||||||
Issuance of Series F-2 preferred stock | 464 | 464 | ||||||||||
Issuance of Series F-2 preferred stock (in Shares) | 1,153 | |||||||||||
Conversion of Series F preferred stock into common stock | ||||||||||||
Conversion of Series F preferred stock into common stock (in Shares) | (803) | 103,234 | ||||||||||
Conversion of Series F-1 preferred stock into common stock | ||||||||||||
Conversion of Series F-1 preferred stock into common stock (in Shares) | (2,930) | 325,737 | ||||||||||
Commitment to issue shares of common stock in connection with January Notes | 2,410 | 2,410 | ||||||||||
Commitment to issue shares of common stock in connection with LOC Notes | 230 | 230 | ||||||||||
Commitment to issue shares of Series E preferred stock in connection with LOC Notes | 3,363 | 3,363 | ||||||||||
Commitment to issue shares of common stock in connection with Demand Notes | 286 | 286 | ||||||||||
Issuance of common stock to settle commitment shares | $ 1 | (1) | ||||||||||
Issuance of common stock to settle commitment shares (in Shares) | 570,916 | |||||||||||
Issuance of common stock in connection with January Notes Settlement | 1,160 | 1,160 | ||||||||||
Issuance of common stock in connection with January Notes Settlement (in Shares) | 189,602 | |||||||||||
Issuance of common stock in connection with equity line of credit | 114 | 114 | ||||||||||
Issuance of common stock in connection with equity line of credit (in Shares) | 21,841 | |||||||||||
Reverse stock split rounding | ||||||||||||
Reverse stock split rounding (in Shares) | 30,709 | |||||||||||
Stock-based compensation | 446 | 446 | ||||||||||
Stock-based compensation (in Shares) | 38,335 | |||||||||||
Net loss | (19,678) | (19,678) | ||||||||||
Balance at Sep. 30, 2023 | $ 7 | 116,956 | (107,689) | 9,274 | ||||||||
Balance (in Shares) at Sep. 30, 2023 | 251 | 1,443 | 500,756 | 4,448 | 653 | 1,153 | 6,880,049 | |||||
Balance at Jun. 30, 2023 | $ 6 | 109,381 | (104,830) | 4,557 | ||||||||
Balance (in Shares) at Jun. 30, 2023 | 251 | 1,443 | 500,756 | 5,251 | 3,583 | 1,153 | 1,067,997 | |||||
Issuance of common stock in connection with equity line of credit | 114 | 114 | ||||||||||
Issuance of common stock in connection with equity line of credit (in Shares) | 21,841 | |||||||||||
Issuance of common stock under the equity line of credit, net of issuance costs | 4,489 | 4,489 | ||||||||||
Issuance of common stock under the equity line of credit, net of issuance costs (in Shares) | 3,986,991 | |||||||||||
Issuance of common stock/at-the-market offering, net of offering costs | 1,680 | 1,680 | ||||||||||
Issuance of common stock/at-the-market offering, net of offering costs (in Shares) | 583,022 | |||||||||||
Conversion of Series F preferred stock into common stock | ||||||||||||
Conversion of Series F preferred stock into common stock (in Shares) | (803) | 103,234 | ||||||||||
Conversion of Series F-1 preferred stock into common stock | (2,930) | |||||||||||
Conversion of Series F-1 preferred stock into common stock (in Shares) | 325,737 | |||||||||||
Issuance of common stock to settle commitment shares | $ 1 | (1) | ||||||||||
Issuance of common stock to settle commitment shares (in Shares) | 570,916 | |||||||||||
Issuance of common stock in connection with January Notes Settlement | 1,160 | 1,160 | ||||||||||
Issuance of common stock in connection with January Notes Settlement (in Shares) | 189,602 | |||||||||||
Reverse stock split rounding | ||||||||||||
Reverse stock split rounding (in Shares) | 30,709 | |||||||||||
Stock-based compensation | 133 | 133 | ||||||||||
Net loss | (2,859) | (2,859) | ||||||||||
Balance at Sep. 30, 2023 | $ 7 | $ 116,956 | $ (107,689) | $ 9,274 | ||||||||
Balance (in Shares) at Sep. 30, 2023 | 251 | 1,443 | 500,756 | 4,448 | 653 | 1,153 | 6,880,049 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (19,678) | $ (12,163) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 446 | 3,011 |
Depreciation and amortization | 542 | 360 |
Loss on extinguishment of warrant liability | 504 | |
Change in fair value of warrant liability | (10,424) | |
Change in fair value of derivative liability | (401) | |
Gain on issuance of convertible note | (64) | |
Loss on extinguishment of debt | 2,345 | |
Change in fair value of notes | 7,040 | |
Amortization of deferred debt issuance costs | 6,800 | |
Amortization of right-of-use assets | 1,141 | 365 |
Other expenses | 467 | |
Loss on disposal of equipment | 380 | 52 |
Changes in operating assets and liabilities: | ||
Prepaid and other assets | 136 | 392 |
Accounts payable | 732 | 367 |
Accrued expenses | (575) | (165) |
Lease liabilities | (1,200) | (268) |
Net cash used in operating activities | (11,809) | (8,049) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for acquisition of Amerigen 7 | (645) | |
Purchase of equipment | (1,084) | (278) |
Purchase of patents | (61) | |
Net cash used in investing activities | (1,729) | (339) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from the exercise of warrants | 2,062 | |
Proceeds from the issuance of common stock and warrants, net of fees | 855 | |
Proceeds from the issuance of common stock / at-the-market offering | 3,957 | 732 |
Proceeds from the issuance of notes in connection with line of credit | 2,350 | |
Offering costs for the issuance of common stock / at-the-market offering | (170) | (26) |
Proceeds from a deposit for Series D preferred stock (shares liability) | 1,039 | |
Proceeds from issuance of Series F-1 preferred stock | 2,328 | |
Proceeds from issuance of Series F-2 preferred stock | 748 | |
Proceeds from issuance of Senior Secured Notes, net of fees paid | 1,357 | |
Repayment of notes payable | (2,348) | |
Proceeds from the issuance of common stock in connection with equity line of credit, net of offering costs | 4,489 | |
Net cash provided by financing activities | 14,773 | 2,600 |
Net increase / decrease in cash | 1,235 | (5,788) |
Cash — beginning of period | 821 | 6,130 |
Cash — end of period | 2,056 | 342 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of Series E preferred stock in connection with line of credit | 4,350 | |
Issuance of common stock in connection with equity line of credit | 114 | |
Issuance of Series F preferred stock in connection with exchange of Series D preferred stock | 450 | |
Issuance of common stock in connection with conversion of notes | 2,681 | |
Issuance of common stock in connection with Senior Secured Notes settlement | 1,160 | |
Issuance of common stock warrants in connection with SLOC | 223 | |
Conversion of Senior Secured Notes into Series F preferred stock in connection with Exchange Agreements | 82 | |
Commitment to issue shares of common stock in connection with Demand Notes | 286 | |
Unpaid equipment included in accounts payable | 23 | 486 |
Issuance of common stock warrants in connection with consideration payable | 86 | |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for interest | $ 9 | $ 3 |
Nature of Business and Liquidit
Nature of Business and Liquidity | 9 Months Ended |
Sep. 30, 2023 | |
Nature of Business and Liquidity [Abstract] | |
Nature of Business and Liquidity | Note 1 – Nature of Business and Liquidity Organization 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”). 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, LLC (“Amerigen 7”) in January 2023. Crown Fiber Optics Corp. is accounted for as a wholly-owned subsidiary of Crown Electrokinetics, Corp. Initial Public Offering 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. Reverse Stock Split On August 11, 2023, the Company’s board of directors authorized a reverse stock split (‘Reverse Stock Split”) at an exchange ratio of one-for-60 basis. The Reverse Stock Split was effective on August 15, 2023, such that every 60 shares of common stock have been automatically converted into one 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 were held by a stockholder were aggregated and each stockholder was entitled to receive 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. The number of authorized shares and the par value of the common stock was not adjusted as a result of the Reverse Stock Split. In connection with the Reverse Stock Split, the conversion ratio for the Company’s outstanding convertible preferred stock was proportionately adjusted such that the common stock issuable upon conversion of such preferred stock was decreased in proportion to the Reverse Stock Split. All references to common stock and options to purchase common stock share data, per share data and related information contained in the condensed consolidated financial statements have been adjusted to reflect the effect of the Reverse Stock Split. Liquidity 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 condensed consolidated financial statements, the Company had an accumulated deficit of approximately $107.7 million and cash of approximately $2.1 million as of September 30, 2023, a net loss of approximately $19.7 million, and approximately $11.8 million of net cash used in operating activities for the nine months ended September 30, 2023. The accompanying condensed consolidated 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 condensed consolidated 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 has obtained additional capital through the sale of debt or equity financings or other arrangements to fund operations including through its existing at-the-market offering, $10.0 million Standing Letter of Credit (“SLOC”), $100.0 million line of credit, and $50.0 million equity line of credit; 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 condensed consolidated financial statements. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Note 2 – Basis of Presentation and Significant Accounting Policies Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. The condensed consolidated balance sheet as of September 30, 2023, the condensed consolidated statements of operations, stockholders’ equity for the three and nine months ended September 30, 2023 and 2022 and the condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 are unaudited. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows for the interim period presented. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three and nine month periods are also unaudited. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other future annual or interim period. The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited financial statements as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023. Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenue and expenses during the reporting periods. Accounting estimates and assumptions are inherently uncertain. Management bases its estimates and assumptions on current facts, historical experience and various other factors believed to be reasonable under the circumstances. Actual results could differ materially and adversely from these estimates. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but not limited to, valuation of its business combination, estimated fair value of convertible notes, estimated fair value of warrant lability, Series F/F-1/F-2 preferred stock, stock option awards for stock-based compensation and operating lease right-of-use assets and liabilities. 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 condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Summary of Significant Accounting Policies Reference is made to Note 3 Basis of Presentation and Significant Accounting Policies Revenue Recognition The Company recognizes revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component when the time between the goods or service being transferred to the customer and the customer pays is one year or less, The Company generates revenue from providing fiber splicing services as required based on short-term work orders assigned by customers. The Company is required to complete the description of work described in the work order and test the service provided prior to any recognition of revenue and invoicing. The short-term work orders are generally completed within two weeks. The Company is required to adhere to the rules and regulations that are outlined in the Agreement between the Company and the Customer. Cost of revenue is based on individual work orders and detailed description of work to be performed. All of the revenue is recognized immediately upon completion of each work order. A 5% retainage will be withheld by the Customer upon payment of invoices and will be paid to the Company within one year after termination of the contract. The retainage can be utilized by Customer for any claims that may arise after work is completed up through one year after completion. Revenue recognized during the nine months ended September 30, 2023 was generated by the Company’s wholly-owned subsidiary, Crown Fiber Optics Corporation, and was immaterial. No revenue was recognized by the Company during the nine months ended September 30, 2022. Financial Instruments – Credit Losses In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (“Topic 326”): Measurement of Credit Losses on Financial Instruments. The amendments in ASU No. 2016-13 introduce an approach based on expected losses to estimated credit losses on certain types of financial instruments, modify the impairment model for available-for-sale debt securities and provide for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, using a modified retrospective approach. The Company adopted ASU No. 2016-13 and related updates as of January 1, 2023. The adoption of this guidance had no material impact on the Company’s condensed consolidated financial statements Segment and Reporting Unit Information Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is determined to be the CODM. The Company has two operating segments and two reportable segments as of September 30, 2023, which includes film group and fiber optics group. Revenue recognized during the nine months ended September 30, 2023 relates to the fiber optics group. Business Combinations The Company accounts for business combinations using the acquisition method of accounting by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the aforementioned amounts. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets. Although the Company believes the assumptions and estimates made have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. Critical estimates in valuing certain intangible assets we have acquired include future expected cash flows from customer contracts. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results. 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 of the assets acquired and liabilities assumed as of the acquisition date has not been completed. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Deferred Debt Issuance Costs The Company accounts for debt issuance costs related to its line of credit and equity line of credit as a deferred asset on the condensed consolidated balance sheets, which is amortized over the life of the line of credit and equity line of credit. Since the Company has elected the fair value option for its convertible notes (see Note 9), upon a draw down, a portion of the deferred asset balance will be amortized and recognized as other income (expense) on the condensed consolidated statements of operations. On the issuance date of the Company’s line of credit, the cost related to issuance of the Series E preferred shares and the warrant to purchase Series E preferred shares was recorded as a deferred asset. On the issuance date of the Company’s equity line of credit, the cost related to issuance of common stock was recorded as a deferred asset. Goodwill The Company performs a goodwill impairment analysis on October 1 st Notes Payable at Fair Value The Company has elected the fair value option for the recognition of its convertible notes and notes payable, with changes in fair value recognized in the statements of operations. As a result of applying the fair value option, direct costs and fees related to the convertible notes and notes payable are recognized in other income (expense) in the condensed consolidated statements of operations. The Company includes the interest expense as a component of the notes fair value. Warrants The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the fair value of the instruments at each reporting period. The liability is subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations. The fair value of the warrants issued by the Company was estimated using the Black-Scholes model. SLOC The Company accounts for its warrants related to the SLOC as stockholders’ equity, and therefore, the warrants are not revalued after issuance. The Company uses the Black-Scholes model to value the warrants at issuance. As of September 30, 2023, since no loan amounts were drawn down, the SLOC warrant is recorded as a deferred asset on the condensed consolidated balance sheets at fair value and will be amortized over the life of the SLOC. Upon a draw down, the remaining balance of the deferred asset would be reclassified to debt discount and amortized under the effective interest method over the one-year term of the loan. Purchase Order Warrants The Company accounts for its warrants issued in connection with purchase orders in accordance with ASC 606 . Net Loss per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to common stockholders is computed using the sum of the weighted-average number of shares of common stock outstanding during the period and the effect of dilutive securities. As the Company was in a net loss position for the three and nine months ended September 30, 2023 and 2022, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders because the effects of potentially dilutive securities are antidilutive. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at September 30, 2023 and 2022 are as follows: September 30, 2023 2022 Series A preferred stock 3,146 3,146 Series B preferred stock 33,883 33,883 Series C preferred stock 9,346 9,346 Series D preferred stock - 35,278 Series F preferred stock 501,579 - Series F-1 preferred stock 72,631 - Series F-2 preferred stock 124,946 - Warrants to purchase common stock (excluding penny warrants) 1,760,095 98,402 Warrants to purchase Series E preferred stock 750,000 - Options to purchase common stock 157,779 164,996 Unvested restricted stock units 7,139 14,796 Commitment shares 200,205 - Total 3,620,749 359,847 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Acquisitions [Abstract] | |
Acquisitions | Note 3 – Acquisitions On January 3, 2023, the Company acquired certain assets and assumed liabilities from Amerigen 7, which was accounted for as a business combination as the Company concluded that the transferred set of activities and assets related to the acquisition constituted a business. The Company paid cash consideration of approximately $0.7 million which included approximately 12 employees, customer contracts, and certain operating liabilities. The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed for the Amerigen 7 acquisition (in thousands): Property and equipment $ 655 Intangible assets 200 Security deposits 5 Accrued expenses (529 ) Notes payable (338 ) Total identifiable assets and liabilities acquired (7 ) Goodwill 652 Total purchase consideration $ 645 The Company engaged an independent valuation specialist to conduct a valuation analysis of the identifiable intangible assets acquired by the Company with the objective of estimating the fair value of such assets as of January 3, 2023. The valuation specialist utilized the income approach, specifically the multi-period excess earnings method, to value the existing customer relationship. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid and Other Current Assets [Abstract] | |
Prepaid and Other Current Assets | Note 4 – Prepaid and Other Current Assets Prepaid and other current assets consist of the following (in thousands): September 30, December 31, License fees $ 176 $ 300 Notes receivable - - Professional fees 189 - Insurance 59 142 Hudson warrant * 86 85 Other 96 63 Total $ 606 $ 590 * Fair value of warrant issued to Hudson Pacific Properties, L.P. (See Note 12) |
Property & Equipment, Net
Property & Equipment, Net | 9 Months Ended |
Sep. 30, 2023 | |
Property & Equipment, Net [Abstract] | |
Property & Equipment, Net | Note 5 – Property & Equipment, Net Property and equipment, net, consists of the following (in thousands): September 30, December 31, 2023 2022 Equipment $ 2,204 $ 1,457 Leasehold improvements 362 362 Vehicles - - Computers 57 52 Construction-in-progress 854 - Total 3,477 1,871 Less: accumulated depreciation (839 ) (462 ) Property and equipment, net $ 2,638 $ 1,409 Depreciation expense for the three months ended September 30, 2023 and 2022 was $0.1 million and $0.1 million, respectively. Depreciation expense for the nine months ended September 30, 2023 and 2022 was $0.3 million and $0.2 million, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets, Net | Note 6 – Intangible Assets, Net Intangible assets, net, consists of the following (in thousands): September 30, December 31, 2023 2022 Patents $ 1,800 $ 1,800 Research license 375 375 Customer relationships 200 - Total 2,375 2,175 Less: accumulated amortization (742 ) (577 ) Intangible assets, net $ 1,633 $ 1,598 The following table represents the total estimated amortization of intangible assets for the five succeeding years and thereafter as of September 30, 2023 (in thousands): Estimated Nine months ended December 31, 2023 $ 66 Year ended December 31, 2024 235 Year ended December 31, 2025 234 Year ended December 31, 2026 197 Year ended December 31, 2027 and thereafter 901 Total $ 1,633 For the three months ended September 30, 2023 and 2022, amortization expense was approximately $0.1 million and $0.1 million, respectively. For the nine months ended September 30, 2023 and 2022, amortization expense was approximately $0.2 million and $0.2 million, respectively. |
Deferred Debt Issuance Costs
Deferred Debt Issuance Costs | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Debt Issuance Costs [Abstract] | |
Deferred Debt Issuance Costs | Note 7 – Deferred Debt Issuance Costs Deferred debt issuance costs consist of the following (in thousands): September 30, December 31, Standing letter of credit $ 150 $ 223 Equity letter of credit 555 Line of credit $ 9,943 - Total 10,648 223 Accumulated amortization (6,801 ) (73 ) Deferred debt issuance costs $ 3,847 $ 150 SLOC For the three months ended September 30, 2023 and 2022, the Company recognized amortization expense of approximately $0.1 million and $23,000, respectively. For the nine months ended September 30, 2023 and 2022, the Company recognized amortization expense of approximately $0.2 million and $0.1 million, respectively. Equity line of credit In July 2023, the Company entered into the equity line of credit (“ELOC”) for the right to sell common stock shares to an investor and recorded deferred debt issuance costs of approximately $0.6 million. For the three and nine months ended September 30, 2023, the Company recognized amortization expense of approximately $0.1 million and $0.1 million, respectively. Line of Credit In February 2023, the Company entered into its line of credit and recorded deferred debt issuance costs of approximately $9.9 million. During the three and nine months ended September 30, 2023, the Company recognized amortization expense of approximately $2.4 million and $6.5 million, respectively. During the nine months ended September 30, 2023, in connection with the $2.4 million draw down and issuance of the convertible promissory notes, the Company recognized amortization expense of approximately $0.2 million. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Note 8 – Accrued Expenses Accrued expenses consisted of the following (in thousands): September 30, December 31, Payroll and related expenses $ 115 $ - Bonus - 510 Taxes 49 - Insurance - 104 Other expenses 11 7 Total $ 175 $ 621 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable [Abstract] | |
Notes Payable | Note 9 – Notes Payable Convertible Notes 2022 Notes In October 2022, the Company issued convertible notes (the “2022 Notes”) with a principal balance of approximately $5.4 million and warrants to purchase 362,657 shares of the Company’s common stock for net proceeds of $3.5 million. The 2022 Notes is non-interest bearing and secured by the Company’s assets. The maturity date is the earlier of (i) twelve months from the date of issuance or (ii) the closing of a change of control transaction. The 2022 Notes are convertible into shares of the Company’s common stock at a conversion price of $29.70 per share. The warrants have an exercise price of $19.32 per share and expire five years from the issuance date. In February 2023, the Company entered into waiver agreements with holders of the 2022 Notes which extended the maturity date of the 2022 Notes from October 19, 2023 to April 18, 2024. As consideration for this agreement, the Company issued 96,890 warrants to purchase shares of the Company’s common stock (See Note 10). In March 2023, the Company entered into the waiver agreements with holders of the 2022 Notes to eliminate the minimum pricing covenant as it relates to Company’s at-the-market facility. As consideration for this agreement, the Company provided the holders with two options to choose from (i) to take an additional five percent original issue discount (“OID”) on their 2022 Note principal or (ii) to be issued shares of common stock with a value equal to the five percent OID, and to issue total shares of 31,724 as converted using the Nasdaq minimum price of $9.42. During the nine months ended September 30, 2023, six of the note holders elected option (i), and the Company increased the respective principal balance of the notes by approximately $0.2 million. The remaining noteholders elected option (ii), and as of September 30, 2023, no shares of common stock have been issued. The Company recorded expense of $0.3 million associated with the commitment to issue shares of the Company’s common stock. In May 2023, the Company entered into an inducement agreements with the investors to reduce the conversion price of the 2022 Notes in an aggregate principal amount equal to $1.5 million, convertible into 161,603 shares of the Company’s common stock at $9.28 per share. The remaining investors agreed to reduce the conversion price of the 2022 Notes in an aggregate principal amount equal to $1.4 million, convertible into 127,393 shares of the Company’s common stock at $10.93 per share. The Company elected to account for the 2022 Notes under the fair value option. For the inducement agreements that were entered into as described above, the Company accounted for the change in the terms through the fair value adjustment of $2.7 million, which is included in the change in fair value of notes on the condensed consolidated statements of operations, upon the settlement of $0.2 million principal balance of the 2022 Notes as part of the exchange agreements, and $1.0 million principal balance of the 2022 Notes in June 2023 based on the issuance of 248,981 shares of the Company’s common stock. Senior Secured Notes In January 2023, the Company issued senior secured notes (“Senior Secured Notes”) with a principal balance of approximately $1.2 million and warrants to purchase 41,667 shares of the Company’s common stock for net proceeds of $1.0 million. The Senior Secured Notes do not bear interest, and mature three months from the date of issuance. Pursuant to these terms, the Senior Secured Notes were subsequently extended to May 3, 2023, incurring an additional 10% on principal. The warrants are exercisable for five years at an exercise price of $19.32 per share. In May 2023, the Company entered into several amendments to extend the Senior Secured Notes maturity date with the investors. In exchange, the Company issued a total of 203,500 shares of common stock to the investors. The Company concluded that a troubled debt restructuring did not occur, but an extinguishment of the outstanding senior secured notes occurred. Subsequent to the extinguishment, the Company concluded to account for the Senior Secured Notes using the fair value option. The Company recorded an extinguishment loss of $2.2 million. On June 4, 2023, $0.2 million of the outstanding Senior Secured Notes was settled. The Company accounted for the settlement as an extinguishment that resulted in a $0.1 million gain and resulted in $0.1 million being recorded as Series F convertible preferred stock and $0.1 million being recorded as part of the warrant liability. On June 30, 2023, the Company and the remaining investors agreed to extend the maturity date of the 2023 Notes until July 31, 2023, in exchange for 41,667 shares of common stock. The Company recorded a change in fair value adjustment of $0.3 million based on the fair value of the 41,667 shares of common stock. On July 10, 2023, the Company and the remaining investors entered into a forbearance agreement, which was subsequently amended on July 14, 2023. The forbearance agreement provides that the investor shall forbear the exercise of its rights and remedies due to certain events of defaults under the Senior Secured Notes, including payment, until December 31, 2023, in exchange for a non-refundable and indefeasible payment of $0.1 million in the form of a promissory note due December 31, 2023 (the “December 2023 Note). The December 2023 Note was never executed and the Senior Secured Notes investors fully settled the outstanding balance for a total of 189,602 shares of common stock during July and August 2023. The Company recorded a change in fair value adjustment of $39,000 at settlement of the Senior Secured Notes. As of September 30, 2023, there was no outstanding balance related to the Senior Secured Notes. 2023 Note In February 2023, upon drawing down on the line of credit, the Company issued a Secured Promissory Note (the “2023 Note”) totaling $2.0 million, which is due and payable 60 days from the issuance date. The 2023 Note is non-interest bearing and secured by the Company’s assets. The 2023 Note is convertible into shares of the Company’s common stock at $30.00 per share. In April 2023, the Company entered into a first amendment to the 2023 Note with the lender, pursuant to which the lender agreed to extend the maturity date of the 2023 Note balance until May 1, 2023 in exchange for 33,333 shares of the Company’s common stock. The 2023 Note was further amended to accrue interest at the 15% per annum from the original funding date of the 2023 Note. The Company recorded a change in fair value adjustment of $0.2 million related to the commitment to issue 33,333 shares of the Company’s common stock. On May 1, 2023, the Company entered into a second amendment to the 2023 Note with the lender, pursuant to which the lender agreed to extend the maturity date of the 2023 Note balance until May 15, 2023 On May 15, 2023, the Company entered into a third amendment to the 2023 Note with the lender, pursuant to which the lender agreed to extend the maturity date of the 2023 Note until June 7, 2023 in exchange for 4,000 shares of the Company’s Series E preferred stock, which are convertible into 66,667 shares of the Company’s common stock. The Company recorded a change in fair value adjustment of $0.7 million related to the commitment to issue 4,000 shares of the Company’s Series E preferred stock. On May 16, 2023, the Company made a second draw of $0.2 million under the line of credit. Upon drawing down on the line of credit, the Company issued a second Secured Promissory Note (the “2 nd nd nd On May 26, 2023, the Company made a third draw of $0.2 million under the line of credit. Upon drawing down on the line of credit, the Company issued a third Secured Promissory Note (the “3 rd rd rd On May 26, 2023, the Company entered into a fourth amendment to the 2023 Note, pursuant to which the Company will issue to the holder a convertible promissory note in the principal amount of $0.2 million due June 2, 2023 in exchange for 4,000 shares of the Company’s Series E preferred stock, which are convertible into 66,667 shares of the Company’s common stock. The Company recorded a change in fair value adjustment of $0.6 million related to the commitment to issue 4,000 shares of the Company’s Series E preferred stock. On June 13, 2023, the Company partially redeemed the principal of the 2023 Note. In addition to the accrued interest and commitment fees, the total redeemed balance was approximately $2.1 million. With the settlement of the 2 nd rd On June 30, 2023, the Company and the line of credit lender agreed to amend the 2 nd rd During July 2023, the Company repaid the outstanding balance of the 2 nd rd nd rd Demand Note Between May 17 and May 18, 2023, the Company issued secured demand promissory notes (the “Demand Notes”) in an aggregate principal amount equal to $0.2 million. The Demand Notes are due and payable at any time upon demand by the noteholders after the earlier of (i) the consummation of the Company’s first securities offering after the issuance of the Demand Notes or (ii) July 16, 2023. The Demand Notes do not bear interest. In connection with the issuance of the Demand Notes, the Company agreed to issue an aggregate of 76,626 shares of the Company’s common stock to the Demand Note holders. The Company recorded expense of $0.2 million associated with the commitment to issue shares of the Company’s common stock. On May 30, 2023, the Company issued secured demand promissory notes (the “2 nd nd nd nd nd nd On July 25, 2023, the Company entered into the Demand Secured Promissory Note Agreement (“Q3 Demand Notes”) with two investors for a purchase price of $20,000 each and with an original issue discount of $12,000. Upon settlement, the Company is obligated to pay a total of $0.1 million in principal for the issuance of both notes. The Q3 Demand Notes are due and payable at any time upon demand by the holder after the earlier of (i) the consummation of the Company’s first securities offering after the issuance of the Q3 Demand Notes and (ii) January 25, 2024. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 10 - 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 September 30, 2023 and December 31, 2022: Fair value measured at September 30, 2023 Total Quoted Significant Significant Liabilities: Warrant liability $ 34 $ - $ - $ 34 Fair value measured at December 31, 2022 Total Quoted Significant Significant Liabilities: Convertible notes $ 1,654 $ - $ - $ 1,654 Warrant liability $ 972 $ - $ - $ 972 For the nine months ended September 30, 2023 there was a decrease of approximately $2.6 million in Level 3 liabilities measured at fair value. 2022 Convertible Notes at Fair Value The fair value of the 2022 Notes on the issuance dates, and as of September 30, 2023 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. The Company elected the fair value option when recording its 2022 Notes and the 2022 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 condensed consolidated financial statements. During the nine months ended September 30, 2023, seven noteholders converted a portion of their 2022 Notes into 248,981 shares of the Company’s commons stock (See Note 9). The fair value of the converted notes totaled $2.2 million. In February 2023, the Company entered into waiver agreements with holders of the 2022 Notes (See Note 9). In connection with the waiver agreement, the 2022 Notes were revalued as of the amendment date. In March 2023, the Company entered into the second waiver agreements with holders of the 2022 Notes (See Note 9). A number of holders elected to increase the principal balance of their notes. The Company revalued the respective notes on the date prior to the amendment date and again on the amendment date. The change in fair value related to the amendment of these 2022 Notes was approximately $0.4 million. In June 2023, the Company entered into an exchange agreement and $0.2 million fair value of the 2022 Notes was exchanged for 206 shares of Series F Preferred stock. As of September 30, 2023, there was no outstanding balance related to the 2022 Notes. Line of Credit In February 2023, the Company drew down $2.0 million from the line of credit and issued the 2023 Notes of $2.0 million. The 2023 Note had fair value at issuance of $1.9 million and the Company recorded a gain on issuance of approximately $0.1 million, which is included in other income (expense) on the condensed consolidated statement of operations. In May 2023, the Company drew down $0.4 million from the line of credit and in accordance with the terms of the agreement issued the 2 nd rd As of September 30, 2023, there was no outstanding balance related to the 2023 Notes. The following table provides the changes in fair value of the 2022 Notes and warrant liability (in thousands): Convertible Warrant Balance at December 31, 2022 $ 1,654 $ 972 Conversion of 2022 Notes (516 ) Issuance of 2023 Notes in connection with line of credit 2,000 Change in fair value of 2022 Notes in connection with March waiver agreement 368 Senior Secured Notes - reclass to fair value option 1,133 Conversion of 2022 Notes into Series F in connection with exchange agreements (243 ) Conversion of 2022 Notes (950 ) Settlement in connection with line of credit (1,747 ) Issuance of 2 nd rd 350 Repayment of line of credit, 2 nd rd (600 ) Settlement in connection with Senior Secured Notes (1,107 ) Warrants issued in connection with Senior Secured Notes 157 Warrants issued in connection with line of credit 5,593 Warrants issued in connection with inducement agreement 760 Warrants issued in connection with February waiver agreement 711 Fair value of warrants exercised (759 ) Loss on extinguishment of warrant liability 504 Warrants Issued in connection with Demand Notes to Series F exchange 140 Warrants Issued in connection with Senior Secured Notes to Series F exchange 50 Warrants Issued in connection with 2022 Notes to Series F exchange 639 Warrants Issued in connection with Series D to Series F exchange 450 Warrants Issued in connection with Series F-1 956 Warrants Issued in connection with Series F-2 285 Change in fair value (342 ) (10,424 ) Balance at September 30, 2023 $ - $ 34 Warrants 2022 Notes In connection with the 2022 Notes, the Company issued 362,657 warrants to purchase shares of the Company’s common stock. During the nine months ended September 30, 2023, the Company entered into a warrant inducement and exercise agreement with certain holders. Under the terms of the agreement, the holders exercised 106,764 warrants with a fair value of approximately $0.8 million and the Company issued 106,764 new warrants to purchase shares of its common stock with a fair value of $1.3 million. The Company recognized a loss on extinguishment of the warrants of approximately $0.5 million which is included in other income (expense) on the condensed consolidated statement of operations. February Waiver Agreement In connection with the February waiver agreement, the Company issued 96,890 warrants to purchase shares of the Company’s common stock with a fair value of $0.7 million on the issuance date. As of September 30, 2023, there were 96,980 warrants outstanding with nominal fair value. Series F Preferred Stock Exchange Agreements In connection with the Series F preferred stock exchange agreements, the Company issued 592,137 warrants to purchase shares of the Company’s common stock. The Company concluded that the exchange warrants are liability classified with a fair value of $1.3 million as of the issuance date. As of September 30, 2023, the exchange warrants had a nominal fair value. Senior Secured Notes In connection with the issuance of the Senior Secured Notes in January 2023 (See Note 9), the Company issued 41,667 warrants to purchase shares of the Company’s common stock. The Company estimated the aggregate fair value of the warrants on the issuance date to be approximately $0.2 million, and nominal value as of September 30, 2023. Line of Credit In February 2023, in connection with the issuance of its line of credit, the Company issued 45,000 warrants to purchase shares of its Series E preferred stock (See Note 11). The Company estimated the aggregate fair value of the warrants on the issuance date to be approximately $5.6 million, and nominal value as of September 30, 2023. Series F-1 and F-2 Issuances As part of the Series F-1 and F-2 preferred stock issuances, the Company issued 523,323 warrants to purchase shares of the Company’s common stock. The Company concluded that the Series F-1 and Series F-2 warrants are liability classified with a fair value of $1.2 million as of the issuance date. As of September 30, 2023, the fair value of the Series F-1 and Series F-2 warrants were nominal. 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 condensed consolidated statements of operations. A summary of significant unobservable inputs (Level 3 inputs) used in measuring warrants on the issuance dates and as of September 30, 2023 and December 31, 2022 is as follows: Series F / F-1 / F-2 2022 Notes Warrants - Warrants - December 31, Date 9/30/2023 9/30/2023 9/30/2023 9/30/2023 12/31/2022 Dividend yield 0.0% 0.0% 0.0% 0.0% 0.0% Expected price volatility 70.0% 65.0% 65.0% 65.0% 48.7% Risk free interest rate 4.63% 4.69% 4.22% 4.67% 4.74% Expected term (in years) 4.7 4.1 4.3 4.3 0.8 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders’ Equity [Abstract] | |
Stockholders’ Equity | Note 11 – Stockholders’ Equity Preferred Stock As of September 30, 2023, there were 50,000,000 authorized shares of the Company’s preferred stock with par value of $0.0001 . Series A Preferred Sock As of September 30, 2023 and December 31, 2022, 251 shares of Series A preferred stock are issued and outstanding. Series B Preferred Stock As of September 30, 2023 and December 31, 2022, 1,443 shares of Series B preferred stock are issued and outstanding. Series C Preferred Stock As of September 30, 2023 and December 31, 2022, 500,756 shares of Series C preferred stock are issued and outstanding. Series D Preferred Stock As of September 30, 2023 and December 31, 2022, zero 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, in connection with its 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. On February 2, 2023, in connection with its line of credit, the Company issued 5,000 shares of Series E preferred stock as a commitment fee with a fair value of $1.5 million. In addition, the Company agreed to issue an additional 5,000 shares of Series E preferred stock on both the first and second anniversary date of the line of credit, or 10,000 shares on the first anniversary, if the Company does not elect to extend the maturity date of the line of credit. The fair value of the additional 10,000 shares of Series E preferred stock on the issuance date totaled $2.9 million. The Company recorded the total fair value of $4.4 million as additional paid-in capital with the offsetting increase to deferred debt issuance costs. As of September 30, 2023, following Series E preferred stock conversions, zero Series F Preferred Stock On June 4, 2023, the Company entered into exchange agreements with (i) the 2022 Notes investors for the exchange of 2022 Notes in the aggregate principal amount of $2.6 million for 2,622 shares of the Company’s Series F convertible preferred stock (“Series F preferred stock”), (ii) with the Senior Secured Notes investors for the exchange of Senior Secured Notes in the aggregate principal amount of $0.2 million for 206 shares of Series F Preferred Stock; (iii) with the Demand Noteholders for the exchange of Demand Notes in the principal amount of $0.6 million for 576 shares of Series F Preferred Stock, and (iv) with the purchasers of the Company’s Series D Preferred Stock for the exchange of 1,197 shares of Series D Preferred Stock for 1,847 shares of Series F Preferred Stock. In addition, the Company issued new five-year warrants to purchase an aggregate of 592,137 shares of common stock (the “Exchange Warrants”) to the 2022 Note holders, the Senior Secured Note holders, and the purchasers of the Company’s Series D preferred stock. The Exchange Warrants are exercisable at an exercise price of $8.868 per share of common stock. The holders may exercise the Exchange Warrants on a cashless basis if the shares of the Company’s common stock underlying the Exchange Warrants are not then registered pursuant to an effective registration statement. The Company concluded that the Exchange Warrants are liability classified. For the 2022 Note holders, the total fair value of Series F preferred stock and warrant liability issued were $1.1 million and $0.6 million, respectively. For the Senior Secured Note holders, the total fair value of Series F preferred stock and warrant liability issued were $0.1 million and $30,000, respectively. For the Demand Note holders, the total fair value of Series F Preferred Stock and Warrant Liability issued were $0.2 million and $0.2 million, respectively. For the purchasers of the Company’s Series D preferred stock, the Company accounted for the exchange as an extinguishment of the Series D preferred stock and recorded the total fair value of Series F preferred Stock and warrant liability of $0.7 million and $0.5 million, respectively. The difference of $0.5 million with the $0.7 million carrying value of the Series D preferred stock as a deemed dividend and reduction to additional-paid-in-capital. In July 2023, the Company converted 803 shares of Series F preferred stock for 103,234 shares of common stock. As of September 30, 2023 and December 31, 2022, 4,448 and zero Series F-1 Preferred Stock On June 13, 2023, the Company issued 3,583 shares of Series F-1 preferred stock for an aggregate purchase price of $2.3 million. In connection with the issuance of the Series F-1 preferred stock, the holders will receive five-year warrants to purchase an aggregate of 398,377 shares of common stock (the “Series F-1 Warrants”). The Series F-1 Warrants will be exercisable at an exercise price of $8.994 per share of the Company’s common stock, subject to certain adjustments as set forth in the Series F-1 Warrants. The holders may exercise the Series F-1 Warrants on a cashless basis if the shares of our Common Stock underlying the Series F-1 Warrants are not then registered pursuant to an effective registration statement. The obligations of the Company and the Purchasers to consummate the transactions contemplated by the Purchase Agreement are subject to the satisfaction on or prior to the Closing of customary closing conditions.. The Company allocated the proceeds of $2.3 million to the liability classified warrants with a fair value of $0.9 million and the remaining proceeds of $1.4 million to the Series F-1 preferred stock. In July 2023, the Company converted 2,930 shares of Series F-1 preferred stock for 325,737 shares of common stock. As of September 30, 2023 and December 31, 2022, 653 and zero Series F-2 Preferred Stock Offering On June 14, 2023, the Company issued 1,153 shares of its Series F-2 preferred stock for an aggregate purchase price of approximately $0.7 million. In connection with the issuance of the Series F-2 preferred stock, the holders will receive five-year warrants to purchase an aggregate of 124,946 shares of common stock (the “F-2 Warrants”). The F-2 Warrants will be exercisable at an exercise price of $9.228 per share of common stock. The Company allocated the proceeds of $0.7 million to the liability classified warrants with a fair value of $0.3 million and the remaining proceeds of $0.4 million to the Series F-2 preferred stock. As of September 30, 2023 and December 31, 2022, 1,153 and zero Common Stock Authorized Shares As of September 30, 2023, there were 800,000,000 shares of the Company’s authorized shares of common stock. Warrant Exercises During the nine months ended September 30, 2023, the Company issued 106,764 shares of its common stock in connection with the exercise of 106,768 warrants, receiving net proceeds of approximately $2.0 million at a weighted-average price of $19.30 per share. During the nine months ended September 30, 2023, the Company issued 2,493 shares of its common stock in connection with the exercise of 2,778 penny warrants. At-the-Market Offering As of September 30, 2023, the Company has received net proceeds on sales of 794,689 shares of common stock under the at-the-market offering of approximately $3.8 million after deducting $0.1 million in commissions and expenses. The weighted-average price of the common stocks were $4.98 per share. Equity Line of Credit On July 20, 2023 (“Closing Date”), the Company entered into the ELOC with a purchaser (“ELOC Purchaser”) whereby the Company has the right to sell up to an aggregate of $50.0 million of newly issued shares (the “ELOC Shares”) of the Company’s common stock. The aggregate number of shares that the Company can sell under the ELOC Purchase Agreement may not exceed 4.99% of the outstanding common stock, subject to certain exceptions set forth in the ELOC Purchase Agreement. The purchase price of the shares of common stock that the Company elects to sell to the pursuant to the ELOC Purchase Agreement will be equal to 97.0% of the lower of (i) the lowest intraday sale price of the common stock on the Company’s current trading market on the applicable purchase date or (ii) the arithmetic average of the three lowest closing sale prices during the ten trading days immediately preceding the applicable purchase date. There is no upper limit on the price per share that ELOC Purchase could be obligated to pay for the common stock under the ELOC Purchase Agreement. On the Closing Date, the Company issued 21,841 shares of common stock to the ELOC Purchase as an initial fee for commitment to purchase the Company’s common stock under the ELOC Purchase Agreement. On the date that is the earlier of (i) 30 calendar days after the Closing Date or (2) October 16, 2023, the Company will issue an additional 87,417 shares of common stock as additional commitment shares. Liability for common stock issued was $0.4 million as of the closing date. The liability is subject to remeasurement at each reporting period until issued, and any change in fair value is recognized and included as other income (expense) in the condensed consolidated statement of operations. The change in fair value of liability issued was approximately $0.4 million during the nine months ended September 30, 2023. As of September 30, 2023, the Company received net proceeds on sales of 3,986,991 shares of common stock of approximately $4.5 million, after deducting commissions and expenses, at a weighted average price of $1.19 per share. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Stock-Based Compensation, Restricted Stock and Stock Options [Abstract] | |
Stock-Based Compensation | Note 12 – Stock-Based Compensation Stock Options The Company grants equity-based compensation under its 2020 Long-Term Incentive Plan (the “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 91,667 to 122,222. On December 16, 2020, the Company adopted its 2020 Plan. Under the 2020 Plan, there are 88,889 shares of the Company’s common stock available for issuance and the 2020 Plan has a term of 10 years. 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. On December 22, 2022, the Company adopted its 2022 Long-Term Incentive Plan (the “2022 Plan”). Under the 2022 Plan, there are 70,000 shares of the Company’s common stock available for issuance and the 2022 Plan has a termination date of October 31, 2032. A summary of activity under the Plans for the nine months ended September 30, 2023 is as follows: Shares Weighted Weighted Aggregate Outstanding at December 31, 2022 159,295 $ 153.35 6.5 $ 26,188 Forfeited (1,516 ) $ 196.86 - - Outstanding at September 30, 2023 157,779 $ 157.47 5.8 $ - Exercisable at September 30, 2023 143,325 $ 168.04 5.5 $ - Stock-Based Compensation The total stock-based compensation expense recognized was as follows (in thousands): Three months ended Nine months ended 2023 2022 2023 2022 Research and development expenses $ 46 $ 136 $ 150 $ 636 Selling, general and administrative expenses 87 344 296 2,375 Total stock-based compensation $ 133 $ 480 $ 446 $ 3,011 As of September 30, 2023, the total unrecognized stock-based compensation cost related to outstanding unvested stock options that are expected to vest was $0.1 million, which the Company expects to recognize over an estimated weighted-average period of 2.5 years. Restricted Stock Units A summary of the Company’s restricted stock activity and related information is as follows: Number of Weighted Unvested at December 21, 2022 10,483 $ 82.02 Vested (3,344 ) $ 104.04 Unvested at September 30, 2023 7,139 $ 71.68 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Warrants [Abstract] | |
Warrants | Note 13 – Warrants A summary of the Company’s warrant (excluding penny warrants) activity and related information is as follows: Shares Weighted Weighted Aggregate Outstanding at December 31, 2022 461,066 $ 44.88 4.5 $ - Issued 1,405,797 $ 11.42 4.6 - Exercised (106,768 ) $ 19.20 - - Outstanding at September 30, 2023 1,760,095 $ 18.96 4.4 $ - Liability Classified Warrants Senior Secured Note During the nine months ended September 30, 2023, the Company issued 41,667 warrants to purchase shares of the Company’s common stock with an exercise price of $19.30 per share. The warrants expire 5 years from the issuance date. Line of Credit During the nine months ended September 30, 2023, in connection with its line of credit, the Company issued 45,000 Series E warrants to purchase shares of its Series E preferred stock with an exercise price of $0.50 per share (See Note 9). The warrants expire 5 years from the issuance date. 2022 Notes In connection with the 2022 Notes, the Company issued 362,657 warrants to purchase shares of the Company’s common stock. The warrants have an exercise price of $19.30 per share and expire five years from the issuance date. During the nine months ended September 30, 2023, the Company entered into a warrant inducement and exercise agreement with certain holders. Under the terms of the agreement, the holders exercised 106,764 warrants, and the Company issued 106,764 new warrants to purchase shares of its common stock with an exercise price of $19.30 per share. The warrants expire 5 years from the issuance date. On February 28, 2023, the Company entered into waiver agreements with holders of the 2022 Notes and issued 96,894 warrants to purchase shares of the Company’s common stock with an exercise price of $19.30 per share. Exchange Warrants, F-1 Warrants, and F-2 Warrants In connection with the exchange agreement, the Company issued new five-year warrants to purchase an aggregate of 592,137 shares of common stock to the noteholders and the purchasers of the Company’s Series D preferred stock. The Exchange Warrants are exercisable at an exercise price of $8.868 per share of common stock. The holders may exercise the warrants on a cashless basis if the shares of the common stock underlying the warrants are not then registered pursuant to an effective registration statement. The Company concluded that the Exchange Warrants are liability classified. In connection with the issuance of the Series F-1 preferred stock, the noteholders will receive five-year warrants to purchase an aggregate of 398,379 shares of common stock. The warrants will be exercisable at an exercise price of $8.994 per share of the Company’s common stock. The noteholders may exercise the warrants on a cashless basis if the shares of the common stock underlying the warrants are not then registered pursuant to an effective registration statement. In connection with the issuance of the Series F-2 preferred stock, the noteholders will receive five-year warrants to purchase an aggregate of 124,948 shares of common stock. The F-2 warrants will be exercisable at an exercise price of $9.228 per share of common stock. The noteholders may exercise the F-2 warrants on a cashless basis if the shares of the common stock underlying the F-2 warrants are not then registered pursuant to an effective registration statement. Purchase Order Warrants 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”). The PO’s have a value of $0.1 million and represent the first orders the Company has received prior to the launch of its Inserts. As additional consideration for the PO’s, the Company issued a warrant to Hudson to purchase 5,000 shares of the Company’s common stock at $45.00 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 ASC 606. As the performance obligations have not yet been satisfied, the Company has not recognized any revenue in connection with Hudson during the nine months ended September 30, 2023. The Company measured the fair value of the warrant using the Black-Scholes valuation model on the issuance date, with the value being recognized as a prepaid asset up to the recoverable value represented by the value of the contract. The fair value of the warrant on the issuance date totaled $0.2 million, and as of September 30, 2023, the Company recorded a prepaid asset of $0.1 million, representing the recoverable value from the PO’s, which is included in prepaid and other current assets on the condensed consolidated balance sheet. SLOC In connection with the SLOC, on March 17, 2022 the Company issued a warrant for 3,333 shares of common stock with an exercise price of $120.00 per share, and a total fair value of approximately $0.2 million. This amount is included in the accompanying consolidated balance sheet as deferred debt issuance costs (See Note 8). |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 14 – Commitments and Contingencies Operating Leases The Company leases laboratory spaces, warehouse and office facilities with lease terms ranging from three to five years. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain operating leases also include renewal options at the election of the Company to renew or extend the lease. The Company evaluates renewal options at lease inception and on an ongoing basis and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. As of September 30, 2023, the Company had operating lease liabilities of approximately $0.7 million and right-of- use assets of approximately $0.7 million, which are included in the condensed consolidated balance sheet. The components of operating lease expense were as follows: Three Months Ended Nine months Ended 2023 2022 2023 2022 Operating leases: Operating lease cost $ 108 $ 190 $ 439 $ 570 Variable lease cost 25 17 74 33 Operating lease expense $ 133 $ 207 $ 513 $ 603 The following information represents supplemental disclosure for the condensed consolidated statement of cash flows related to operating leases (in thousands): Nine months Ended 2023 2022 Operating cash flows - operating leases $ 513 $ 570 Right-of-use assets obtained in exchange for operating lease liabilities $ - $ 2,336 The present value assumptions used in calculating the present value of the lease payments were as follows: September 30, 2023 2022 Weighted-average remaining lease term (years) 1.7 3.5 Weighted-average discount rate 12.0 % 12.0 % As of September 30, 2023, future minimum payments are as follows (in thousands): Operating Leases Three months ended December 31, 2023 $ 133 Year ended December 31, 2024 417 Year ended December 31, 2025 194 Year ended December 31, 2026 100 Year ended December 31, 2027 9 Total 853 Less present value discount (113 ) Operating lease liabilities $ 740 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 | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events The Company has evaluated all subsequent events through the date of filing, November 14, 2023, of this Quarterly Report on Form 10-Q with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the condensed consolidated financial statements as of September 30, 2023, and events which occurred after September 30, 2023, 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. ATM Offering Subsequent to September 30, 2023, the Company received net proceeds on sales of 5,456,699 shares of common stock of approximately $1.9 million (after deducting $0.1 million in commissions and expenses) at a weighted average price of $0.36 per share. Delisting Notice On October 19, 2023, the Company received a letter (the “Nasdaq Staff Deficiency Letter”) from Nasdaq indicating that, for the last thirty (30) consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until April 16, 2024, to regain compliance with the Bid Price Rule. The letter states that the Nasdaq staff will provide written notification that the Company has achieved compliance with Bid Price Rule if at any time before April 16, 2024, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of ten (10) consecutive business days. The Nasdaq Staff Deficiency Letter has no immediate effect on the listing or trading of the Company’s common stock. The Company intends to monitor the bid price of its common stock and consider available options if its common stock does not trade at a level likely to result in the Company regaining compliance with the Bid Price Rule by April 16, 2024. If the Company does not regain compliance with the Bid Price Rule by April 16, 2024, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Rule, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, for example, by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will notify the Company that its securities will be subject to delisting. In the event of such a notification, the Company may appeal the Nasdaq staff’s determination to delist its securities. There can be no assurance that the Company will be eligible for the additional 180 calendar day compliance period, if applicable, or that the Nasdaq staff would grant the Company’s request for continued listing subsequent to any delisting notification. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. The condensed consolidated balance sheet as of September 30, 2023, the condensed consolidated statements of operations, stockholders’ equity for the three and nine months ended September 30, 2023 and 2022 and the condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 are unaudited. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows for the interim period presented. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three and nine month periods are also unaudited. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other future annual or interim period. The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited financial statements as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023. |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenue and expenses during the reporting periods. Accounting estimates and assumptions are inherently uncertain. Management bases its estimates and assumptions on current facts, historical experience and various other factors believed to be reasonable under the circumstances. Actual results could differ materially and adversely from these estimates. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but not limited to, valuation of its business combination, estimated fair value of convertible notes, estimated fair value of warrant lability, Series F/F-1/F-2 preferred stock, stock option awards for stock-based compensation and operating lease right-of-use assets and liabilities. |
Risks and Uncertainties | 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 condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Reference is made to Note 3 Basis of Presentation and Significant Accounting Policies |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component when the time between the goods or service being transferred to the customer and the customer pays is one year or less, The Company generates revenue from providing fiber splicing services as required based on short-term work orders assigned by customers. The Company is required to complete the description of work described in the work order and test the service provided prior to any recognition of revenue and invoicing. The short-term work orders are generally completed within two weeks. The Company is required to adhere to the rules and regulations that are outlined in the Agreement between the Company and the Customer. Cost of revenue is based on individual work orders and detailed description of work to be performed. All of the revenue is recognized immediately upon completion of each work order. A 5% retainage will be withheld by the Customer upon payment of invoices and will be paid to the Company within one year after termination of the contract. The retainage can be utilized by Customer for any claims that may arise after work is completed up through one year after completion. Revenue recognized during the nine months ended September 30, 2023 was generated by the Company’s wholly-owned subsidiary, Crown Fiber Optics Corporation, and was immaterial. No revenue was recognized by the Company during the nine months ended September 30, 2022. |
Financial Instruments – Credit Losses | Financial Instruments – Credit Losses In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (“Topic 326”): Measurement of Credit Losses on Financial Instruments. The amendments in ASU No. 2016-13 introduce an approach based on expected losses to estimated credit losses on certain types of financial instruments, modify the impairment model for available-for-sale debt securities and provide for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, using a modified retrospective approach. The Company adopted ASU No. 2016-13 and related updates as of January 1, 2023. The adoption of this guidance had no material impact on the Company’s condensed consolidated financial statements |
Segment and Reporting Unit Information | Segment and Reporting Unit Information Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is determined to be the CODM. The Company has two operating segments and two reportable segments as of September 30, 2023, which includes film group and fiber optics group. Revenue recognized during the nine months ended September 30, 2023 relates to the fiber optics group. |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method of accounting by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the aforementioned amounts. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets. Although the Company believes the assumptions and estimates made have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. Critical estimates in valuing certain intangible assets we have acquired include future expected cash flows from customer contracts. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results. 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 of the assets acquired and liabilities assumed as of the acquisition date has not been completed. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. |
Deferred Debt Issuance Costs | Deferred Debt Issuance Costs The Company accounts for debt issuance costs related to its line of credit and equity line of credit as a deferred asset on the condensed consolidated balance sheets, which is amortized over the life of the line of credit and equity line of credit. Since the Company has elected the fair value option for its convertible notes (see Note 9), upon a draw down, a portion of the deferred asset balance will be amortized and recognized as other income (expense) on the condensed consolidated statements of operations. On the issuance date of the Company’s line of credit, the cost related to issuance of the Series E preferred shares and the warrant to purchase Series E preferred shares was recorded as a deferred asset. On the issuance date of the Company’s equity line of credit, the cost related to issuance of common stock was recorded as a deferred asset. |
Goodwill | Goodwill The Company performs a goodwill impairment analysis on October 1 st |
Notes Payable at Fair Value | Notes Payable at Fair Value The Company has elected the fair value option for the recognition of its convertible notes and notes payable, with changes in fair value recognized in the statements of operations. As a result of applying the fair value option, direct costs and fees related to the convertible notes and notes payable are recognized in other income (expense) in the condensed consolidated statements of operations. The Company includes the interest expense as a component of the notes fair value. |
Warrant | Warrants The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the fair value of the instruments at each reporting period. The liability is subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations. The fair value of the warrants issued by the Company was estimated using the Black-Scholes model. SLOC The Company accounts for its warrants related to the SLOC as stockholders’ equity, and therefore, the warrants are not revalued after issuance. The Company uses the Black-Scholes model to value the warrants at issuance. As of September 30, 2023, since no loan amounts were drawn down, the SLOC warrant is recorded as a deferred asset on the condensed consolidated balance sheets at fair value and will be amortized over the life of the SLOC. Upon a draw down, the remaining balance of the deferred asset would be reclassified to debt discount and amortized under the effective interest method over the one-year term of the loan. Purchase Order Warrants The Company accounts for its warrants issued in connection with purchase orders in accordance with ASC 606 . |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to common stockholders is computed using the sum of the weighted-average number of shares of common stock outstanding during the period and the effect of dilutive securities. As the Company was in a net loss position for the three and nine months ended September 30, 2023 and 2022, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders because the effects of potentially dilutive securities are antidilutive. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at September 30, 2023 and 2022 are as follows: September 30, 2023 2022 Series A preferred stock 3,146 3,146 Series B preferred stock 33,883 33,883 Series C preferred stock 9,346 9,346 Series D preferred stock - 35,278 Series F preferred stock 501,579 - Series F-1 preferred stock 72,631 - Series F-2 preferred stock 124,946 - Warrants to purchase common stock (excluding penny warrants) 1,760,095 98,402 Warrants to purchase Series E preferred stock 750,000 - Options to purchase common stock 157,779 164,996 Unvested restricted stock units 7,139 14,796 Commitment shares 200,205 - Total 3,620,749 359,847 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Potentially Dilute Loss Per Share | Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at September 30, 2023 and 2022 are as follows: September 30, 2023 2022 Series A preferred stock 3,146 3,146 Series B preferred stock 33,883 33,883 Series C preferred stock 9,346 9,346 Series D preferred stock - 35,278 Series F preferred stock 501,579 - Series F-1 preferred stock 72,631 - Series F-2 preferred stock 124,946 - Warrants to purchase common stock (excluding penny warrants) 1,760,095 98,402 Warrants to purchase Series E preferred stock 750,000 - Options to purchase common stock 157,779 164,996 Unvested restricted stock units 7,139 14,796 Commitment shares 200,205 - Total 3,620,749 359,847 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Acquisitions [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed for the Amerigen 7 acquisition (in thousands): Property and equipment $ 655 Intangible assets 200 Security deposits 5 Accrued expenses (529 ) Notes payable (338 ) Total identifiable assets and liabilities acquired (7 ) Goodwill 652 Total purchase consideration $ 645 |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid and Other Current Assets [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consist of the following (in thousands): September 30, December 31, License fees $ 176 $ 300 Notes receivable - - Professional fees 189 - Insurance 59 142 Hudson warrant * 86 85 Other 96 63 Total $ 606 $ 590 * Fair value of warrant issued to Hudson Pacific Properties, L.P. (See Note 12) |
Property & Equipment, Net (Tabl
Property & Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property & Equipment, Net [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, consists of the following (in thousands): September 30, December 31, 2023 2022 Equipment $ 2,204 $ 1,457 Leasehold improvements 362 362 Vehicles - - Computers 57 52 Construction-in-progress 854 - Total 3,477 1,871 Less: accumulated depreciation (839 ) (462 ) Property and equipment, net $ 2,638 $ 1,409 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets, Net [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net, consists of the following (in thousands): September 30, December 31, 2023 2022 Patents $ 1,800 $ 1,800 Research license 375 375 Customer relationships 200 - Total 2,375 2,175 Less: accumulated amortization (742 ) (577 ) Intangible assets, net $ 1,633 $ 1,598 |
Schedule of Estimated Amortization of Intangible Assets | The following table represents the total estimated amortization of intangible assets for the five succeeding years and thereafter as of September 30, 2023 (in thousands): Estimated Nine months ended December 31, 2023 $ 66 Year ended December 31, 2024 235 Year ended December 31, 2025 234 Year ended December 31, 2026 197 Year ended December 31, 2027 and thereafter 901 Total $ 1,633 |
Deferred Debt Issuance Costs (T
Deferred Debt Issuance Costs (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Debt Issuance Costs [Abstract] | |
Schedule of Deferred Debt Issuance Costs | Deferred debt issuance costs consist of the following (in thousands): September 30, December 31, Standing letter of credit $ 150 $ 223 Equity letter of credit 555 Line of credit $ 9,943 - Total 10,648 223 Accumulated amortization (6,801 ) (73 ) Deferred debt issuance costs $ 3,847 $ 150 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): September 30, December 31, Payroll and related expenses $ 115 $ - Bonus - 510 Taxes 49 - Insurance - 104 Other expenses 11 7 Total $ 175 $ 621 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Fair Value on a Recurring Basis into the Fair Value Hierarchy | The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2023 and December 31, 2022: Fair value measured at September 30, 2023 Total Quoted Significant Significant Liabilities: Warrant liability $ 34 $ - $ - $ 34 Fair value measured at December 31, 2022 Total Quoted Significant Significant Liabilities: Convertible notes $ 1,654 $ - $ - $ 1,654 Warrant liability $ 972 $ - $ - $ 972 |
Schedule of Convertible Notes and Warrant Liability | The following table provides the changes in fair value of the 2022 Notes and warrant liability (in thousands): Convertible Warrant Balance at December 31, 2022 $ 1,654 $ 972 Conversion of 2022 Notes (516 ) Issuance of 2023 Notes in connection with line of credit 2,000 Change in fair value of 2022 Notes in connection with March waiver agreement 368 Senior Secured Notes - reclass to fair value option 1,133 Conversion of 2022 Notes into Series F in connection with exchange agreements (243 ) Conversion of 2022 Notes (950 ) Settlement in connection with line of credit (1,747 ) Issuance of 2 nd rd 350 Repayment of line of credit, 2 nd rd (600 ) Settlement in connection with Senior Secured Notes (1,107 ) Warrants issued in connection with Senior Secured Notes 157 Warrants issued in connection with line of credit 5,593 Warrants issued in connection with inducement agreement 760 Warrants issued in connection with February waiver agreement 711 Fair value of warrants exercised (759 ) Loss on extinguishment of warrant liability 504 Warrants Issued in connection with Demand Notes to Series F exchange 140 Warrants Issued in connection with Senior Secured Notes to Series F exchange 50 Warrants Issued in connection with 2022 Notes to Series F exchange 639 Warrants Issued in connection with Series D to Series F exchange 450 Warrants Issued in connection with Series F-1 956 Warrants Issued in connection with Series F-2 285 Change in fair value (342 ) (10,424 ) Balance at September 30, 2023 $ - $ 34 |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) | A summary of significant unobservable inputs (Level 3 inputs) used in measuring warrants on the issuance dates and as of September 30, 2023 and December 31, 2022 is as follows: Series F / F-1 / F-2 2022 Notes Warrants - Warrants - December 31, Date 9/30/2023 9/30/2023 9/30/2023 9/30/2023 12/31/2022 Dividend yield 0.0% 0.0% 0.0% 0.0% 0.0% Expected price volatility 70.0% 65.0% 65.0% 65.0% 48.7% Risk free interest rate 4.63% 4.69% 4.22% 4.67% 4.74% Expected term (in years) 4.7 4.1 4.3 4.3 0.8 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stock-Based Compensation, Restricted Stock and Stock Options [Abstract] | |
Schedule of Activity Under the Plans | A summary of activity under the Plans for the nine months ended September 30, 2023 is as follows: Shares Weighted Weighted Aggregate Outstanding at December 31, 2022 159,295 $ 153.35 6.5 $ 26,188 Forfeited (1,516 ) $ 196.86 - - Outstanding at September 30, 2023 157,779 $ 157.47 5.8 $ - Exercisable at September 30, 2023 143,325 $ 168.04 5.5 $ - |
Schedule of Stock-Based Compensation Expense Recognized | The total stock-based compensation expense recognized was as follows (in thousands): Three months ended Nine months ended 2023 2022 2023 2022 Research and development expenses $ 46 $ 136 $ 150 $ 636 Selling, general and administrative expenses 87 344 296 2,375 Total stock-based compensation $ 133 $ 480 $ 446 $ 3,011 |
Schedule of Restricted Stock Activity | A summary of the Company’s restricted stock activity and related information is as follows: Number of Weighted Unvested at December 21, 2022 10,483 $ 82.02 Vested (3,344 ) $ 104.04 Unvested at September 30, 2023 7,139 $ 71.68 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warrants [Abstract] | |
Schedule of Warrants | A summary of the Company’s warrant (excluding penny warrants) activity and related information is as follows: Shares Weighted Weighted Aggregate Outstanding at December 31, 2022 461,066 $ 44.88 4.5 $ - Issued 1,405,797 $ 11.42 4.6 - Exercised (106,768 ) $ 19.20 - - Outstanding at September 30, 2023 1,760,095 $ 18.96 4.4 $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Schedule of Lease Expense | The components of operating lease expense were as follows: Three Months Ended Nine months Ended 2023 2022 2023 2022 Operating leases: Operating lease cost $ 108 $ 190 $ 439 $ 570 Variable lease cost 25 17 74 33 Operating lease expense $ 133 $ 207 $ 513 $ 603 |
Schedule of Supplemental Cash Flow Information Related to Leases | The following information represents supplemental disclosure for the condensed consolidated statement of cash flows related to operating leases (in thousands): Nine months Ended 2023 2022 Operating cash flows - operating leases $ 513 $ 570 Right-of-use assets obtained in exchange for operating lease liabilities $ - $ 2,336 |
Schedule of Assumptions Lease Payments | The present value assumptions used in calculating the present value of the lease payments were as follows: September 30, 2023 2022 Weighted-average remaining lease term (years) 1.7 3.5 Weighted-average discount rate 12.0 % 12.0 % |
Schedule of Future Minimum Payments | As of September 30, 2023, future minimum payments are as follows (in thousands): Operating Leases Three months ended December 31, 2023 $ 133 Year ended December 31, 2024 417 Year ended December 31, 2025 194 Year ended December 31, 2026 100 Year ended December 31, 2027 9 Total 853 Less present value discount (113 ) Operating lease liabilities $ 740 |
Nature of Business and Liquid_2
Nature of Business and Liquidity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Feb. 28, 2023 | Dec. 31, 2022 | |
Nature of Business and Liquidity [Abstract] | ||||||
Entity incorporated date | Apr. 20, 2015 | |||||
Accumulated deficit | $ (107,689) | $ (107,689) | $ (88,005) | |||
Cash | 2,100 | 2,100 | ||||
Net Loss | (2,859) | $ (3,116) | (19,678) | $ (12,163) | ||
Net cash used in operating activities | 11,800 | |||||
Standing letter of credit | 10,000 | 10,000 | ||||
Line of credit | $ 100,000 | 100,000 | $ 2,000 | |||
Equity line of credit | $ 50,000 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Percentage of payment invoices | 5% |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Details) - Schedule of Potentially Dilute Loss Per Share - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Potentially Dilute Loss Per Share [Abstract] | ||
Total | 3,620,749 | 359,847 |
Warrants to purchase common stock (excluding penny warrants) [Member] | ||
Schedule of Potentially Dilute Loss Per Share [Abstract] | ||
Total | 1,760,095 | 98,402 |
Warrants to purchase Series E preferred stock [Member] | ||
Schedule of Potentially Dilute Loss Per Share [Abstract] | ||
Total | 750,000 | |
Options to purchase common stock [Member] | ||
Schedule of Potentially Dilute Loss Per Share [Abstract] | ||
Total | 157,779 | 164,996 |
Unvested restricted stock units [Member] | ||
Schedule of Potentially Dilute Loss Per Share [Abstract] | ||
Total | 7,139 | 14,796 |
Commitment Shares [Member] | ||
Schedule of Potentially Dilute Loss Per Share [Abstract] | ||
Total | 200,205 | |
Series A Preferred Stock [Member] | ||
Schedule of Potentially Dilute Loss Per Share [Abstract] | ||
Total | 3,146 | 3,146 |
Series B Preferred Stock [Member] | ||
Schedule of Potentially Dilute Loss Per Share [Abstract] | ||
Total | 33,883 | 33,883 |
Series C Preferred Stock [Member] | ||
Schedule of Potentially Dilute Loss Per Share [Abstract] | ||
Total | 9,346 | 9,346 |
Series D Preferred Stock [Member] | ||
Schedule of Potentially Dilute Loss Per Share [Abstract] | ||
Total | 35,278 | |
Series F Preferred Stock [Member] | ||
Schedule of Potentially Dilute Loss Per Share [Abstract] | ||
Total | 501,579 | |
Series F-1 Preferred Stock [Member] | ||
Schedule of Potentially Dilute Loss Per Share [Abstract] | ||
Total | 72,631 | |
Series F-2 Preferred Stock [Member] | ||
Schedule of Potentially Dilute Loss Per Share [Abstract] | ||
Total | 124,946 |
Acquisitions (Details)
Acquisitions (Details) $ in Millions | Jan. 03, 2023 USD ($) | Sep. 30, 2023 |
Acquisitions [Abstract] | ||
Cash consideration paid | $ 0.7 | |
Number of employees | 12 |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of Assets Acquired and Liabilities Assumed $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Schedule of Assets Acquired and Liabilities Assumed [Abstract] | |
Property and equipment | $ 655 |
Intangible assets | 200 |
Security deposits | 5 |
Accrued expenses | (529) |
Notes payable | (338) |
Total identifiable assets and liabilities acquired | (7) |
Goodwill | 652 |
Total purchase consideration | $ 645 |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets (Details) - Schedule of Prepaid and Other Current Assets - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | ||
Schedule of Prepaid and Other Current Assets [Abstract] | |||
License fees | $ 176 | $ 300 | |
Notes receivable | |||
Professional fees | 189 | ||
Insurance | 59 | 142 | |
Hudson warrant | [1] | 86 | 85 |
Other | 96 | 63 | |
Total | $ 606 | $ 590 | |
[1] Fair value of warrant issued to Hudson Pacific Properties, L.P. (See Note 12) |
Property & Equipment, Net (Deta
Property & Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property & Equipment, Net [Abstract] | ||||
Depreciation expense | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.2 |
Property & Equipment, Net (De_2
Property & Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,477 | $ 1,871 |
Less accumulated depreciation and amortization | (839) | (462) |
Property and equipment, net | 2,638 | 1,409 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,204 | 1,457 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 362 | 362 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | ||
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 57 | 52 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 854 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Intangible Assets, Net [Abstract] | ||||
Amortization expense | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.2 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of Intangible Assets, Net - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Intangible Assets, Net [Abstract] | ||
Patents | $ 1,800 | $ 1,800 |
Research license | 375 | 375 |
Customer relationships | 200 | |
Total | 2,375 | 2,175 |
Less: accumulated amortization | (742) | (577) |
Intangible assets, net | $ 1,633 | $ 1,598 |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details) - Schedule of Estimated Amortization of Intangible Assets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Estimated Amortization of Intangible Assets [Abstract] | ||
Nine months ended December 31, 2023 | $ 66 | |
Year ended December 31, 2024 | 235 | |
Year ended December 31, 2025 | 234 | |
Year ended December 31, 2026 | 197 | |
Year ended December 31, 2027 and thereafter | 901 | |
Total | $ 1,633 | $ 1,598 |
Deferred Debt Issuance Costs (D
Deferred Debt Issuance Costs (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Feb. 02, 2023 | Jul. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
SLOC[Member] | ||||||
Deferred Debt Issuance Costs (Details) [Line Items] | ||||||
Amortization expense | $ 100 | $ 23,000 | $ 200 | $ 100 | ||
ELOC [Member] | ||||||
Deferred Debt Issuance Costs (Details) [Line Items] | ||||||
Deferred debt issuance costs | $ 600 | |||||
Amortization expense | 100 | 100 | ||||
Line of Credit [Member] | ||||||
Deferred Debt Issuance Costs (Details) [Line Items] | ||||||
Deferred debt issuance costs | $ 9,900 | |||||
Amortization expense | $ 2,400 | 6,500 | ||||
Convertible promissory note | 2,400 | |||||
Convertible Promissory Note [Member] | ||||||
Deferred Debt Issuance Costs (Details) [Line Items] | ||||||
Amortization expense | $ 200 |
Deferred Debt Issuance Costs _2
Deferred Debt Issuance Costs (Details) - Schedule of Deferred Debt Issuance Costs - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred Debt Issuance Costs (Details) - Schedule of Deferred Debt Issuance Costs [Line Items] | ||
Total | $ 10,648 | $ 223 |
Accumulated amortization | (6,801) | (73) |
Deferred debt issuance costs | 3,847 | 150 |
Standby Letters of Credit [Member] | ||
Deferred Debt Issuance Costs (Details) - Schedule of Deferred Debt Issuance Costs [Line Items] | ||
Total | 150 | 223 |
Equity Letter of Credit [Member] | ||
Deferred Debt Issuance Costs (Details) - Schedule of Deferred Debt Issuance Costs [Line Items] | ||
Total | 555 | |
Line of Credit [Member] | ||
Deferred Debt Issuance Costs (Details) - Schedule of Deferred Debt Issuance Costs [Line Items] | ||
Total | $ 9,943 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of Accrued Expenses - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Accrued Expenses [Abstract] | ||
Payroll and related expenses | $ 115 | |
Bonus | 510 | |
Taxes | 49 | |
Insurance | 104 | |
Other expenses | 11 | 7 |
Total | $ 175 | $ 621 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||||||
Jul. 25, 2023 | Jul. 10, 2023 | Jun. 30, 2023 | Jun. 04, 2023 | May 31, 2023 | May 30, 2023 | May 26, 2023 | May 18, 2023 | May 16, 2023 | May 15, 2023 | Feb. 28, 2023 | Feb. 02, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Oct. 19, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 31, 2023 | Jul. 04, 2023 | Jun. 13, 2023 | |
Notes Payable [Line Items] | |||||||||||||||||||||||
Expense on issuance of stock | $ 170 | $ 26 | |||||||||||||||||||||
Shares issued (in Shares) | 576 | ||||||||||||||||||||||
Shares of common stock (in Shares) | 592,137 | ||||||||||||||||||||||
Line of credit | $ 2,000 | $ 2,000 | $ 100,000 | $ 100,000 | |||||||||||||||||||
Series F Preferred Stock [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Shares issued (in Shares) | 2,622 | ||||||||||||||||||||||
Number of excess shares (in Shares) | 1,847 | ||||||||||||||||||||||
Series E Preferred Stock [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Shares of preferred stock (in Shares) | 5,000 | ||||||||||||||||||||||
Common Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Warrants to purchase shares (in Shares) | 570,916 | 570,916 | |||||||||||||||||||||
Senior Secured Notes [Member] | Series F Preferred Stock [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Shares issued (in Shares) | 206 | ||||||||||||||||||||||
Notes 2022 [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Maturity date | maturity date of the 2022 Notes from October 19, 2023 to April 18, 2024 | ||||||||||||||||||||||
Note 2023 [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Maturity date | maturity date of the 2023 Note balance until May 15, 2023 | ||||||||||||||||||||||
Note 2023 One [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Maturity date | maturity dates of each until July 16, 2023 | ||||||||||||||||||||||
Notes 2022 [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Principal balance | $ 5,400 | $ 200 | $ 200 | ||||||||||||||||||||
Warrants to purchase shares (in Shares) | 362,657 | 96,890 | |||||||||||||||||||||
Net proceeds | $ 3,500 | ||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 29.7 | ||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 19.32 | ||||||||||||||||||||||
Expiration period | 5 years | ||||||||||||||||||||||
Additional percentage | 5% | ||||||||||||||||||||||
Issue of total shares (in Shares) | 31,724 | ||||||||||||||||||||||
Converted minimum price per share (in Dollars per share) | $ 9.42 | ||||||||||||||||||||||
Principal amount | $ 1,500 | $ 1,400 | |||||||||||||||||||||
Shares issued (in Shares) | 161,603 | 127,393 | 127,393 | ||||||||||||||||||||
Number of excess shares (in Shares) | 9.28 | 10.93 | 10.93 | ||||||||||||||||||||
Fair value notes | $ 1,000 | $ 1,000 | |||||||||||||||||||||
Agreed to issue shares (in Shares) | 248,981 | ||||||||||||||||||||||
Notes 2022 [Member] | Common Stock [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Expense on issuance of stock | 300 | ||||||||||||||||||||||
Notes 2022 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Additional percentage | 5% | ||||||||||||||||||||||
Notes 2022 [Member] | Waiver Agreements [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Principal balance | $ 200 | 200 | |||||||||||||||||||||
Senior Secured Notes [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Shares issued (in Shares) | 41,667 | ||||||||||||||||||||||
Senior secured notes | $ 200 | $ 1,200 | |||||||||||||||||||||
Purchase warrants (in Shares) | 41,667 | ||||||||||||||||||||||
Common stock for net proceeds | $ 1,000 | ||||||||||||||||||||||
Percentage of additional principal | 10% | ||||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 19.32 | ||||||||||||||||||||||
Common stock total (in Shares) | 203,500 | ||||||||||||||||||||||
Extinguishment loss | 100 | $ 2,200 | |||||||||||||||||||||
Derivative liability | 100 | ||||||||||||||||||||||
Shares of common stock (in Shares) | 189,602 | 41,667 | |||||||||||||||||||||
Fair value adjustment | $ 39,000 | $ 300 | |||||||||||||||||||||
Promissory Note | $ 100 | ||||||||||||||||||||||
Senior Secured Notes [Member] | Series F Preferred Stock [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Derivative liability | $ 100 | ||||||||||||||||||||||
Note 2023 [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Principal balance | $ 200 | ||||||||||||||||||||||
Shares issued (in Shares) | 66,667,000,000 | ||||||||||||||||||||||
Fair value notes | $ 100 | ||||||||||||||||||||||
Agreed to issue shares (in Shares) | 33,333 | ||||||||||||||||||||||
Fair value adjustment | $ 2,000 | $ 600 | $ 700 | $ 200 | |||||||||||||||||||
Total notes | $ 2,000 | ||||||||||||||||||||||
Issuance date | 60 days | ||||||||||||||||||||||
Common stock price per share (in Dollars per share) | $ 30 | ||||||||||||||||||||||
Common stock shares (in Shares) | 33,333 | ||||||||||||||||||||||
Accrued interest percentage | 15% | 15% | |||||||||||||||||||||
Line of credit | 200 | $ 200 | |||||||||||||||||||||
Commitment to issue | 200 | ||||||||||||||||||||||
Commitment fee | $ 200 | ||||||||||||||||||||||
Commitment fees | $ 2,100 | ||||||||||||||||||||||
Convertible preferred stock (in Shares) | 133,333 | 133,333 | |||||||||||||||||||||
Cash outstanding balance | $ 400 | ||||||||||||||||||||||
Note 2023 [Member] | Series E Preferred Stock [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Shares issued (in Shares) | 13,000 | 4,000,000,000 | |||||||||||||||||||||
Agreed to issue shares (in Shares) | 8,000 | 8,000 | |||||||||||||||||||||
Commitment to shares (in Shares) | 4,000 | 4,000 | |||||||||||||||||||||
Commitment to issue shares (in Shares) | 4,000 | ||||||||||||||||||||||
Shares of preferred stock (in Shares) | 5,000 | ||||||||||||||||||||||
Note 2023 [Member] | Common Stock [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Shares of preferred stock (in Shares) | 83,333 | ||||||||||||||||||||||
Note 2023 [Member] | Senior Secured Notes [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Common stock of insurance shares (in Shares) | 66,667 | ||||||||||||||||||||||
Demand Note [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Principal amount | $ 100 | $ 100 | $ 200 | ||||||||||||||||||||
Issue of aggregate share (in Shares) | 76,626 | ||||||||||||||||||||||
Purchase price | 20,000 | ||||||||||||||||||||||
Original Discount Issued | $ 12,000 | ||||||||||||||||||||||
Demand Note [Member] | Common Stock [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Expense on issuance of stock | $ 100 | $ 200 | |||||||||||||||||||||
Issue of aggregate share (in Shares) | 46,935 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jul. 31, 2023 | Jun. 30, 2023 | May 31, 2023 | Feb. 28, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 04, 2023 | |
Fair Value Measurements [Line Items] | |||||||||
Liabilities, fair value | $ 2,600 | $ 2,600 | |||||||
Shares of common stock (in Shares) | 248,981 | ||||||||
Fair value converted notes totaled | $ 2,200 | ||||||||
Change in fair value | 400 | ||||||||
Fair value of warrant issuance amount | (2,688) | (10,424) | |||||||
Company withdrew amount | $ 2,000 | ||||||||
Line of credit amount issued | $ 2,000 | $ 100,000 | $ 100,000 | ||||||
Outstanding balance repaid | $ 400 | ||||||||
Warrant to purchase shares (in Shares) | 362,657 | 362,657 | |||||||
Warrants exercised (in Shares) | 106,764 | ||||||||
Shares issued (in Shares) | 576 | ||||||||
Warrant outstanding (in Shares) | 96,980 | 96,980 | |||||||
Warrants [Member] | |||||||||
Fair Value Measurements [Line Items] | |||||||||
Shares issued (in Shares) | 41,667 | 41,667 | |||||||
Series F Preferred Stock [Member] | |||||||||
Fair Value Measurements [Line Items] | |||||||||
Warrant to purchase shares (in Shares) | 592,137 | 592,137 | |||||||
Shares issued (in Shares) | 2,622 | ||||||||
Senior Secured Notes [Member] | |||||||||
Fair Value Measurements [Line Items] | |||||||||
Fair value of warrant issuance amount | $ 200 | ||||||||
Senior Secured Notes [Member] | Series F Preferred Stock [Member] | |||||||||
Fair Value Measurements [Line Items] | |||||||||
Shares issued (in Shares) | 206 | ||||||||
Line of Credits [Member] | |||||||||
Fair Value Measurements [Line Items] | |||||||||
Fair value of warrant issuance amount | 5,600 | ||||||||
March Waiver Agreement [Member] | |||||||||
Fair Value Measurements [Line Items] | |||||||||
Fair value of warrant issuance amount | $ 200 | ||||||||
Line of Credit [Member] | |||||||||
Fair Value Measurements [Line Items] | |||||||||
Company withdrew amount | $ 400 | ||||||||
Fair value issuance | $ 1,900 | 1,900 | |||||||
Other income expense | 100 | ||||||||
Shares issued (in Shares) | 45,000 | ||||||||
Warrant Inducement and Exercise Agreement [Member] | |||||||||
Fair Value Measurements [Line Items] | |||||||||
Fair value of warrant issuance amount | $ 800 | ||||||||
Shares issued (in Shares) | 106,764 | 106,764 | |||||||
Common stock fair value | $ 1,300 | $ 1,300 | |||||||
Loss on extinguishment | $ 500 | ||||||||
February Waiver Agreement [Member] | |||||||||
Fair Value Measurements [Line Items] | |||||||||
Shares issued (in Shares) | 96,890 | 96,890 | |||||||
Common stock fair value | $ 700 | $ 700 | |||||||
Exchange Agreements [Member] | |||||||||
Fair Value Measurements [Line Items] | |||||||||
Fair value issuance | 1,300 | 1,300 | |||||||
Series F-1 and F-2 Issuances [Member] | |||||||||
Fair Value Measurements [Line Items] | |||||||||
Fair value issuance | $ 1,200 | $ 1,200 | |||||||
Shares issued (in Shares) | 523,323 | 523,323 |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Convertible notes | $ 1,654 | |
Warrant liability | $ 34 | 972 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities: | ||
Convertible notes | ||
Warrant liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Convertible notes | ||
Warrant liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Convertible notes | 1,654 | |
Warrant liability | $ 34 | $ 972 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Convertible Notes and Warrant Liability - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value Measurements (Details) - Schedule of Convertible Notes and Warrant Liability [Line Items] | ||||
Balance at | $ 1,654 | |||
Balance at | 972 | |||
Balance at | $ 34 | 34 | ||
Conversion of 2022 Notes | (516) | |||
Settlement in connection with Senior Secured Notes | (1,160) | (1,160) | ||
Loss on extinguishment of warrant liability | 504 | |||
Change in fair value | ||||
Warrant Liability [Member] | ||||
Fair Value Measurements (Details) - Schedule of Convertible Notes and Warrant Liability [Line Items] | ||||
Balance at | 972 | |||
Balance at | 34 | 34 | ||
Warrants issued in connection with Senior Secured Notes | 157 | |||
Warrants issued in connection with line of credit | 5,593 | |||
Warrants issued in connection with inducement agreement | 760 | |||
Warrants issued in connection with February waiver agreement | 711 | |||
Fair value of warrants exercised | (759) | |||
Loss on extinguishment of warrant liability | 504 | |||
Warrants Issued in connection with Demand Notes to Series F exchange | 140 | |||
Warrants Issued in connection with Senior Secured Notes to Series F exchange | 50 | |||
Warrants Issued in connection with 2022 Notes to Series F exchange | 639 | |||
Warrants Issued in connection with Series D to Series F exchange | 450 | |||
Warrants Issued in connection with Series F-1 | 956 | |||
Warrants Issued in connection with Series F-2 | 285 | |||
Change in fair value | (10,424) | |||
Convertible Notes [Member] | ||||
Fair Value Measurements (Details) - Schedule of Convertible Notes and Warrant Liability [Line Items] | ||||
Balance at | 1,654 | |||
Conversion of 2022 Notes | (516) | |||
Issuance of 2023 Notes in connection with line of credit | 2,000 | |||
Change in fair value of 2022 Notes in connection with March waiver agreement | 368 | |||
Senior Secured Notes - reclass to fair value option | 1,133 | |||
Conversion of 2022 Notes into Series F in connection with exchange agreements | (243) | |||
Conversion of 2022 Notes | (950) | |||
Settlement in connection with line of credit | (1,747) | |||
Issuance of 2nd 2023 Notes and 3rd 2023 Notes | 350 | |||
Repayment of line of credit, 2nd 2023 Notes and 3rd 2023 Notes | (600) | |||
Settlement in connection with Senior Secured Notes | (1,107) | |||
Change in fair value | $ (342) | $ (342) |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Significant Unobservable Inputs (Level 3 Inputs) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Abstract] | ||
Date | Dec. 31, 2022 | |
Dividend yield | 0% | |
Expected price volatility | 48.70% | |
Risk free interest rate | 4.74% | |
Expected term (in years) | 9 months 18 days | |
Series F / F-1 / F-2 [Member] | ||
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Abstract] | ||
Date | Sep. 30, 2023 | |
Dividend yield | 0% | |
Expected price volatility | 70% | |
Risk free interest rate | 4.63% | |
Expected term (in years) | 4 years 8 months 12 days | |
2022 Notes [Member] | ||
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Abstract] | ||
Date | Sep. 30, 2023 | |
Dividend yield | 0% | |
Expected price volatility | 65% | |
Risk free interest rate | 4.69% | |
Expected term (in years) | 4 years 1 month 6 days | |
Warrants - Senior Secured Note [Member] | ||
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Abstract] | ||
Date | Sep. 30, 2023 | |
Dividend yield | 0% | |
Expected price volatility | 65% | |
Risk free interest rate | 4.22% | |
Expected term (in years) | 4 years 3 months 18 days | |
Warrants - Series E - Line of Credit [Member] | ||
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Abstract] | ||
Date | Sep. 30, 2023 | |
Dividend yield | 0% | |
Expected price volatility | 65% | |
Risk free interest rate | 4.67% | |
Expected term (in years) | 4 years 3 months 18 days |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||||||||||
Jul. 20, 2023 | Jul. 04, 2023 | Jun. 13, 2023 | Feb. 02, 2023 | Jun. 14, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 31, 2023 | Feb. 28, 2023 | Feb. 01, 2023 | Dec. 31, 2022 | |
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares issue and outstanding | |||||||||||
Preferred stock issuance (in Dollars) | $ 855 | ||||||||||
Aggregate principal amount (in Dollars) | $ 600 | ||||||||||
Shares issued | 576 | ||||||||||
Aggregate shares of common stock | 592,137 | ||||||||||
Exercise price (in Dollars per share) | $ 8.868 | ||||||||||
Converted preferred shares | 2,930 | ||||||||||
Shares of common stock | 3,986,991 | ||||||||||
Warrant fair value (in Dollars) | $ 200 | ||||||||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | |||||||||
Exercise of warrants | 362,657 | ||||||||||
Weighted average price per share (in Dollars per share) | $ 0.36 | ||||||||||
Commissions and expenses (in Dollars) | $ 4,500 | ||||||||||
Weighted-average price per share (in Dollars per share) | $ 1.19 | ||||||||||
Aggregate amount (in Dollars) | $ 50,000 | ||||||||||
Outstanding common stock percentage | 4.99% | ||||||||||
ELOC purchase agreement percentage | 97% | ||||||||||
ELOC purchase agreement description | the Company issued 21,841 shares of common stock to the ELOC Purchase as an initial fee for commitment to purchase the Company’s common stock under the ELOC Purchase Agreement. On the date that is the earlier of (i) 30 calendar days after the Closing Date or (2) October 16, 2023, the Company will issue an additional 87,417 shares of common stock as additional commitment shares. Liability for common stock issued was $0.4 million as of the closing date. The liability is subject to remeasurement at each reporting period until issued, and any change in fair value is recognized and included as other income (expense) in the condensed consolidated statement of operations. The change in fair value of liability issued was approximately $0.4 million during the nine months ended September 30, 2023. | ||||||||||
Common Stock [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Shares of common stock | 103,234 | ||||||||||
Warrant Exercises [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Common stock shares issued | 106,764 | ||||||||||
Exercise of warrants | 106,768 | ||||||||||
Net proceeds (in Dollars) | $ 2,000 | ||||||||||
Weighted average price per share (in Dollars per share) | $ 19.3 | ||||||||||
Penny Warrants [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Exercise of warrants | 2,778 | ||||||||||
Warrant [Member] | Warrant Exercises [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Common stock shares issued | 2,493 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Preferred stock, shares authorized | 300 | 300 | |||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares issue and outstanding | 251 | 251 | |||||||||
Series B Preferred Stock [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Preferred stock, shares authorized | 1,500 | 1,500 | |||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares issue and outstanding | 1,443 | 1,443 | |||||||||
Series C Preferred Stock [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Preferred stock, shares authorized | 600,000 | 600,000 | |||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares issue and outstanding | 500,756 | 500,756 | |||||||||
Series D Preferred Stocks [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Preferred stock, shares issue and outstanding | 1,058 | ||||||||||
Preferred stock, shares issued | |||||||||||
Series E Preferred Stock [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Preferred stock, shares authorized | 77,000 | 77,000 | 77,000 | ||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares issue and outstanding | |||||||||||
Preferred stock, shares issued | 5,000 | ||||||||||
Commitment fee with fair value (in Dollars) | $ 1,500 | ||||||||||
Additional shares | 5,000 | ||||||||||
Fair value of additional shares | 10,000 | ||||||||||
Preferred stock issuance (in Dollars) | $ 2,900 | ||||||||||
Fair value of additional capital (in Dollars) | $ 4,400 | ||||||||||
Series F Preferred Stock [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Preferred stock, shares authorized | 9,073 | 9,073 | |||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares issue and outstanding | 4,448 | ||||||||||
Aggregate principal amount (in Dollars) | $ 2,600 | ||||||||||
Shares issued | 2,622 | ||||||||||
Preferred shares issued | 1,847 | ||||||||||
Preferred stock, description | For the 2022 Note holders, the total fair value of Series F preferred stock and warrant liability issued were $1.1 million and $0.6 million, respectively. For the Senior Secured Note holders, the total fair value of Series F preferred stock and warrant liability issued were $0.1 million and $30,000, respectively. For the Demand Note holders, the total fair value of Series F Preferred Stock and Warrant Liability issued were $0.2 million and $0.2 million, respectively. For the purchasers of the Company’s Series D preferred stock, the Company accounted for the exchange as an extinguishment of the Series D preferred stock and recorded the total fair value of Series F preferred Stock and warrant liability of $0.7 million and $0.5 million, respectively. The difference of $0.5 million with the $0.7 million carrying value of the Series D preferred stock as a deemed dividend and reduction to additional-paid-in-capital. | ||||||||||
Converted preferred shares | 803 | ||||||||||
Exercise of warrants | 592,137 | ||||||||||
Series F Preferred Stock [Member] | Senior Secured Notes [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Aggregate principal amount (in Dollars) | $ 200 | ||||||||||
Shares issued | 206 | ||||||||||
Series D Preferred Stock [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Preferred stock, shares authorized | 7,000 | 7,000 | |||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares issue and outstanding | 1,058 | ||||||||||
Preferred stock, shares issued | 1,058 | ||||||||||
Preferred shares issued | 1,197 | ||||||||||
Series F-1 Preferred Stock [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Preferred stock, shares authorized | 9,052 | 9,052 | |||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares issue and outstanding | 653 | ||||||||||
Shares issued | 3,583 | ||||||||||
Shares of common stock | 325,737 | ||||||||||
Aggregate purchase price (in Dollars) | $ 2,300 | ||||||||||
Aggregate shares | 398,377 | ||||||||||
Warrants exercise price (in Dollars per share) | $ 8.994 | ||||||||||
Proceeds of warrant liability (in Dollars) | $ 2,300 | ||||||||||
Warrant fair value (in Dollars) | 900 | ||||||||||
Remaining proceeds (in Dollars) | $ 1,400 | ||||||||||
Series F-2 Preferred Stock [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Preferred stock, shares authorized | 9,052 | 9,052 | |||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares issue and outstanding | 1,153 | ||||||||||
Shares issued | 1,153 | ||||||||||
Aggregate purchase price (in Dollars) | $ 700 | ||||||||||
Aggregate shares | 124,946 | ||||||||||
Warrants exercise price (in Dollars per share) | $ 9.228 | ||||||||||
Proceeds of warrant liability (in Dollars) | $ 700 | ||||||||||
Warrant fair value (in Dollars) | 300 | ||||||||||
Remaining proceeds (in Dollars) | $ 400 | ||||||||||
Board of Directors [Member] | Series E Preferred Stock [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Convertible shares | 1,000 | ||||||||||
Line of Credit [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Additional shares | 10,000 | ||||||||||
Shares issued | 45,000 | ||||||||||
At-the-Market Offerings [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Shares of common stock | 794,689 | ||||||||||
Market offering price (in Dollars) | $ 3,800 | ||||||||||
Commissions and expenses (in Dollars) | $ 100 | ||||||||||
Weighted-average price per share (in Dollars per share) | $ 4.98 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - shares | Dec. 22, 2022 | Dec. 16, 2020 | Jun. 14, 2019 |
Stock-Based Compensation (Details) [Line Items] | |||
Common stock available for issuance | 70,000 | ||
2020 Plan [Member] | |||
Stock-Based Compensation (Details) [Line Items] | |||
Common stock available for issuance | 88,889 | ||
Expire term | 10 years | ||
2016 Equity Incentive Plan [Member] | Minimum [Member] | |||
Stock-Based Compensation (Details) [Line Items] | |||
Number of shares issued | 91,667 | ||
2016 Equity Incentive Plan [Member] | Maximum [Member] | |||
Stock-Based Compensation (Details) [Line Items] | |||
Number of shares issued | 122,222 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of Activity Under the Plans | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Schedule of Activity Under the Plans [Abstract] | |
Shares Underlying Options, Outstanding at Beginning Balance | shares | 159,295 |
Weighted Average Exercise Price, Outstanding at Beginning Balance | $ / shares | $ 153.35 |
Weighted Average Remaining Contractual Term (Years), Outstanding at Beginning Balance | 6 years 6 months |
Aggregate Intrinsic Value, Outstanding at Beginning Balance | $ | $ 26,188 |
Shares Underlying Options, Outstanding at Ending Balance | shares | 157,779 |
Weighted Average Exercise Price, Outstanding at Ending Balance | $ / shares | $ 157.47 |
Weighted Average Remaining Contractual Term (Years), Outstanding at Ending Balance | 5 years 9 months 18 days |
Aggregate Intrinsic Value, Outstanding at Ending Balance | $ | |
Shares Underlying Options, Exercisable | shares | 143,325 |
Weighted Average Exercise Price, Weighted Average Exercise Price, Exercisable | $ / shares | $ 168.04 |
Weighted Average Remaining Contractual Term (Years), Exercisable | 5 years 6 months |
Aggregate Intrinsic Value, Exercisable | $ | |
Shares Underlying Options, Forfeited | shares | (1,516) |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 196.86 |
Weighted Average Remaining Contractual Term (Years), Forfeited |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense Recognized - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Stock Based Compensation Expense Recognized [Abstract] | ||||
Research and development expenses | $ 46 | $ 136 | $ 150 | $ 636 |
Selling, general and administrative expenses | 87 | 344 | 296 | 2,375 |
Total stock-based compensation | $ 133 | $ 480 | $ 446 | $ 3,011 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of Restricted Stock Activity | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Schedule of Restricted Stock Activity [Abstract] | |
Number of Shares, Unvested at Beginning Balance | shares | 10,483 |
Weighted Average Grant-Date Fair Value, Unvested at Beginning Balance | $ / shares | $ 82.02 |
Number of Shares, Vested | shares | (3,344) |
Weighted Average Grant-Date Fair Value, Vested | $ / shares | $ 104.04 |
Number of Shares, Unvested at Ending Balance | shares | 7,139 |
Weighted Average Grant-Date Fair Value, Unvested at Ending Balance | $ / shares | $ 71.68 |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Aug. 12, 2022 | Mar. 17, 2022 | Feb. 28, 2023 | Sep. 30, 2023 | |
Warrants (Details) [Line Items] | ||||
Issued Warrants | 3,333 | 96,894 | ||
Exercise price per share (in Dollars per share) | $ 120 | $ 19.3 | ||
Warrant exercised | 362,657 | |||
Purchase an aggregate of shares | 5,000 | |||
Purchase value of warrants (in Dollars) | $ 100 | $ 1 | ||
Common stock price per share (in Dollars per share) | $ 45 | $ 1 | ||
Fair value of warrant (in Dollars) | $ 200 | |||
Prepaid assets (in Dollars) | $ 100 | |||
Total fair value (in Dollars) | $ 200 | |||
F-1 Warrants and F-2 Warrants [Member] | ||||
Warrants (Details) [Line Items] | ||||
Exercise price per share (in Dollars per share) | $ 8.868 | |||
Purchase an aggregate of shares | 592,137 | |||
Series F-1 Preferred Stock [Member] | ||||
Warrants (Details) [Line Items] | ||||
Exercise price per share (in Dollars per share) | $ 8.994 | |||
Purchase an aggregate of shares | 398,379 | |||
Fair value of warrant (in Dollars) | $ 900 | |||
Series F-2 Preferred Stock [Member] | ||||
Warrants (Details) [Line Items] | ||||
Exercise price per share (in Dollars per share) | $ 9.228 | |||
Purchase an aggregate of shares | 124,948 | |||
Fair value of warrant (in Dollars) | $ 300 | |||
Senior Notes [Member] | ||||
Warrants (Details) [Line Items] | ||||
Issued Warrants | 41,667 | |||
Exercise price per share (in Dollars per share) | $ 19.3 | |||
Warrants expire | 5 years | |||
Warrants [Member] | ||||
Warrants (Details) [Line Items] | ||||
Issued Warrants | 106,764 | |||
Exercise price per share (in Dollars per share) | $ 19.3 | |||
Warrants expire | 5 years | |||
Warrant exercised | 106,764 | |||
Line of Credit [Member] | ||||
Warrants (Details) [Line Items] | ||||
Issued Warrants | 45,000 | |||
Exercise price per share (in Dollars per share) | $ 0.5 | |||
Warrants expire | 5 years | |||
Two Thousand Twenty Two Notes [Member] | ||||
Warrants (Details) [Line Items] | ||||
Issued Warrants | 362,657 | |||
Exercise price per share (in Dollars per share) | $ 19.3 | |||
Warrants expire | 5 years |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of Warrant | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Schedule of Warrant [Abstract] | |
Shares Underlying Warrants Outstanding Beginning Balance | shares | 461,066 |
Weighted Average Exercise Price Outstanding Beginning Balance | $ / shares | $ 44.88 |
Weighted Average Remaining Contractual Term (Years) Outstanding Beginning Balance | 4 years 6 months |
Aggregate Intrinsic Value Outstanding Beginning Balance | $ | |
Shares Underlying Warrants Outstanding Ending Balance | shares | 1,760,095 |
Weighted Average Exercise Price Outstanding Ending Balance | $ / shares | $ 18.96 |
Weighted Average Remaining Contractual Term (Years) Outstanding Ending Balance | 4 years 4 months 24 days |
Aggregate Intrinsic Value Outstanding Ending Balance | $ | |
Shares Underlying Warrants Issued | shares | 1,405,797 |
Weighted Average Exercise Price Issued | $ / shares | $ 11.42 |
Weighted Average Remaining Contractual Term (Years) Issued | 4 years 7 months 6 days |
Aggregate Intrinsic Value Issued | $ | |
Shares Underlying Warrants Exercised | shares | (106,768) |
Weighted Average Exercise Price Exercised | $ / shares | $ 19.2 |
Weighted Average Remaining Contractual Term (Years) Exercised | |
Aggregate Intrinsic Value Exercised | $ |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments and Contingencies (Details) [Line Items] | ||
Right-of-use assets | $ 2,336 | |
Operating lease liabilities | 700 | |
Pacific N.W. Properties, LLC [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Right-of-use assets | $ 700 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Lease Expense - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating leases: | ||||
Operating lease cost | $ 108 | $ 190 | $ 439 | $ 570 |
Variable lease cost | 25 | 17 | 74 | 33 |
Operating lease expense | $ 133 | $ 207 | $ 513 | $ 603 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of Supplemental Cash Flow Information Related to Leases - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Supplemental Cash Flow Information Related To Leases [Abstract] | ||
Operating cash flows - operating leases | $ 513 | $ 570 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 2,336 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of Assumptions Lease Payments | Sep. 30, 2023 | Sep. 30, 2022 |
Schedule of Assumptions Lease Payments [Abstract] | ||
Weighted-average remaining lease term (years) | 1 year 8 months 12 days | 3 years 6 months |
Weighted-average discount rate | 12% | 12% |
Commitments and Contingencies_6
Commitments and Contingencies (Details) - Schedule of Future Minimum Payments $ in Thousands | Sep. 30, 2023 USD ($) |
Schedule of Future Minimum Payments [Abstract] | |
Three months ended December 31, 2023 | $ 133 |
Year ended December 31, 2024 | 417 |
Year ended December 31, 2025 | 194 |
Year ended December 31, 2026 | 100 |
Year ended December 31, 2027 | 9 |
Total | 853 |
Less present value discount | (113) |
Operating lease liabilities | $ 740 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Sep. 30, 2023 | Oct. 19, 2023 | Dec. 31, 2022 | Aug. 12, 2022 | |
Subsequent Events (Details) [Line Items] | ||||
Net proceeds (in Shares) | 5,456,699 | |||
Common stock (in Dollars) | $ 7 | $ 2 | ||
Commissions and expenses (in Dollars) | $ 100 | |||
Weighted average price per share | $ 0.36 | |||
Common stock per share | $ 1 | $ 45 | ||
Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Common stock per share | $ 1 | |||
Common Stock [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Common stock (in Dollars) | $ 1,900 |