Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 25, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Information [Line Items] | |||
Entity Registrant Name | Crown Electrokinetics Corp. | ||
Entity Central Index Key | 0001761696 | ||
Entity File Number | 333-249833 | ||
Entity Tax Identification Number | 47-5423944 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 8.4 | ||
Entity Contact Personnel [Line Items] | |||
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 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (213) | ||
Local Phone Number | 600-4250 | ||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Stock, Par Value $0.0001 Per Share | ||
Trading Symbol | CRKN | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 51,702,036 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Marcum LLP |
Auditor Firm ID | 688 |
Auditor Location | Costa Mesa, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash | $ 1,059 | $ 821 | |
Prepaid and other current assets | 728 | 590 | |
Accounts receivable, net | 83 | ||
Total current assets | 1,870 | 1,411 | |
Property and equipment, net | 3,129 | 1,409 | |
Intangible assets, net | 1,382 | 1,598 | |
Right of use asset | 1,701 | 1,842 | |
Deferred debt issuance costs | 1,306 | 150 | |
Other assets | [1] | 139 | 180 |
TOTAL ASSETS | 9,527 | 6,590 | |
Current liabilities: | |||
Accounts payable | 1,500 | 865 | |
Accrued expenses | 1,190 | 621 | |
Lease liability - current portion | 655 | 574 | |
Warrant liability | 972 | ||
Notes payable at fair value | 1,654 | ||
Notes payable | 429 | 8 | |
Warranty customer liability | 2 | ||
Total current liabilities | 3,776 | 4,694 | |
Lease liability - non-current portion | 1,072 | 1,366 | |
Warranty customer liability long term | 2 | ||
Total liabilities | 4,850 | 6,060 | |
Commitments and Contingencies (Note 14) | |||
STOCKHOLDERS’ EQUITY: | |||
Preferred stock, value | |||
Common stock, par value $0.0001; 800,000,000 shares authorized; 25,744,158 and 338,033 shares outstanding as of December 31, 2023 and December 31, 2022, respectively | 7 | 2 | |
Additional paid-in capital | 121,665 | 88,533 | |
Accumulated deficit | (116,995) | (88,005) | |
Total stockholders’ equity | 4,677 | 530 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 9,527 | 6,590 | |
Series A Preferred Stock | |||
STOCKHOLDERS’ EQUITY: | |||
Preferred stock, value | |||
Series B Preferred Stock | |||
STOCKHOLDERS’ EQUITY: | |||
Preferred stock, value | |||
Series C Preferred Stock | |||
STOCKHOLDERS’ EQUITY: | |||
Preferred stock, value | |||
Series D Preferred Stock | |||
STOCKHOLDERS’ EQUITY: | |||
Preferred stock, value | |||
Series E Preferred Stock | |||
STOCKHOLDERS’ EQUITY: | |||
Preferred stock, value | |||
Series F Preferred stock | |||
STOCKHOLDERS’ EQUITY: | |||
Preferred stock, value | |||
Series F-1 Preferred Stock | |||
STOCKHOLDERS’ EQUITY: | |||
Preferred stock, value | |||
Series F-2 Preferred Stock | |||
STOCKHOLDERS’ EQUITY: | |||
Preferred stock, value | |||
[1]“Other assets” primarily includes security deposits made with respect to the Company’s lease agreements. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 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 | 25,744,158 | 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) | $ 261 | |
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) | $ 1,501 | |
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) | $ 531 | |
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 | 0 | 1,058 |
Liquidation preference (in Dollars) | $ 0 | $ 1,113 |
Preferred stock, shares issued | 0 | 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 | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
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) | $ 4,753 | $ 0 |
Preferred stock, shares issued | 4,448 | |
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) | $ 696 | $ 0 |
Preferred stock, shares issued | 653 | |
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) | $ 1,371 | $ 0 |
Preferred stock, shares issued | 1,153 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 153 | |
Cost of revenue, excluding depreciation and amortization | (886) | |
Depreciation and amortization | (733) | (503) |
Research and development | (2,231) | (4,107) |
Selling, general and administrative | (14,962) | (10,498) |
Goodwill impairment charge | (649) | |
Loss from operations | (19,308) | (15,108) |
Other income (expense): | ||
Interest expense | (9,417) | (7) |
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 | 10,458 | 1,023 |
Change in fair value of notes | (7,040) | (149) |
Change in fair value of derivative liability | 401 | |
Other expense | (1,293) | (74) |
Total other income (expense) | (9,676) | 793 |
Loss before income taxes | (28,984) | (14,315) |
Income tax expense | ||
Net loss | (28,984) | (14,315) |
Deemed dividend on Series D preferred stock | (6) | |
Net loss attributable to common stockholders | $ (29,660) | $ (14,370) |
Net loss per share attributable to common stockholders (in Dollars per share) | $ (5.46) | $ (54.12) |
Weighted average shares outstanding, basic (in Shares) | 5,429,259 | 265,502 |
Cumulative dividends on Series A preferred stock | ||
Other income (expense): | ||
Cumulative dividends | $ (19) | |
Cumulative dividends on Series B preferred stock | ||
Other income (expense): | ||
Cumulative dividends | (107) | |
Cumulative dividends on Series C preferred stock | ||
Other income (expense): | ||
Cumulative dividends | (30) | |
Cumulative dividends on Series D preferred stock | ||
Other income (expense): | ||
Cumulative dividends | (53) | (55) |
Cumulative dividends on Series F preferred stock | ||
Other income (expense): | ||
Cumulative dividends | (272) | |
Cumulative dividends on Series F-1 preferred stock | ||
Other income (expense): | ||
Cumulative dividends | (110) | |
Cumulative dividends on Series F-2 preferred stock | ||
Other income (expense): | ||
Cumulative dividends | $ (79) |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Weighted average shares outstanding, diluted | 5,429,259 | 265,502 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Series D Preferred Stock | Series E Preferred Stock | Series F Preferred Stock | Series F-1 Preferred Stock | Series F-2 Preferred 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 | ||||||||
Conversion of January Notes into Series F preferred stock in connection with Exchange Agreements | ||||||||||||
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 | 1,249 | 1,249 | ||||||||||
Issuance of common stock/At-the-market offering, net of offering costs (in Shares) | 56,136 | |||||||||||
Issuance of common stock warrants in connection with consideration payable | 86 | 86 | ||||||||||
Stock-based compensation | $ 1 | 2,404 | 2,405 | |||||||||
Stock-based compensation (in Shares) | 18,255 | |||||||||||
Net loss | (14,315) | (14,315) | ||||||||||
Balance at Dec. 31, 2022 | $ 2 | 88,533 | (88,005) | 530 | ||||||||
Balance (in Shares) at Dec. 31, 2022 | 251 | 1,443 | 500,756 | 1,058 | 338,033 | |||||||
Exercise of common stock warrants | $ 1 | 2,061 | $ 2,062 | |||||||||
Exercise of common stock warrants (in Shares) | 109,257 | 225,000 | ||||||||||
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 Series E preferred stock in connection with LOC | 4,350 | 4,350 | ||||||||||
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) | 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 | |||||||||||
Issuance of common stock/At-the-market offering, net of offering costs | $ 1 | 8,227 | 8,228 | |||||||||
Issuance of common stock/At-the-market offering, net of offering costs (in Shares) | 19,658,798 | |||||||||||
Stock-based compensation | 714 | 714 | ||||||||||
Stock-based compensation (in Shares) | 38,335 | |||||||||||
Net loss | (28,984) | (28,984) | ||||||||||
Balance at Dec. 31, 2023 | $ 7 | $ 121,665 | $ (116,995) | $ 4,677 | ||||||||
Balance (in Shares) at Dec. 31, 2023 | 251 | 1,443 | 500,756 | 0 | 4,448 | 653 | 1,153 | 25,744,158 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (28,984) | $ (14,315) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 714 | 2,405 |
Depreciation and amortization | 733 | 503 |
Loss on extinguishment of warrant liability | 504 | |
Change in fair value of warrant liability | (10,458) | (1,023) |
Change in fair value of liability | (401) | |
Gain on issuance of convertible note | (64) | |
Loss on extinguishment of debt | 2,345 | |
Change in fair value of notes | 7,040 | 149 |
Amortization of deferred debt issuance costs | 9,341 | 73 |
Amortization of right of use assets | 626 | 494 |
Other expenses | 628 | |
Impairment of Goodwill | 649 | |
Intangible asset impairment | 200 | |
Loss on lease termination | 214 | |
Loss on disposal of equipment | 144 | 52 |
Changes in operating assets and liabilities: | ||
Prepaid and other assets | 61 | 182 |
Accounts receivable | (83) | |
Accounts payable | 1,253 | 413 |
Accrued expenses | 440 | 323 |
Lease liability | (1,062) | (396) |
Net cash used in operating activities | (16,160) | (11,140) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for acquisition of Amerigen 7 | (645) | |
Purchase of equipment | (2,173) | (751) |
Purchase of patents | (61) | |
Net cash used in investing activities | (2,818) | (812) |
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 | 8,398 | 1,295 |
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) | (46) |
Proceeds from issuance of senior secured convertible notes and common stock warrants | 3,500 | |
Proceeds from issuance of Series D preferred stock and warrants, net of fees | 1,039 | |
Proceeds from issuance of Series F-1 preferred stock | 2,328 | |
Proceeds from issuance of Series F-2 preferred stock | 748 | |
Proceeds from issuance of January promissory 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 | 19,214 | 6,643 |
Net increase / decrease in cash | 238 | (5,309) |
Cash — beginning of period | 821 | 6,130 |
Cash — end of period | 1,059 | 821 |
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 | 2,165 | |
Issuance of common stock in connection with Senior Secured Notes Settlement | 1,160 | |
Issuance of common stock warrants in connection with SLOC | 223 | |
Commitment to issue shares of common stock connection with Demand Notes | 286 | |
Conversion of Senior Secured Notes into Series F preferred stock | 82 | |
Issuance of common stock warrants in connection with consideration payable | 86 | |
Acquisitions of property and equipment included in liabilities | 452 | 94 |
Right-of-use assets obtained in exchange for operating lease liabilities | 1,168 | |
Reduction of right of use asset and operating lease liability due to early lease termination | 853 | |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for interest | $ 14 | $ 7 |
Organization and Description of
Organization and Description of Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Description of Business Operations [Abstract] | |
Organization and Description of Business Operations | Note 1 – Organization and Description of Business Operations 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 in the January 2023 (See Note 4). Crown Fiber Optics Corp. is a wholly- owned subsidiary of Crown Electrokinetics Corp. Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and include all adjustments necessary for the fair presentation of its balance sheet, results of operations and cash flows for the periods presented. The accompanying consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiaries. Consolidated subsidiaries results are included from the date the subsidiary was formed or acquired. Intercompany investments, balances and transactions have been eliminated in consolidation. In our consolidated financial statements, we made the following presentation changes in 2023: ● In our consolidated statements of operations, (i) removed the financial statement line item Gross profit Cost of Revenue Depreciation and amortization These presentation changes had no impact on our previously reported results of operations and were deemed immaterial. 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 consolidated financial statements have been adjusted to reflect the effect of the Reverse Stock Split. |
Liquidity, Financial Condition,
Liquidity, Financial Condition, and Going Concern | 12 Months Ended |
Dec. 31, 2023 | |
Liquidity, Financial Condition, and Going Concern [Abstract] | |
Liquidity, Financial Condition, and Going Concern | Note 2 – Liquidity, Financial Condition, and Going Concern The Company has incurred substantial operating losses since its inception and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. As reflected in the consolidated financial statements, the Company had an accumulated deficit of approximately $117.0 million and negative working capital of approximately $1.9 million at December 31, 2023, a net loss of approximately $29.0 million, approximately $16.2 million of net cash used in operating activities, and $2.8 million of net cash used in investing activities for the year ended December 31, 2023. The Company expects to continue to incur ongoing administrative and other expenses, including public company expenses. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. The Company 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 consolidated financial statements. Risks and Uncertainties The Company is currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine, as well as Israel and Hamas. The Company’s financial condition and results of operations may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Note 3 – Basis of Presentation and Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Accounting estimates and assumptions are inherently uncertain. Significant estimates and assumptions made in the accompanying 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. In our MD&A, the Company discloses the impact of the estimated fair value of convertible notes and warrant liabilities on our consolidated results of operations, highlighting how changes in these valuations, driven by market conditions and our assumptions, significantly influence our financial performance. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Concentrations of Credit Risk and Off-balance Sheet Risk Cash are financial instruments that are potentially subject to concentrations of credit risk. The Company’s cash is deposited in accounts at large financial institutions, and amounts may exceed the standard federally insured limits totaling $250,000. The Company has no financial instruments with off-balance sheet risk of loss as of December 31, 2023 and 2022. Accounts Receivable The Company’s accounts receivable relate primarily from fiber optics purchase agreements entered with its customers. The Company performs ongoing credit evaluations of the customers’ financial condition and generally does not require collateral. The Company continuously monitors collections and payments from customers and maintain an allowance for doubtful accounts receivable based upon the collectability of the customer accounts. The Company reviews the allowance by considering certain factors such as historical experience, industry data, credit quality, age of balances and current economic conditions that may affect a customer’s ability to pay. Uncollectible receivables are written off when all efforts to collect have been exhausted and recoveries are recognized when they are recovered. The provision for credit losses was nominal as of December 31, 2023. P roperty and Equipment Property and equipment are stated at cost and depreciated over the estimated useful lives of the assets. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, generally three to ten years. Upon retirement or sale, the cost of the assets disposed of and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in other expense–net. Repair and maintenance expenditures, which are not considered improvements and do not extend the useful life of an asset, are expensed as incurred. Definite-lived Intangible Assets Intangible assets with finite lives are comprised of patents and licenses for developed technology, which are amortized on a straight-line basis over their expected useful lives, which is their contractual term or estimated useful life. Patents consist of filing and legal fees incurred, which are initially recorded at cost. Impairment of Long-lived Assets and Definite-lived intangibles The Company reviews long-lived assets (including property and equipment, lease related ROU Assets, and definite-lived intangible assets) for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability of assets is determined by first grouping the long-lived assets at the lowest level for which there are identifiable cash flows, and then comparing the carrying value of each asset group to its forecasted undiscounted cash flows. If the evaluation of the forecasted cash flows indicates that the carrying value of the assets is not recoverable, an impairment test of the asset group is performed. Impairment is recognized if the carrying amount of the asset group exceeds its fair value. For the year ended December 31, 2023, the company recorded impairment of intangible assets of $0.2 million related to the acquisition of Amerigen 7. There were no impairment charges recorded for any long-lived assets during the year ended December 31, 2022. Fair Value Measurement The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. 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 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 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. On March 23, 2022, the Company entered into an Irrevocable $10 million Standby Letter of Credit (“SLOC”). The SLOC accrues interest at a rate of 12% per annum and matures 2 years from the issuance date of the SLOC. Interest is payable quarterly. In connection with the SLOC, the Company issued a warrant for 200,000 shares of common stock with an exercise price of $2. Additionally, the Company will issue 50,000 shares of its restricted common stock with each cash draw of $1.0 million. Drawdowns are capped at a maximum of $5 million in the first six months. As of December 31, 2023, the balance remaining on the SLOC is approximately $0.1 million of which the company has agreed to a payment plan with the lender to have this paid off within the following year. Purchase Order Warrants The Company accounts for its warrants issued in connection with purchase orders in accordance with ASC 606. With respect to the warrant, the Company accounts for it as consideration payable to a customer under ASC 606, as it relates to the future purchases. The Company measured the fair value of the warrant using the Black-Scholes model on the issuance date, with the value being recognized as a prepaid asset in the consolidated balance sheets, up to the recoverable value represented by the value of the contract. 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 is typically withheld by the Customer upon payment of invoices and will be paid to the Company within one year after completion 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 is generated by the Company’s wholly-owned subsidiary, Crown Fiber Optics Corporation, and was $0.2 million for the year ended December 31, 2023. No revenue was recognized for the year ended December 31, 2022. Allowance for Current Expected Credit Losses The Company evaluates its receivables on a collective, i.e., pool, basis if they share similar risk characteristics. The Company evaluates a receivable individually if its risk characteristics are not similar to other receivables. The Company reviews it’s receivables regularly to identify any impairment indicators or changes in expected recoverability of the receivable. At each reporting date, if the Company determines expected future cash flows discounted to the current period are less than the carrying value of the asset, the Company will record impairment. The impairment will be recognized as an allowance expense that increases the receivable asset’s cumulative allowance, which reduces the net carrying value of the receivable. In a subsequent period, if there is an increase in expected future cash flows, or if the actual cash flows are greater than previously expected, the Company will reduce the previously established cumulative allowance. Amounts not expected to be collected are written off against the allowance at the time that such a determination is made. During the year ended December 31, 2023, the Company had no significant receivables that fits any of the criteria as described above. 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 December 31, 2023, which includes the film group and fiber optics group. Revenue recognized during the twelve months ended December 31, 2023 relates to the fiber optics group. Research and Development Research and development costs, including in-process research and development acquired as part of an asset acquisition for which there is no alternative future use, is expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. 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 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 11), upon a draw down, a portion of the deferred asset balance will be amortized and recognized as other income (expense) on the 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 represents the excess of the purchase price of the acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment annually at the reporting unit level on October 1st of each calendar year. Impairment loss, if any, is recognized based on a comparison of the fair value of the reporting unit to its carrying value, without consideration of any recoverability. In assessing goodwill for impairment, we first assess qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount. If we conclude it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test is performed. If we conclude that goodwill is impaired, an impairment charge is recorded to the extent that the reporting unit’s carrying value exceeds its fair value. The Company has two reporting units, which consist of the Film Group and Fiber Optics Group, during the fiscal year ended December 31, 2023. The goodwill balance of $0.7 million relates to the Amerigen7 acquisition, which entirely comprises the Fiber Optics Group reporting unit. As of December 31, 2023, all the acquired assets and assumed liabilities that relate to the original Amerigen7 acquisition have been written off and all the key employees have been terminated. Due to these key qualitative changes to the Fiber Optics Group after the acquisition, the Company has concluded that the goodwill balance associated with the Amerigen7 acquisition is fully impaired as there are no future expected cash flows from the acquired Amerigen7 business. The Company recorded a goodwill impairment charge of $0.7 million as of December 31, 2023. Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees based on a graded expense attribution over the requisite service period based on the estimated grant-date fair value of the awards. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend The Company accounts for forfeited awards as they occur. Income taxes Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. ASC Topic 740, Income Taxes, (“ASC 740”), also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position. In its consolidated financial statements, the Company utilizes an expected annual effective tax rate in determining its income tax provisions for the interim periods. That rate differs from U.S. statutory rates primarily as a result of valuation allowance related to the Company’s net operating loss carryforward as a result of the historical losses of the Company. Leases The Company accounts for its leases under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 842, Leases. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components as permitted under ASC 842. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. Comprehensive Loss Comprehensive loss is comprised of two components: net income (loss) and other comprehensive income (loss). Other comprehensive (loss) income refers to gains and losses that under U.S. GAAP are recorded as an element of stockholders’ equity but are excluded from net loss. The Company did not record any transactions within other comprehensive loss in the periods presented and, therefore, the net loss and comprehensive loss were the same for all periods presented. Net Loss per Share Attributable to Common Stockholders Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity unless inclusion of such shares would be anti-dilutive. As the Company was in a net loss position for the year ended December 31, 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. The following table presents the computation of basic and diluted net loss per common share (in thousands except share and per share amounts): Year Ended Year Ended Numerator Net loss $ (28,984 ) $ (14,315 ) Deemed dividend on Series D preferred stock (6 ) - Cumulative dividends on Series A preferred stock (19 ) - Cumulative dividends on Series B preferred stock (107 ) - Cumulative dividends on Series C preferred stock (30 ) - Cumulative dividends on Series D preferred stock (53 ) (55 ) Cumulative dividends on Series F preferred stock (272 ) - Cumulative dividends on Series F-1 preferred stock (110 ) - Cumulative dividends on Series F-2 preferred stock (79 ) - Numerator for basic and diluted net loss per share $ (29,660 ) $ (14,370 ) Denominator Weighted-average common shares outstanding 5,431,201 267,440 Less: weighted-average shares subject to repurchase (1,942 ) (1,938 ) Denominator for basic and diluted net loss per share 5,429,259 265,502 Shares used to compute pro forma net loss per share, basic and diluted Net loss per share: Basic and diluted $ (5.46 ) $ (54.12 ) Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at December 31, 2023 and 2022 are as follows: December 31, 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) 1,715,095 461,066 Warrants to purchase Series E preferred stock 750,000 - Options to purchase common stock 382,779 159,295 Unvested restricted stock units 33,010 10,483 Commitment shares 200,205 - 3,826,620 712,497 Emerging Growth Company The Company is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (JOBS Act). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Securities and Exchange Act of 1934. Accounting Pronouncements Recently Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) Leases (Topic 840) Leases (Topic 842) Land Easement Practical Expedient for Transition to Topic 842 In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options Derivatives and Hedging-Contracts in Entity’s Own Equity Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In May 2021, the FASB issued ASU 2021-04, Earnings Per Share Debt-Modifications and Extinguishments Compensation-Stock Compensation Derivatives and Hedging-Contracts in Entity’s Own Equity 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 consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commission’s Disclosure Update and Simplification Initiative. ASU 2023-06 incorporates 14 of the 27 disclosure requirements published in SEC Release No. 33-10532: Disclosure Update and Simplification into various topics within the ASC. ASU 2023-06’s amendments represent clarifications to, or technical corrections of, current requirements. For SEC registrants, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. Early adoption is prohibited. The Company does not expect the standard to have a material impact on its consolidated financial statements and disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting In December 2023, the FASB issued ASU 2023-09, Income Taxes |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Acquisitions [Abstract] | |
Acquisitions | Note 4 – 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 | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid and Other Current Assets [Abstract] | |
Prepaid and Other Current Assets | Note 5 – Prepaid and Other Current Assets Prepaid and other current assets as of December 31, 2023 and 2022 consist of the following: December 31, December 31, License fees $ 158 $ 300 General liability insurance 26 142 Legal and professional fees 53 - Prepaid rent 277 - Hudson warrant * 86 85 Other 128 63 Total $ 728 $ 590 * Fair value of warrant issued to Hudson Pacific Properties, L.P. (See Note 14) |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 6 – Fair Value Measurements The Company did not have any assets or liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2023. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2022: Fair value measured at December 31, 2022 Total Quoted Significant Significant Liabilities: Convertible notes $ 1,654 - - 1,654 Warrant liability $ 972 - - 972 For the year ended December 31, 2023, there was a change of approximately $2.6 million in Level 3 liabilities measured at fair value. There was approximately $2.6 million in Level 3 liabilities measured at fair value for the year ended December 31, 2022. 2022 Convertible Notes at Fair Value The fair value of the 2022 Notes on the issuance dates, and as of December 31, 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 consolidated financial statements. In February 2023, the Company entered into waiver agreements with holders of the 2022 Notes (See Note 11). 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 11). 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 December 31, 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 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 December 31, 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 ) (10,458 ) Balance at December 31, 2023 $ - $ - 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 year ended December 31, 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 did not recognize any loss on extinguishment of warrants during the twelve months ended December 31, 2023. February Waiver Agreement In connection with the February waiver agreement, the Company issued 96,894 warrants to purchase shares of the Company’s common stock with a fair value of $0.7 million on the issuance date. As of December 31, 2023, there were 96,894 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 December 31, 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 11), 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 December 31, 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 December 31, 2023. Series F-1 and F-2 Issuances As part of the Series F-1 and F-2 preferred stock issuances, the Company issued 523,327 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 December 31, 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 consolidated statements of operations. A summary of significant unobservable inputs (Level 3 inputs) used in measuring warrants on the issuance dates and as of December 31, 2023 and December 31, 2022 is as follows: Series F / 2022 Notes Warrants - Warrants - December 31, Date 12/31/2023 12/31/2023 12/31/2023 12/31/2023 12/31/2022 Dividend yield 0.0% 0.0% 0.0% 0.0% 0.0% Expected price volatility 55.0% 55.0% 55.0% 55.0% 48.7% Risk free interest rate 3.89% 3.92% 3.92% 3.92% 4.74% Expected term (in years) 4.5 4.1 4.0 4.1 0.8 |
Property & Equipment, Net
Property & Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property & Equipment, Net [Abstract] | |
Property & Equipment, Net | Note 7 – Property & Equipment, Net Property and equipment, net, consists of the following (in thousands): December 31, December 31, 2023 2022 Equipment $ 3,155 $ 1,457 Computers 56 52 Vehicles 395 - Furniture and Fixtures 3 - Construction-in-progress 77 - Leasehold improvements 362 362 Total 4,048 1,871 Less accumulated depreciation and amortization (919 ) (462 ) Property and equipment, net $ 3,129 $ 1,409 During the year ended December 31, 2023, depreciation expense was approximately $0.5 million, and the Company recognized a $0.5 million loss on disposal of equipment. For the year ended December 31, 2022, depreciation expense was approximately $0.3 million and the Company recognized a $0.1 million loss on disposal of equipment. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets, Net | Note 8 – Intangible Assets, Net Intangible assets, net, consists of the following (in thousands): December 31, December 31, 2023 2022 Patents $ 1,800 $ 1,800 Research license 375 375 Customer relationships 4 - Total 2,179 2,175 Less: accumulated amortization (797 ) (577 ) Intangible assets, net $ 1,382 $ 1,598 The following table represents the total estimated amortization of intangible assets for the five succeeding years and thereafter as of December 31, 2023 (in thousands): Estimated Year ended December 31, 2024 $ 235 Year ended December 31, 2025 234 Year ended December 31, 2026 197 Year ended December 31, 2027 194 Year ended December 31, 2028 195 Thereafter 327 Total $ 1,382 For the year ended December 31, 2023 and 2022, amortization expense was approximately $0.4 million and $0.2 million, respectively. |
Deferred Debt Issuance Costs
Deferred Debt Issuance Costs | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Debt Issuance Costs [Abstract] | |
Deferred Debt Issuance Costs | Note 9 – Deferred Debt Issuance Costs Deferred debt issuance costs consist of the following (in thousands): December 31, December 31, Standing letter of credit $ 150 $ 223 Equity line of credit 554 - Line of credit $ 9,943 - Total 10,647 223 Accumulated amortization (9,341 ) (73 ) Deferred debt issuance costs $ 1,306 $ 150 SLOC For the years ended December 31, 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 year ended December 31, 2023, the Company recognized amortization expense of approximately $0.1 million. 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 year ended December 31, 2023, the Company recognized amortization expense of approximately $8.9 million. During the year ended December 31, 2023, in connection with the $2.4 million drawdown and issuance of the convertible promissory notes, the Company recognized amortization expense of approximately $0.2 million. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Note 10 – Accrued Expenses As of December 31, 2023 and 2022, the Company’s accrued expenses consisted of the following (in thousands): December 31, December 31, Payroll and related expenses $ 112 - General liability insurance - 104 Taxes 51 - Bonus 1,000 510 Other expenses 27 7 Total $ 1,190 $ 621 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable [Abstract] | |
Notes Payable | Note 11 – Notes Payable 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 96,894 warrants to purchase shares of the Company’s common stock (See Note 6). 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 December 31, 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. There were no new commitment to issue shares of the company’s common stock during the year ended December 31, 2023. In May 2023, the Company entered into 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 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 Note 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 December 31, 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. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Equity [Abstract] | |
Stockholders’ Equity | Note 12 – Stockholders’ Equity Preferred Stock As of December 31, 2023 and 2022, there were 50,000,000 authorized shares of the Company’s preferred stock, par value $0.0001 . Series A Preferred Stock On January 5, 2021, the Company’s Board of Directors authorized 300 shares of Series A preferred stock with a par value of $0.0001 per share. Each preferred share of Series A preferred stock will have a stated valued of $1,000 per share. From and after the second anniversary the holders of the Series A preferred stock shall be entitled to receive, quarterly cumulative dividends or distributions at the annual rate of 8% of the stated value per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A preferred stock). Such dividend shall be paid in cash or at the direction of the Company’s Board of Directors, in duly authorized, validly issued, fully paid and non-assessable shares of common stock, or a combination thereof. All declared but unpaid dividends on shares of Series A preferred stock shall increase the stated value of such shares, but when such dividends are actually paid any such increase in the stated value shall be rescinded. The holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series A preferred stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the Company’s common stock or other junior securities. The Series A preferred stock has no voting rights. Each share of Series A preferred stock shall be convertible, at any time and from time to time from and after the original issue date at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such shares of Series A preferred stock by the conversion price. The conversion price for the Series A preferred stock shall equal $1.3329, subject to adjustment. As of December 31, 2023 and 2022, 251 shares of Series A preferred stock are outstanding. Series B Preferred Stock On January 22, 2021, the Company’s Board of Directors authorized 1,500 shares of Series B preferred stock with a par value of $0.0001 per share. Each preferred share of Series B preferred stock will have a stated valued of $1,000 per share. From and after the second anniversary the holders of the Series B preferred stock shall be entitled to receive, quarterly cumulative dividends or distributions at the annual rate of 8% of the stated value per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B preferred stock). Such dividend shall be paid in cash or at the direction of the Company’s Board of Directors, in duly authorized, validly issued, fully paid and non-assessable shares of common stock, or a combination thereof. All declared but unpaid dividends on shares of Series B preferred stock shall increase the stated value of such shares, but when such dividends are actually paid any such increase in the stated value shall be rescinded. The holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series B preferred stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the Company’s common stock or other junior securities. The Series B preferred stock has no voting rights. Each share of Series B preferred stock shall be convertible, at any time and from time to time from and after the original issue date at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such shares of Series B preferred stock by the conversion price. The conversion price for the Series B preferred stock shall equal $0.7149, subject to adjustment. As of December 31, 2023 and 2022, 1,443 shares of Series B preferred stock are outstanding. Series C Preferred Stock On February 19, 2021, the Company’s Board of Directors authorized 600,000 shares of Series C preferred stock with a par value of $0.0001 per share. Each preferred share of Series C preferred stock will have a stated valued of $1.00 per share. From and after the second anniversary the holders of the Series C preferred stock shall be entitled to receive, quarterly cumulative dividends or distributions at the annual rate of 8% of the stated value per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series C preferred stock). Such dividend shall be paid in cash or at the direction of the Company’s Board of Directors, in duly authorized, validly issued, fully paid and non-assessable shares of common stock, or a combination thereof. All declared but unpaid dividends on shares of Series C preferred stock shall increase the stated value of such shares, but when such dividends are actually paid any such increase in the stated value shall be rescinded. The holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series C preferred stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the Company’s common stock or other junior securities. The Series C preferred stock has no voting rights. Each share of Series C preferred stock shall be convertible, at any time and from time to time from and after the original issue date at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such shares of Series C preferred stock by the conversion price. The conversion price for the Series C preferred stock shall equal $0.893, subject to adjustment. As of December 31, 2023 and 2022, 500,756 shares of Series C preferred stock are outstanding. Series D Preferred Stock On July 8, 2022, the Company’s Board of Directors authorized 7,000 shares of Series D preferred stock with a par value of $0.0001 per share. Each preferred share of Series D preferred stock has a stated valued of $1,000 per share, is convertible into shares of the Company’s common stock at an initial conversion price of $1.30 per share, and is entitled to a dividend of 12% per annum. The cumulative dividends shall be paid in common stock based on the conversion price in effect on the applicable conversion date. All accrued but unpaid dividends on shares of Series D preferred stock shall increase the stated value of such shares. The Company may redeem all, but not less than all, of the Series D preferred stock for cash, at a price per share of Series D preferred stock equal to 125% of the stated value. The Series D preferred stock has no voting rights. In July 2022, the Company issued 1,058 shares of Series D preferred stock for approximately $1.1 million, which was included on the consolidated balance sheet in shares liability as of June 30, 2022, as the proceeds were received by the Company in June 2022, prior to issuance of the shares. As of December 31, 2023, no shares of Series D preferred stock are issued and outstanding. In connection with the issuance of the 1,058 shares of Series D preferred stock, the Company issued 814,102 equity-classified warrants to purchase shares of the Company’s common stock with an exercise price of $1.30 per share. The proceeds from the Series D preferred stock were allocated between the warrants and the Series D preferred stock based on their relative fair values. The Company entered into a Registration Rights Agreement (“RRA”) with the holders of the Series D preferred stock, whereby the Company was to use its best efforts to file a registration statement registering the resale of the shares of common stock issuable upon conversion of the Series D preferred stock and upon exercise of the warrants within thirty (30) calendar days following the closing of the Series D preferred stock offering. The Company was to use its best efforts to have the registration statement declared “effective” within ninety (90) calendar days from closing, or one hundred and twenty (120) from closing in the event the registration statement is reviewed by the SEC. If the Company fails to meet these requirements, the RRA states that the Company shall pay to each holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate subscription amount paid by such holder pursuant to the purchase agreement, up to an aggregate of 10% of the aggregate subscription amount paid by such holder pursuant to the purchase agreement for all such liquidated damages. Using the guidance provided by ASC 825-20 Financial Instruments, the Company determined that the RRA should be accounted for as a separate unit of account from the Series D preferred stock. Accordingly, under ASC 825-20, a financial instrument that is both within the scope of ASC 825-20 and subject to a registration payment arrangement shall be recognized and measured in accordance with ASC 825-20 without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. The RRA called for the Company to file a registration statement by August 25, 2022 and declare it effective within 90 days of July 26, 2022. The Company filed its registration statement on November 17, 2022, and the holders of the Series D preferred stock waived the related registration rights penalty of approximately $2,400. The Series D preferred stock and warrants sold were not registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. The holders of Series D preferred stock are “accredited investors” as such term is defined in Regulation D promulgated under the Securities Act. As of December 31, 2023 and December 31, 2022, zero and 1,058 shares of Series D preferred stock were issued and outstanding. 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 December 31, 2023, following Series E preferred stock conversions, zero shares of Series E preferred stock are issued and outstanding. There were no shares of Series E preferred stock issued and outstanding as of December 31, 2022. 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 December 31, 2023 and 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 December 31, 2023 and 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 December 31, 2023 and December 31, 2022, 1,153 and zero Common Stock Authorized Shares As of December 31, 2023, there were 800,000,000 shares of the Company’s authorized shares of common stock. Warrant Exercises During the year ended December 31, 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 year ended December 31, 2023, the Company issued 2,493 shares of its common stock in connection with the exercise of 2,778 penny warrants. Public Offering On July 19, 2022, the Company entered into an underwriting agreement relating to the Company’s public offering of its common stock, par value $0.0001 per share. The Company agreed to sell 1,250,000 shares of its common stock to the underwriters, at a purchase price per share of $0.744 (the offering price to the public of $0.80 per share minus the underwriters’ discount), pursuant to the Company’s registration statement on Form S-3 (File No. 333-262122), under the Securities Act of 1933, as amended. The Company has also granted to the underwriters a 30-day option to purchase up to 187,500 additional shares of common stock to cover over-allotments. On July 22, 2022, the Company received net proceeds of $0.9 million, net of underwriter fees and commissions of approximately $0.1 million, and offering costs of $0.1 million. In connection with the Company’s public offering, the Company issued a warrant to the underwriters to purchase 62,500 shares of its common stock. The warrant may be exercised beginning on the date that is 180 days after July 22, 2022 until July 19, 2027. The exercise price of the warrant is $0.80 per share. At-the-Market Offering As of December 31, 2023, the Company has received net proceeds on sales of 19,658,733 shares of common stock under the at-the-market offering of approximately $8.2 million after deducting $0.3 million in commissions and expenses. The weighted-average price of the common stocks were $0.44 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 was to issue additional shares of common stock as the additional commitment shares. The Lender has agreed to extend these terms and for Crown to deliver the additional commitment shares by the end of Q2 2024. 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 consolidated statement of operations. The change in fair value of liability issued was approximately $0.4 million during the year ended December 31, 2023. As of December 31, 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 | 12 Months Ended |
Dec. 31, 2023 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | Note 13 – Stock-Based Compensation On December 22, 2022, the Company adopted its 2022 Long-Term Incentive Plan (the “2022 Plan”). Under the 2022 Plan, there are 4,200,000 shares of the Company’s common stock available for issuance and the 2022 Plan has a termination date of October 31, 2032. The available shares in the 2022 Plan will automatically increase on the first trading day in January of each calendar year during the term of 2022 Plan, commencing with January 2023, by such number of shares of common stock as are necessary so that the total number of shares reserved for issuance under the 2022 Plan shall be equal to 19.9% of the total number of outstanding shares of common stock, determined on a fully diluted basis as of the applicable trading date (the “Stipulated Percentage”); (b) our Board of Directors may act prior to January 1st of a given calendar year to provide that (i) there will be no such automatic annual increase in the number of shares reserved for issuance under the 2022 Plan or (ii) the increase in the number of shares for such calendar year will be a lesser number of shares than necessary to maintain the Stipulated Percentage of shares reserved for issuance under the 2022 Plan; and (c) unless an increase in shares reserved for issuance under the 2022 Plan in excess of the Initial Share Limit has been approved by our shareholders, the maximum number of shares of common stock that may be delivered pursuant to incentive stock options shall not exceed the Initial Share Limit or, if greater, the number of shares of common stock subsequently approved by the requisite vote of our shareholders entitled to vote thereon. On December 16, 2020, the Company adopted its 2020 Long-Term Incentive Plan (the “2020 Plan”). Under the 2020 Plan, there are 5,333,333 shares of the Company’s common stock available for issuance and the 2020 Plan has a term of 10 years. The available shares in the 2020 Plan will automatically increase on the first trading day in January of each calendar year during the term of this Plan, commencing with January 2021, by an amount equal to the lesser of (i) five percent (5%) of the total number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year, (ii) 1,000,000 shares of common stock or (iii) such number of shares of common stock as may be established by the Company’s Board of Directors. The Company grants equity-based compensation under its 2020 Plan and its 2016 Equity Incentive Plan (the “2016 Plan”). The 2020 Plan and 2016 Plan allows the Company to grant incentive and nonqualified stock options, and shares of restricted stock to its employees, directors and consultants. On June 14, 2019, the Board of Directors of the Company approved increasing the number of shares allocated to the Company’s 2016 Equity Incentive Plan from 5,500,000 to 7,333,333. Under the 2016 Plan and the 2020 Plan, upon the exercise of stock options and issuance of fully vested restricted common stock, shares of common stock may be withheld to satisfy tax withholdings. The Company intends to net settle certain employee options to ensure adequate authorized shares under the Incentive Plan. Stock-based compensation: The Company recognized total expenses for stock-based compensation during the year ended December 31, 2023 and the year ended December 31, 2022, which are included in the accompanying statements of operations, as follows (in thousands): Year Ended Year Ended 2023 2022 Research and development expenses $ 178 $ 508 Selling, general and administrative expenses 536 1,897 Total stock-based compensation $ 714 $ 2,405 As of December 31, 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 1.2 years. Restricted stock units: A summary of the Company’s restricted stock activity during the year ended December 31, 2023 is as follows: Number of Weighted Average Unvested at December 31, 2022 10,483 $ 138 Granted 1,992,345 $ 0.25 Vested (305,924 ) $ 2.34 Unvested at December 31, 2023 1,696,904 $ 0.38 During the year ended December 31, 2023, the Company granted 1,992,345 restricted stock units (“RSUs”) to employees and members of its board of directors with a fair value of approximately $0.5 million vested over the service period. During the year ended December 31, 2022, the Company granted 676,350 restricted stock units (“RSUs”) to employees and members of its board of directors with a fair value of approximately $0.9 million. Included in the RSUs granted during 2022, 33,332 RSUs were exchanged for 33,332 cancelled stock options. The cancellation of the stock options and the issuance of the RSUs was accounted for as a modification of the equity awards, and during the year ended December 31, 2022, the Company recognized incremental stock-based compensation of $0.1 million. During the year ended December 31, 2022, the Company accelerated the vesting of 423,779 RSUs. The accelerated vesting was accounted for as a modification of the equity awards, and during the year ended December 31, 2022 the Company reversed $0.4 million of stock-based compensation related to the incremental fair value of the awards. During the year ended December 31, 2023, the Company recognized stock-based compensation of approximately $0.5 million, related to restricted stock. As of December 31, 2023, unrecognized stock-based compensation totaled approximately $0.3 million, which is expected to be recognized over a weighted-average period of 0.6 years. Stock Options: The Company provides stock-based compensation to employees, directors and consultants under both the 2016 and 2020 Plans. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The risk-free interest rate is determined by referencing the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. During the year ended December 31, 2023, the Company granted 225,000 options to purchase shares of the Company’s common stock to members of the Company’s Board of Directors, employees and consultants. The options have a fair value of approximately $38,000. The following was used in determining the fair value of stock options granted during the year ended December 31, 2023 and December 31, 2022. Year Ended Year Ended 2023 2022 Dividend yield 0% 0% Expected price volatility 83.6% - 107.3% 88.8% - 91.7% Risk free interest rate 4.3% - 4.8% 3.25% - 3.96% Expected term 5.8 years 5.0 - 7.0 years A summary of activity under the 2016 and 2020 Plans for the year ended December 31, 2023 is as follows: Shares Weighted Weighted Aggregate Outstanding at December 31, 2022 159,295 $ 158.40 6.50 $ 26,188 Granted 225,000 0.23 9.87 Forfeited (1,516 ) 196.86 - Outstanding at December 31, 2023 382,779 65.04 8.10 - Exercisable at December 31, 2023 156,522 155.36 5.59 - During the year ended December 31, 2023, the Company recognized stock-based compensation of approximately $0.2 million related to stock options. As of December 31, 2023, unrecognized stock-based compensation totaled approximately $0.1 million, which is expected to be recognized over a weighted-average period of 1.2 years. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants [Abstract] | |
Warrants | Note 14 – Warrants A summary of the Company’s warrant (excluding penny warrants) activity during the years ended December 31, 2023 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 and Exercisable at December 31, 2023 1,760,095 $ 18.96 4.4 $ - Liability Classified Warrants Senior Secured Note During the year ended December 31, 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 Line of Credit During the year ended December 31, 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 11). The warrants expire 5 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 year ended December 31, 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 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 $8.87 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 $8.99 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 $9.23 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 year ended December 31, 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 December 31, 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 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, 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 9). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | Note 15 – Income Taxes For the years ended December 31, 2023 and December 31, 2022, the Company did not record a provision for income taxes due to the recognition of a full valuation allowance. The Company recognizes federal, and state deferred tax assets or liabilities based on the Company’s estimate of future tax effects attributable to temporary differences and carryovers. The Company records a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and judgment, are not expected to be realized. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. The Company considers projected future taxable income and planning strategies in making this assessment. As of December 31, 2023, as a result of a three-year cumulative loss and lack of sufficient positive evidence, we concluded that a full valuation allowance was necessary to offset our deferred tax assets. We intend to maintain a valuation allowance until sufficient positive evidence exists to support its reversal. The Company will continue to evaluate its deferred tax balances to determine any assets that are more likely than not to be realized. During the year ended December 31, 2023, the valuation allowance increased by $6.4 million, primarily due to the increase in net operating loss carryforwards. At December 31, 2023 and December 31, 2022, the tax effects of the temporary differences and carryovers that give rise to deferred tax assets consisted of the following (in thousands): December 31, December 31, 2023 2022 Net operating loss carryforwards $ 14,539 $ 8,438 Equity based compensation 729 923 Amortization 227 25 Lease liability 392 409 Capitalized research costs 968 707 Accruals and other temporary differences 168 78 Gross Deferred Tax Assets 17,023 10,580 Depreciation (105 ) (46 ) Right of use asset (386 ) (388 ) Accruals and other temporary differences - - Less Valuation Allowance (16,532 ) (10,146 ) Net Deferred Taxes $ - $ - As of December 31, 2023, the Company has net operating loss carryforwards of approximately $58.9 million and $44.3 million available to reduce future taxable income, if any, for Federal and State income tax purposes, respectively. Approximately $26 thousand of Federal net operating losses can be carried forward to future years and expire in 2037. The Federal net operating loss generated during the years ended after December 31, 2017, of approximately $58.8 million can be carried forward indefinitely but is limited to offsetting only 80% of taxable income each year. The utilization of our net operating loss carryforwards and research tax credit carryovers could be subject to annual limitations under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state tax provisions, due to ownership change limitations that may have occurred previously or that could occur in the future. These ownership changes limit the amount of net operating loss carryforwards and other deferred tax assets that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percent points over a three-year period. The Company has not conducted an analysis of an ownership change under section 382. To the extent that a study is completed, and an ownership change is deemed to occur, the Company’s net operating losses and tax credits could be limited. A reconciliation of the statutory income tax rates and the Company’s effective tax rate for the years ended December 31, 2023 and December 31, 2022 are as follows: Year ended Year ended December 31, December 31, 2023 2022 Tax provision at statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 1.7 % 0.1 % Permanent items (0.9 )% (0.2 )% Stock-based compensation - % (4.0 )% Change in fair value of warrant liability - % 1.5 % Deferred tax true-up / return to provision 0.3 % (4.6 )% Tax reform rate change - % - % Increase (decrease) in valuation allowance (22.0 )% (13.8 )% Income taxes provision (benefit) - % - % On December 31, 2023, and December 31, 2022, the Company did not have any significant uncertain tax positions. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2023, and December 31, 2022, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations. The Company does not anticipate a material change to unrecognized tax benefits in the next twelve months. The Company’s tax years from 2020 remain open for examination by the Federal and state taxing authorities. In addition, to the extent that the Company’s tax attributes are utilized in future years to offset income or income taxes, those years which generated the tax attributes are open since the Company’s inception. The Company is not aware of any examinations that are currently taking place by taxing authorities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 16 – Commitments and Contingencies Leases Under Crown Electrokinetics Division Oregon State University Since March 8, 2016, the Company has entered into a lease agreement with Oregon State University, to lease 1,700 square feet of office and laboratory space located at HP Campus Building 11, 1110 NE Circle Blvd, Corvallis, Oregon. On January 20, 2023, the Company entered into the ninth amendment which reduces the amount of cubicle space from 768 square feet to 288 square feet. Effective January 20, 2023 the quarterly operating expense will be $41,323 covering all utility and facility tooling costs. The sublease expires June 30, 2025. Hudson 11601 Wilshire, LLC Since March 4, 2021, the Company has entered into a lease agreement with Hudson 11601 Wilshire, LLC, to lease 3,500 square feet of office space located in Los Angeles, California. The lease term is 39 months and expires on June 30, 2024. HP Inc. Since May 4, 2021, the Company has entered into a lease agreement with HP Inc., to lease 3,694 square feet of office and laboratory space at HP Campus Building 10, located at 1110 NE Circle Blvd, Corvallis, Oregon. On January 26, 2022, the Company amended the lease commencement date to January 26, 2022. The lease term is 60 months and expires on January 31, 2027. The Company may extend for one additional 60 months period, which is not reasonably certain of being exercised. Pacific N.W. Properties, LLC Since October 5, 2021, the Company has entered into a lease agreement with Pacific N.W. Properties, LLC to lease 26,963 square feet of warehouse, manufacturing, production, and office space located in Salem Oregon. The lease commencement date is December 9, 2021 and expires on February 28, 2027. During the second quarter of 2023, the Company determined that it no longer desired to occupy the premises. The Company and the Lessor entered into the Lease Termination Agreement on April 7, 2023. The Lease Termination Agreement set forth a termination fee of $0.1 million as well as required the forfeiture of the security deposit of $0.2 million from the original lease agreement. The Company was required to vacate by April 30, 2023 as well as cover all utilities through that day. In the second quarter of 2023, the Company recorded a gain of $0.1 million for the difference between lease liability and right-of-use asset, loss of $0.1 million in payment of termination penalty, and a loss of $0.2 million of the original security deposit related to the termination agreement. Leases Under Crown Fiber Optics Division Burnham 182, LLC On October 16, 2023, the Company entered into a lease agreement with Burnham 182, LLC, to lease 40,524 square feet of vacant land, including a 1,225 square foot Quonset hut and mobile office, located in Mesa, Arizona. This lease provides yard space with which to store equipment for the Fiber business in Phoenix. The lease term is 36 months and expires on October 31, 2026. The monthly lease expense is as follows: ● Months 1-12 - $9,321 ● Months 13-24 - $9,726 ● Months 25-36 - $10,131 The Company paid a security deposit totaling $31,450 at lease inception date. NFS Leasing, Inc. On October 31, 2023, we entered into a lease agreement with NFS Leasing, Inc. to lease certain equipment. The equipment will be physically located at a property which is owned and operated by Burnham 182, LLC located in Mesa, AZ. The lease term is 48 months, and the lease commencement date is November 30, 2023. The monthly lease expense is $23,060. We will pay a security deposit totaling $23,060. We have the option to purchase the equipment at fair market value, not to exceed 25% of the total sale price or extend the monthly payments on a month-to-month basis or for a fixed term at a mutually agreed to price and term, upon the expiration of the lease. The components of consolidated lease expense were as follows (in thousands): Year Ended Year Ended Operating leases: Operating lease cost $ 580 $ 760 Variable lease cost 100 50 Operating lease expense $ 680 $ 810 Supplemental cash flow information related to the leases were as follows: Year Ended Year Ended Operating cash flows - operating leases $ 686 $ 719 Right-of-use assets obtained in exchange for operating lease liabilities $ 1,168 $ 2,336 Weighted-average remaining lease term – operating leases (in years) 2.8 3.3 Weighted-average discount rate – operating leases 12.0 % 12.0 % As of December 31, 2023, future minimum payments are as follows (in thousands): Operating Year ended December 31, 2024 $ 655 Year ended December 31, 2025 578 Year ended December 31, 2026 478 Year ended December 31, 2027 240 Year ended December 31, 2028, and thereafter - Total 1,951 Less present value discount (224 ) Operating lease liabilities $ 1,727 During the year ended December 31, 2023 and 2022, the Company recognized rent expense of approximately $0.7 million and $0.8 million, respectively. As of December 31, 2023, the Company had operating lease liabilities of approximately $1.7 million and right-of-use assets of approximately $1.7 million, which are included in the consolidated balance sheet. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 17 – Segment Reporting Crown Electrokinetics Corp. operates in two segments: the Electrokinetic Film Technology division and the Fiber Optics division. Electrokinetic Film Technology Division: Fiber Optics Division: Our CODM does not evaluate operating segments using asset or liability information. The following table presents a comparative summary of the Company’s revenues and gross profit (loss) by reportable segment for the periods presented (in thousands): Year Ended Year Ended Segment Revenue Film $ - $ - Fiber Optics (a) 153 - Total Revenue 153 - (a) The fiber optics segment commenced operations in 2023, and as such segment information did not exist as of December 31, 2022. Operations by reportable segment for the year ended December 31, 2023, are as follows (in thousands): Year ended December 31, 2023 Film Fiber Optics Corporate and Other (a) Total Total Revenue $ - $ 153 $ - $ 153 Cost of revenue, excluding depreciation and amortization - (886 ) - (886 ) Gross profit (loss) - (733 ) - (733 ) Depreciation and amortization (377 ) (356 ) - (733 ) Research and development (2,231 ) - - (2,231 ) Selling, general and administrative - (4,066 ) (10,896 ) (14,962 ) Goodwill impairment charge - (649 ) - (649 ) Loss from operations (2,608 ) (5,804 ) (10,896 ) (19,308 ) Other income (expense): Interest expense - (14 ) (9,403 ) (9,417 ) Loss on extinguishment of warrant liability - - (504 ) (504 ) Loss on extinguishment of debt - - (2,345 ) (2,345 ) Gain on issuance of convertible notes - - 64 64 Change in fair value of warrants - - 10,458 10,458 Change in fair value of notes - - (7,040 ) (7,040 ) Change in fair value of derivative liability - - 401 401 Other expense - - (1,293 ) (1,293 ) Total other income (expense) - (14 ) (9,662 ) (9,676 ) Loss before income taxes $ (2,608 ) $ (5,818 ) $ (20,558 ) $ (28,984 ) (a) The Corporate and Other are expenses that are not currently allocated between our film and fiber divisions. The following table presents long-lived assets by segment (in thousands): Year Ended Year Ended Film Segment $ 4,372 $ 5,000 Fiber Optics Segment $ 3,146 $ - Other assets (a) $ 139 $ 180 (a) “Other assets” primarily includes security deposits made with respect to the Company’s lease agreements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18 – Subsequent Events In the first quarter of 2024, as part of its strategy to improve liquidity and support continuous operations, the Company drew upon its equity line of credit (ELOC) agreement to issue and sell shares. Through this action, the Company issued 18,676,377 shares of common stock, resulting in gross proceeds of approximately $1.4 million. After accounting for commissions and expenses totaling $0.1 million, the net proceeds from these transactions amounted to approximately $1.3 million. These shares were issued at a weighted average price of $0.09 per share. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (28,984) | $ (14,315) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Accounting estimates and assumptions are inherently uncertain. Significant estimates and assumptions made in the accompanying 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. In our MD&A, the Company discloses the impact of the estimated fair value of convertible notes and warrant liabilities on our consolidated results of operations, highlighting how changes in these valuations, driven by market conditions and our assumptions, significantly influence our financial performance. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Concentrations of Credit Risk and Off-balance Sheet Risk | Concentrations of Credit Risk and Off-balance Sheet Risk Cash are financial instruments that are potentially subject to concentrations of credit risk. The Company’s cash is deposited in accounts at large financial institutions, and amounts may exceed the standard federally insured limits totaling $250,000. The Company has no financial instruments with off-balance sheet risk of loss as of December 31, 2023 and 2022. |
Accounts Receivable | Accounts Receivable The Company’s accounts receivable relate primarily from fiber optics purchase agreements entered with its customers. The Company performs ongoing credit evaluations of the customers’ financial condition and generally does not require collateral. The Company continuously monitors collections and payments from customers and maintain an allowance for doubtful accounts receivable based upon the collectability of the customer accounts. The Company reviews the allowance by considering certain factors such as historical experience, industry data, credit quality, age of balances and current economic conditions that may affect a customer’s ability to pay. Uncollectible receivables are written off when all efforts to collect have been exhausted and recoveries are recognized when they are recovered. The provision for credit losses was nominal as of December 31, 2023. |
Property and Equipment | P roperty and Equipment Property and equipment are stated at cost and depreciated over the estimated useful lives of the assets. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, generally three to ten years. Upon retirement or sale, the cost of the assets disposed of and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in other expense–net. Repair and maintenance expenditures, which are not considered improvements and do not extend the useful life of an asset, are expensed as incurred. |
Definite-lived Intangible Assets | Definite-lived Intangible Assets Intangible assets with finite lives are comprised of patents and licenses for developed technology, which are amortized on a straight-line basis over their expected useful lives, which is their contractual term or estimated useful life. Patents consist of filing and legal fees incurred, which are initially recorded at cost. |
Impairment of Long-lived Assets and Definite-lived intangibles | Impairment of Long-lived Assets and Definite-lived intangibles The Company reviews long-lived assets (including property and equipment, lease related ROU Assets, and definite-lived intangible assets) for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability of assets is determined by first grouping the long-lived assets at the lowest level for which there are identifiable cash flows, and then comparing the carrying value of each asset group to its forecasted undiscounted cash flows. If the evaluation of the forecasted cash flows indicates that the carrying value of the assets is not recoverable, an impairment test of the asset group is performed. Impairment is recognized if the carrying amount of the asset group exceeds its fair value. For the year ended December 31, 2023, the company recorded impairment of intangible assets of $0.2 million related to the acquisition of Amerigen 7. There were no impairment charges recorded for any long-lived assets during the year ended December 31, 2022. |
Fair Value Measurement | Fair Value Measurement The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. |
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 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 consolidated statements of operations. The fair value of the warrants issued by the Company was estimated using the Black-Scholes model. |
SLOC | 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. On March 23, 2022, the Company entered into an Irrevocable $10 million Standby Letter of Credit (“SLOC”). The SLOC accrues interest at a rate of 12% per annum and matures 2 years from the issuance date of the SLOC. Interest is payable quarterly. In connection with the SLOC, the Company issued a warrant for 200,000 shares of common stock with an exercise price of $2. Additionally, the Company will issue 50,000 shares of its restricted common stock with each cash draw of $1.0 million. Drawdowns are capped at a maximum of $5 million in the first six months. As of December 31, 2023, the balance remaining on the SLOC is approximately $0.1 million of which the company has agreed to a payment plan with the lender to have this paid off within the following year. |
Purchase Order Warrants | Purchase Order Warrants The Company accounts for its warrants issued in connection with purchase orders in accordance with ASC 606. With respect to the warrant, the Company accounts for it as consideration payable to a customer under ASC 606, as it relates to the future purchases. The Company measured the fair value of the warrant using the Black-Scholes model on the issuance date, with the value being recognized as a prepaid asset in the consolidated balance sheets, up to the recoverable value represented by the value of the contract. |
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 is typically withheld by the Customer upon payment of invoices and will be paid to the Company within one year after completion 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 is generated by the Company’s wholly-owned subsidiary, Crown Fiber Optics Corporation, and was $0.2 million for the year ended December 31, 2023. No revenue was recognized for the year ended December 31, 2022. |
Allowance for Current Expected Credit Losses | Allowance for Current Expected Credit Losses The Company evaluates its receivables on a collective, i.e., pool, basis if they share similar risk characteristics. The Company evaluates a receivable individually if its risk characteristics are not similar to other receivables. The Company reviews it’s receivables regularly to identify any impairment indicators or changes in expected recoverability of the receivable. At each reporting date, if the Company determines expected future cash flows discounted to the current period are less than the carrying value of the asset, the Company will record impairment. The impairment will be recognized as an allowance expense that increases the receivable asset’s cumulative allowance, which reduces the net carrying value of the receivable. In a subsequent period, if there is an increase in expected future cash flows, or if the actual cash flows are greater than previously expected, the Company will reduce the previously established cumulative allowance. Amounts not expected to be collected are written off against the allowance at the time that such a determination is made. During the year ended December 31, 2023, the Company had no significant receivables that fits any of the criteria as described above. |
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 December 31, 2023, which includes the film group and fiber optics group. Revenue recognized during the twelve months ended December 31, 2023 relates to the fiber optics group. |
Research and Development | Research and Development Research and development costs, including in-process research and development acquired as part of an asset acquisition for which there is no alternative future use, is expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. |
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 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 11), upon a draw down, a portion of the deferred asset balance will be amortized and recognized as other income (expense) on the 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 Goodwill represents the excess of the purchase price of the acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment annually at the reporting unit level on October 1st of each calendar year. Impairment loss, if any, is recognized based on a comparison of the fair value of the reporting unit to its carrying value, without consideration of any recoverability. In assessing goodwill for impairment, we first assess qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount. If we conclude it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test is performed. If we conclude that goodwill is impaired, an impairment charge is recorded to the extent that the reporting unit’s carrying value exceeds its fair value. The Company has two reporting units, which consist of the Film Group and Fiber Optics Group, during the fiscal year ended December 31, 2023. The goodwill balance of $0.7 million relates to the Amerigen7 acquisition, which entirely comprises the Fiber Optics Group reporting unit. As of December 31, 2023, all the acquired assets and assumed liabilities that relate to the original Amerigen7 acquisition have been written off and all the key employees have been terminated. Due to these key qualitative changes to the Fiber Optics Group after the acquisition, the Company has concluded that the goodwill balance associated with the Amerigen7 acquisition is fully impaired as there are no future expected cash flows from the acquired Amerigen7 business. The Company recorded a goodwill impairment charge of $0.7 million as of December 31, 2023. |
Stock-Based Compensation | Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees based on a graded expense attribution over the requisite service period based on the estimated grant-date fair value of the awards. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend The Company accounts for forfeited awards as they occur. |
Income taxes | Income taxes Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. ASC Topic 740, Income Taxes, (“ASC 740”), also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position. In its consolidated financial statements, the Company utilizes an expected annual effective tax rate in determining its income tax provisions for the interim periods. That rate differs from U.S. statutory rates primarily as a result of valuation allowance related to the Company’s net operating loss carryforward as a result of the historical losses of the Company. |
Leases | Leases The Company accounts for its leases under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 842, Leases. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components as permitted under ASC 842. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is comprised of two components: net income (loss) and other comprehensive income (loss). Other comprehensive (loss) income refers to gains and losses that under U.S. GAAP are recorded as an element of stockholders’ equity but are excluded from net loss. The Company did not record any transactions within other comprehensive loss in the periods presented and, therefore, the net loss and comprehensive loss were the same for all periods presented. |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity unless inclusion of such shares would be anti-dilutive. As the Company was in a net loss position for the year ended December 31, 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. The following table presents the computation of basic and diluted net loss per common share (in thousands except share and per share amounts): Year Ended Year Ended Numerator Net loss $ (28,984 ) $ (14,315 ) Deemed dividend on Series D preferred stock (6 ) - Cumulative dividends on Series A preferred stock (19 ) - Cumulative dividends on Series B preferred stock (107 ) - Cumulative dividends on Series C preferred stock (30 ) - Cumulative dividends on Series D preferred stock (53 ) (55 ) Cumulative dividends on Series F preferred stock (272 ) - Cumulative dividends on Series F-1 preferred stock (110 ) - Cumulative dividends on Series F-2 preferred stock (79 ) - Numerator for basic and diluted net loss per share $ (29,660 ) $ (14,370 ) Denominator Weighted-average common shares outstanding 5,431,201 267,440 Less: weighted-average shares subject to repurchase (1,942 ) (1,938 ) Denominator for basic and diluted net loss per share 5,429,259 265,502 Shares used to compute pro forma net loss per share, basic and diluted Net loss per share: Basic and diluted $ (5.46 ) $ (54.12 ) Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at December 31, 2023 and 2022 are as follows: December 31, 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) 1,715,095 461,066 Warrants to purchase Series E preferred stock 750,000 - Options to purchase common stock 382,779 159,295 Unvested restricted stock units 33,010 10,483 Commitment shares 200,205 - 3,826,620 712,497 |
Emerging Growth Company | Emerging Growth Company The Company is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (JOBS Act). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Securities and Exchange Act of 1934. |
Accounting Pronouncements Recently Adopted | Accounting Pronouncements Recently Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) Leases (Topic 840) Leases (Topic 842) Land Easement Practical Expedient for Transition to Topic 842 In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options Derivatives and Hedging-Contracts in Entity’s Own Equity Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In May 2021, the FASB issued ASU 2021-04, Earnings Per Share Debt-Modifications and Extinguishments Compensation-Stock Compensation Derivatives and Hedging-Contracts in Entity’s Own Equity 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 consolidated financial statements. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commission’s Disclosure Update and Simplification Initiative. ASU 2023-06 incorporates 14 of the 27 disclosure requirements published in SEC Release No. 33-10532: Disclosure Update and Simplification into various topics within the ASC. ASU 2023-06’s amendments represent clarifications to, or technical corrections of, current requirements. For SEC registrants, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. Early adoption is prohibited. The Company does not expect the standard to have a material impact on its consolidated financial statements and disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting In December 2023, the FASB issued ASU 2023-09, Income Taxes |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Common Share | The following table presents the computation of basic and diluted net loss per common share (in thousands except share and per share amounts): Year Ended Year Ended Numerator Net loss $ (28,984 ) $ (14,315 ) Deemed dividend on Series D preferred stock (6 ) - Cumulative dividends on Series A preferred stock (19 ) - Cumulative dividends on Series B preferred stock (107 ) - Cumulative dividends on Series C preferred stock (30 ) - Cumulative dividends on Series D preferred stock (53 ) (55 ) Cumulative dividends on Series F preferred stock (272 ) - Cumulative dividends on Series F-1 preferred stock (110 ) - Cumulative dividends on Series F-2 preferred stock (79 ) - Numerator for basic and diluted net loss per share $ (29,660 ) $ (14,370 ) Denominator Weighted-average common shares outstanding 5,431,201 267,440 Less: weighted-average shares subject to repurchase (1,942 ) (1,938 ) Denominator for basic and diluted net loss per share 5,429,259 265,502 Shares used to compute pro forma net loss per share, basic and diluted Net loss per share: Basic and diluted $ (5.46 ) $ (54.12 ) December 31, 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) 1,715,095 461,066 Warrants to purchase Series E preferred stock 750,000 - Options to purchase common stock 382,779 159,295 Unvested restricted stock units 33,010 10,483 Commitment shares 200,205 - 3,826,620 712,497 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid and Other Current Assets [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets as of December 31, 2023 and 2022 consist of the following: December 31, December 31, License fees $ 158 $ 300 General liability insurance 26 142 Legal and professional fees 53 - Prepaid rent 277 - Hudson warrant * 86 85 Other 128 63 Total $ 728 $ 590 * Fair value of warrant issued to Hudson Pacific Properties, L.P. (See Note 14) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2022: Fair value measured at December 31, 2022 Total Quoted Significant Significant Liabilities: Convertible notes $ 1,654 - - 1,654 Warrant liability $ 972 - - 972 |
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 ) (10,458 ) Balance at December 31, 2023 $ - $ - |
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 December 31, 2023 and December 31, 2022 is as follows: Series F / 2022 Notes Warrants - Warrants - December 31, Date 12/31/2023 12/31/2023 12/31/2023 12/31/2023 12/31/2022 Dividend yield 0.0% 0.0% 0.0% 0.0% 0.0% Expected price volatility 55.0% 55.0% 55.0% 55.0% 48.7% Risk free interest rate 3.89% 3.92% 3.92% 3.92% 4.74% Expected term (in years) 4.5 4.1 4.0 4.1 0.8 |
Property & Equipment, Net (Tabl
Property & Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property & Equipment, Net [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, consists of the following (in thousands): December 31, December 31, 2023 2022 Equipment $ 3,155 $ 1,457 Computers 56 52 Vehicles 395 - Furniture and Fixtures 3 - Construction-in-progress 77 - Leasehold improvements 362 362 Total 4,048 1,871 Less accumulated depreciation and amortization (919 ) (462 ) Property and equipment, net $ 3,129 $ 1,409 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets, Net [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net, consists of the following (in thousands): December 31, December 31, 2023 2022 Patents $ 1,800 $ 1,800 Research license 375 375 Customer relationships 4 - Total 2,179 2,175 Less: accumulated amortization (797 ) (577 ) Intangible assets, net $ 1,382 $ 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 December 31, 2023 (in thousands): Estimated Year ended December 31, 2024 $ 235 Year ended December 31, 2025 234 Year ended December 31, 2026 197 Year ended December 31, 2027 194 Year ended December 31, 2028 195 Thereafter 327 Total $ 1,382 |
Deferred Debt Issuance Costs (T
Deferred Debt Issuance Costs (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Debt Issuance Costs [Abstract] | |
Schedule of Deferred Debt Issuance Costs | Deferred debt issuance costs consist of the following (in thousands): December 31, December 31, Standing letter of credit $ 150 $ 223 Equity line of credit 554 - Line of credit $ 9,943 - Total 10,647 223 Accumulated amortization (9,341 ) (73 ) Deferred debt issuance costs $ 1,306 $ 150 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | As of December 31, 2023 and 2022, the Company’s accrued expenses consisted of the following (in thousands): December 31, December 31, Payroll and related expenses $ 112 - General liability insurance - 104 Taxes 51 - Bonus 1,000 510 Other expenses 27 7 Total $ 1,190 $ 621 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stock-Based Compensation [Abstract] | |
Schedule of Stock-Based Compensation Expense Recognized | The Company recognized total expenses for stock-based compensation during the year ended December 31, 2023 and the year ended December 31, 2022, which are included in the accompanying statements of operations, as follows (in thousands): Year Ended Year Ended 2023 2022 Research and development expenses $ 178 $ 508 Selling, general and administrative expenses 536 1,897 Total stock-based compensation $ 714 $ 2,405 |
Schedule of Restricted Stock Activity | A summary of the Company’s restricted stock activity during the year ended December 31, 2023 is as follows: Number of Weighted Average Unvested at December 31, 2022 10,483 $ 138 Granted 1,992,345 $ 0.25 Vested (305,924 ) $ 2.34 Unvested at December 31, 2023 1,696,904 $ 0.38 |
Schedule of Activity Under the Plans | The following was used in determining the fair value of stock options granted during the year ended December 31, 2023 and December 31, 2022. Year Ended Year Ended 2023 2022 Dividend yield 0% 0% Expected price volatility 83.6% - 107.3% 88.8% - 91.7% Risk free interest rate 4.3% - 4.8% 3.25% - 3.96% Expected term 5.8 years 5.0 - 7.0 years |
Schedule of Activity Under the Plans | A summary of activity under the 2016 and 2020 Plans for the year ended December 31, 2023 is as follows: Shares Weighted Weighted Aggregate Outstanding at December 31, 2022 159,295 $ 158.40 6.50 $ 26,188 Granted 225,000 0.23 9.87 Forfeited (1,516 ) 196.86 - Outstanding at December 31, 2023 382,779 65.04 8.10 - Exercisable at December 31, 2023 156,522 155.36 5.59 - |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants [Abstract] | |
Schedule of Warrants | A summary of the Company’s warrant (excluding penny warrants) activity during the years ended December 31, 2023 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 and Exercisable at December 31, 2023 1,760,095 $ 18.96 4.4 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Tax Effects of the Temporary Differences and Carry Forwards | At December 31, 2023 and December 31, 2022, the tax effects of the temporary differences and carryovers that give rise to deferred tax assets consisted of the following (in thousands): December 31, December 31, 2023 2022 Net operating loss carryforwards $ 14,539 $ 8,438 Equity based compensation 729 923 Amortization 227 25 Lease liability 392 409 Capitalized research costs 968 707 Accruals and other temporary differences 168 78 Gross Deferred Tax Assets 17,023 10,580 Depreciation (105 ) (46 ) Right of use asset (386 ) (388 ) Accruals and other temporary differences - - Less Valuation Allowance (16,532 ) (10,146 ) Net Deferred Taxes $ - $ - |
Schedule of Reconciliation of the Statutory Income Tax Rates and the Company’s Effective Tax Rate | A reconciliation of the statutory income tax rates and the Company’s effective tax rate for the years ended December 31, 2023 and December 31, 2022 are as follows: Year ended Year ended December 31, December 31, 2023 2022 Tax provision at statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 1.7 % 0.1 % Permanent items (0.9 )% (0.2 )% Stock-based compensation - % (4.0 )% Change in fair value of warrant liability - % 1.5 % Deferred tax true-up / return to provision 0.3 % (4.6 )% Tax reform rate change - % - % Increase (decrease) in valuation allowance (22.0 )% (13.8 )% Income taxes provision (benefit) - % - % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Schedule of Monthly Lease Expense | The monthly lease expense is as follows: ● Months 1-12 - $9,321 ● Months 13-24 - $9,726 ● Months 25-36 - $10,131 |
Schedule of Lease Expense | The components of consolidated lease expense were as follows (in thousands): Year Ended Year Ended Operating leases: Operating lease cost $ 580 $ 760 Variable lease cost 100 50 Operating lease expense $ 680 $ 810 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to the leases were as follows: Year Ended Year Ended Operating cash flows - operating leases $ 686 $ 719 Right-of-use assets obtained in exchange for operating lease liabilities $ 1,168 $ 2,336 Weighted-average remaining lease term – operating leases (in years) 2.8 3.3 Weighted-average discount rate – operating leases 12.0 % 12.0 % |
Schedule of Future Minimum Payments | As of December 31, 2023, future minimum payments are as follows (in thousands): Operating Year ended December 31, 2024 $ 655 Year ended December 31, 2025 578 Year ended December 31, 2026 478 Year ended December 31, 2027 240 Year ended December 31, 2028, and thereafter - Total 1,951 Less present value discount (224 ) Operating lease liabilities $ 1,727 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Revenues and Gross Profit (Loss) by Reportable Segment | The following table presents a comparative summary of the Company’s revenues and gross profit (loss) by reportable segment for the periods presented (in thousands): Year Ended Year Ended Segment Revenue Film $ - $ - Fiber Optics (a) 153 - Total Revenue 153 - (a) The fiber optics segment commenced operations in 2023, and as such segment information did not exist as of December 31, 2022. |
Schedule of Operations by Reportable Segment | Operations by reportable segment for the year ended December 31, 2023, are as follows (in thousands): Year ended December 31, 2023 Film Fiber Optics Corporate and Other (a) Total Total Revenue $ - $ 153 $ - $ 153 Cost of revenue, excluding depreciation and amortization - (886 ) - (886 ) Gross profit (loss) - (733 ) - (733 ) Depreciation and amortization (377 ) (356 ) - (733 ) Research and development (2,231 ) - - (2,231 ) Selling, general and administrative - (4,066 ) (10,896 ) (14,962 ) Goodwill impairment charge - (649 ) - (649 ) Loss from operations (2,608 ) (5,804 ) (10,896 ) (19,308 ) Other income (expense): Interest expense - (14 ) (9,403 ) (9,417 ) Loss on extinguishment of warrant liability - - (504 ) (504 ) Loss on extinguishment of debt - - (2,345 ) (2,345 ) Gain on issuance of convertible notes - - 64 64 Change in fair value of warrants - - 10,458 10,458 Change in fair value of notes - - (7,040 ) (7,040 ) Change in fair value of derivative liability - - 401 401 Other expense - - (1,293 ) (1,293 ) Total other income (expense) - (14 ) (9,662 ) (9,676 ) Loss before income taxes $ (2,608 ) $ (5,818 ) $ (20,558 ) $ (28,984 ) (a) The Corporate and Other are expenses that are not currently allocated between our film and fiber divisions. |
Schedule of Long-Lived Assets by Segment | The following table presents long-lived assets by segment (in thousands): Year Ended Year Ended Film Segment $ 4,372 $ 5,000 Fiber Optics Segment $ 3,146 $ - Other assets (a) $ 139 $ 180 (a) “Other assets” primarily includes security deposits made with respect to the Company’s lease agreements. |
Organization and Description _2
Organization and Description of Business Operations (Details) | Aug. 23, 2023 shares |
Organization and Description of Business Operations [Abstract] | |
Common stock conversion shares | 60 |
Converted shares | 1 |
Liquidity, Financial Conditio_2
Liquidity, Financial Condition, and Going Concern (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Liquidity, Financial Condition, and Going Concern [Line Items] | ||
Accumulated deficit | $ (116,995) | $ (88,005) |
Cash | 1,900 | |
Net loss | (28,984) | (14,315) |
Net cash used in operating activities | (16,160) | $ (11,140) |
Net cash used in investing activities | 2,800 | |
Line of credit | 100,000 | |
Equity line of credit | 50,000 | |
SLOC [Member] | ||
Liquidity, Financial Condition, and Going Concern [Line Items] | ||
Line of credit | $ 10,000 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||||
Mar. 23, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2023 | Mar. 17, 2022 | |
Basis of Presentation and Significant Accounting Policies [Line Items] | |||||
Federally insured limits amount | $ 250,000 | ||||
Intangible assets | 200,000 | ||||
Standby Letter of Credit | 2,350,000 | ||||
Interest rate | 12% | ||||
Letter of credit maturity | 2 years | ||||
Warrant shares (in Shares) | 200,000 | 96,894 | 3,333 | ||
Exercise price (in Dollars per share) | $ 120 | ||||
Restricted common stock shares (in Shares) | 50,000 | ||||
Cash draw | $ 1,000,000 | ||||
Maximum drawdowns | 5,000,000 | ||||
Remaining balance | $ 100,000 | ||||
Percentage of payment invoices | 5% | ||||
Revenue | $ 153,000 | ||||
Goodwill | 652,000 | ||||
Goodwill impairment charge | 700,000 | ||||
Expected dividend yield | 0 | ||||
Lease liabilities | 1,800,000 | ||||
ROU assets for operating lease | $ 1,168,000 | ||||
SLOC [Member] | |||||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||||
Standby Letter of Credit | $ 10,000,000 | ||||
Exercise price (in Dollars per share) | $ 2 | ||||
Minimum [Member] | |||||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 3 years | ||||
Maximum [Member] | |||||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 10 years | ||||
Operating Lease [Member] | |||||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||||
ROU assets for operating lease | $ 1,800,000 | ||||
Crown Fiber Optics Corporation [Member] | |||||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||||
Revenue | 0.2 | $ 0 | |||
Amerigen7 Acquisition [Member] | |||||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||||
Goodwill | $ 700,000 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Details) - Schedule of Computation of Basic and Diluted Net Loss Per Common Share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator | ||
Net loss (in Dollars) | $ (28,984) | $ (14,315) |
Numerator for basic and diluted net loss per share (in Dollars) | $ (29,660) | $ (14,370) |
Denominator | ||
Weighted-average common shares outstanding | 5,431,201 | 267,440 |
Less: weighted-average shares subject to repurchase | (1,942) | (1,938) |
Denominator for basic and diluted net loss per share | 5,429,259 | 265,502 |
Basic (in Dollars per share) | $ (5.46) | $ (54.12) |
Series A preferred stock | 3,826,620 | 712,497 |
Series D Preferred Stock [Member] | ||
Numerator | ||
dividends (in Dollars) | $ (53) | $ (55) |
Denominator | ||
Series A preferred stock | 35,278 | |
Series D Preferred Stock [Member] | Deemed dividend [Member] | ||
Numerator | ||
dividends (in Dollars) | $ (6) | |
Series A Preferred Stock [Member] | ||
Denominator | ||
Series A preferred stock | 3,146 | 3,146 |
Series A Preferred Stock [Member] | Cumulative dividends [Member] | ||
Numerator | ||
dividends (in Dollars) | $ (19) | |
Series B Preferred Stock [Member] | ||
Numerator | ||
dividends (in Dollars) | $ (107) | |
Denominator | ||
Series A preferred stock | 33,883 | 33,883 |
Series C Preferred Stock [Member] | ||
Numerator | ||
dividends (in Dollars) | $ (30) | |
Denominator | ||
Series A preferred stock | 9,346 | 9,346 |
Series F Preferred Stock [Member] | ||
Numerator | ||
dividends (in Dollars) | $ (272) | |
Denominator | ||
Series A preferred stock | 501,579 | |
Series F-1 Preferred Stock [Member] | ||
Numerator | ||
dividends (in Dollars) | $ (110) | |
Denominator | ||
Series A preferred stock | 72,631 | |
Series F-2 Preferred Stock [Member] | ||
Numerator | ||
dividends (in Dollars) | $ (79) | |
Denominator | ||
Series A preferred stock | 124,946 | |
Warrants to purchase common stock (excluding penny warrants) [Member] | ||
Denominator | ||
Series A preferred stock | 1,715,095 | 461,066 |
Warrants to purchase Series E preferred stock [Member] | ||
Denominator | ||
Series A preferred stock | 750,000 | |
Options to purchase common stock [Member] | ||
Denominator | ||
Series A preferred stock | 382,779 | 159,295 |
Unvested restricted stock units [Member] | ||
Denominator | ||
Series A preferred stock | 33,010 | 10,483 |
Commitment Shares [Member] | ||
Denominator | ||
Series A preferred stock | 200,205 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies (Details) - Schedule of Computation of Basic and Diluted Net Loss Per Common Share (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Potentially Dilute Loss Per Share [Line Items] | ||
Diluted | $ (5.46) | $ (54.12) |
Acquisitions (Details)
Acquisitions (Details) $ in Millions | Jan. 03, 2023 USD ($) |
Acquisitions [Line Items] | |
Cash consideration paid | $ 0.7 |
Number of employees | 12 |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of Assets Acquired and Liabilities Assumed $ in Thousands | Dec. 31, 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 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Prepaid and Other Current Assets [Abstract] | |||
License fees | $ 158 | $ 300 | |
Insurance | 26 | 142 | |
Professional fees | 53 | ||
Prepaid rent | 277 | ||
Hudson warrant | [1] | 86 | 85 |
Other | 128 | 63 | |
Total | $ 728 | $ 590 | |
[1] Fair value of warrant issued to Hudson Pacific Properties, L.P. (See Note 14) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 12 Months Ended | |||||||
Jul. 31, 2023 | Jun. 30, 2023 | Feb. 28, 2023 | Dec. 31, 2023 | May 31, 2023 | Dec. 31, 2022 | Mar. 23, 2022 | Mar. 17, 2022 | |
Fair Value Measurements [Line Items] | ||||||||
Liabilities, fair value | $ 2.6 | $ 2.6 | ||||||
Outstanding balance repaid | $ 0.4 | |||||||
Warrant to purchase shares (in Shares) | 96,894 | 200,000 | 3,333 | |||||
Series F Preferred Stock [Member] | ||||||||
Fair Value Measurements [Line Items] | ||||||||
Exchanged shares (in Shares) | 206 | |||||||
Warrant to purchase shares (in Shares) | 592,137 | |||||||
Series E Preferred Stock [Member] | ||||||||
Fair Value Measurements [Line Items] | ||||||||
Warrant to purchase shares (in Shares) | 45,000 | |||||||
Nominal value | $ 5.6 | |||||||
Convertible 2022 Notes [Member] | ||||||||
Fair Value Measurements [Line Items] | ||||||||
Change in fair value | 0.4 | |||||||
Fair value | $ 0.2 | |||||||
Note 2023 [Member] | ||||||||
Fair Value Measurements [Line Items] | ||||||||
Fair value | 1.9 | |||||||
Line of credit | $ 2 | $ 0.4 | ||||||
Line of credit amount issued | $ 2 | |||||||
Other income expenses | $ 0.1 | |||||||
2022 Notes [Member] | ||||||||
Fair Value Measurements [Line Items] | ||||||||
Warrant to purchase shares (in Shares) | 362,657 | |||||||
Warrants exercised (in Shares) | 106,764 | |||||||
February Waiver Agreement [Member] | ||||||||
Fair Value Measurements [Line Items] | ||||||||
Fair value | $ 0.7 | |||||||
Warrant to purchase shares (in Shares) | 96,894 | |||||||
Warrant outstanding (in Shares) | 96,894 | |||||||
Exchange Agreements [Member] | ||||||||
Fair Value Measurements [Line Items] | ||||||||
Exchange warrants are liability | $ 1.3 | |||||||
Senior Secured Notes [Member] | ||||||||
Fair Value Measurements [Line Items] | ||||||||
Warrant to purchase shares (in Shares) | 41,667 | |||||||
Nominal value | $ 0.2 | |||||||
Warrant Inducement and Exercise Agreement [Member] | ||||||||
Fair Value Measurements [Line Items] | ||||||||
Fair value | 1.3 | |||||||
Warrant Inducement and Exercise Agreement [Member] | 2022 Notes [Member] | ||||||||
Fair Value Measurements [Line Items] | ||||||||
Fair value | $ 0.8 | |||||||
New warrants purchased (in Shares) | 106,764 | |||||||
Series F-1 and F-2 Issuances [Member] | ||||||||
Fair Value Measurements [Line Items] | ||||||||
Warrant to purchase shares (in Shares) | 523,327 | |||||||
Fair value issuance | $ 1.2 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Fair Value on a Recurring Basis into the Fair Value Hierarchy - Fair Value, Recurring [Member] $ in Thousands | Dec. 31, 2022 USD ($) |
Liabilities: | |
Convertible notes | $ 1,654 |
Warrant liability | 972 |
Quoted prices in active markets (Level 1) [Member] | |
Liabilities: | |
Convertible notes | |
Warrant liability | |
Significant other observable inputs (Level 2) [Member] | |
Liabilities: | |
Convertible notes | |
Warrant liability | |
Significant unobservable inputs (Level 3) [Member] | |
Liabilities: | |
Convertible notes | 1,654 |
Warrant liability | $ 972 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Convertible Notes and Warrant Liability $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Convertible Notes [Member] | |
Schedule of Convertible Notes and Warrant Liability [Line Items] | |
Balance at | $ 1,654 |
Balance at | |
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) |
Warrant Liability [Member] | |
Schedule of Convertible Notes and Warrant Liability [Line Items] | |
Balance at | 972 |
Balance at | |
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 | $ (10,458) |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Significant Unobservable Inputs (Level 3 Inputs) | Dec. 31, 2022 |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Date | Dec. 31, 2022 |
Measurement Input, Expected Dividend Rate [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Measuring warrants input | 0 |
Measurement Input, Price Volatility [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Measuring warrants input | 48.7 |
Measurement Input, Risk Free Interest Rate [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Measuring warrants input | 4.74 |
Measurement Input, Expected Term [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Measuring warrants input | 0.8 |
Series F / F-1 / F-2 [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Date | Dec. 31, 2023 |
Series F / F-1 / F-2 [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Measuring warrants input | 0 |
Series F / F-1 / F-2 [Member] | Measurement Input, Price Volatility [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Measuring warrants input | 55 |
Series F / F-1 / F-2 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Measuring warrants input | 3.89 |
Series F / F-1 / F-2 [Member] | Measurement Input, Expected Term [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Measuring warrants input | 4.5 |
2022 Notes [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Date | Dec. 31, 2023 |
2022 Notes [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Measuring warrants input | 0 |
2022 Notes [Member] | Measurement Input, Price Volatility [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Measuring warrants input | 55 |
2022 Notes [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Measuring warrants input | 3.92 |
2022 Notes [Member] | Measurement Input, Expected Term [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Measuring warrants input | 4.1 |
Warrants - Senior Secured Note [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Date | Dec. 31, 2023 |
Warrants - Senior Secured Note [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Measuring warrants input | 0 |
Warrants - Senior Secured Note [Member] | Measurement Input, Price Volatility [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Measuring warrants input | 55 |
Warrants - Senior Secured Note [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Measuring warrants input | 3.92 |
Warrants - Senior Secured Note [Member] | Measurement Input, Expected Term [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Measuring warrants input | 4 |
Warrants - Series E - Line of Credit [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Date | Dec. 31, 2023 |
Warrants - Series E - Line of Credit [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Measuring warrants input | 0 |
Warrants - Series E - Line of Credit [Member] | Measurement Input, Price Volatility [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Measuring warrants input | 55 |
Warrants - Series E - Line of Credit [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Measuring warrants input | 3.92 |
Warrants - Series E - Line of Credit [Member] | Measurement Input, Expected Term [Member] | |
Schedule of Significant Unobservable Inputs (Level 3 Inputs) [Line Items] | |
Measuring warrants input | 4.1 |
Property & Equipment, Net (Deta
Property & Equipment, Net (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property & Equipment, Net [Abstract] | ||
Depreciation expense | $ 0.5 | $ 0.3 |
Loss on disposal of equipment | $ 0.5 | $ 0.1 |
Property & Equipment, Net (De_2
Property & Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | $ 4,048 | $ 1,871 |
Less accumulated depreciation and amortization | (919) | (462) |
Property and equipment, net | 3,129 | 1,409 |
Equipment [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | 3,155 | 1,457 |
Computers [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | 56 | 52 |
Vehicles [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | 395 | |
Furniture and Fixtures [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | 3 | |
Construction-in-progress [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | 77 | |
Leasehold Improvements [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | $ 362 | $ 362 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Intangible Assets, Net [Line Items] | ||
Amortization expense | $ 0.4 | $ 0.2 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of Intangible Assets, Net - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Intangible Assets, Net [Abstract] | ||
Patents | $ 1,800 | $ 1,800 |
Research license | 375 | 375 |
Customer relationships | 4 | |
Total | 2,179 | 2,175 |
Less: accumulated amortization | (797) | (577) |
Intangible assets, net | $ 1,382 | $ 1,598 |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details) - Schedule of Estimated Amortization of Intangible Assets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Estimated Amortization of Intangible Assets [Abstract] | ||
Year ended December 31, 2024 | $ 235 | |
Year ended December 31, 2025 | 234 | |
Year ended December 31, 2026 | 197 | |
Year ended December 31, 2027 | 194 | |
Year ended December 31, 2028 | 195 | |
Thereafter | 327 | |
Total | $ 1,382 | $ 1,598 |
Deferred Debt Issuance Costs (D
Deferred Debt Issuance Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2023 | Feb. 28, 2023 | |
SLOC[Member] | ||||
Deferred Debt Issuance Costs [Line Items] | ||||
Amortization expense | $ 0.2 | $ 0.1 | ||
ELOC [Member] | ||||
Deferred Debt Issuance Costs [Line Items] | ||||
Deferred debt issuance costs | $ 0.6 | |||
ELOC [Member] | ||||
Deferred Debt Issuance Costs [Line Items] | ||||
Amortization expense | 0.1 | |||
Line of Credit [Member] | ||||
Deferred Debt Issuance Costs [Line Items] | ||||
Amortization expense | 8.9 | |||
Deferred debt issuance costs | $ 9.9 | |||
Draw down and issuance of the convertible promissory | 2.4 | |||
Convertible Promissory Note [Member] | ||||
Deferred Debt Issuance Costs [Line Items] | ||||
Amortization expense | $ 0.2 |
Deferred Debt Issuance Costs _2
Deferred Debt Issuance Costs (Details) - Schedule of Deferred Debt Issuance Costs - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Debt Issuance Costs (Details) - Schedule of Deferred Debt Issuance Costs [Line Items] | ||
Total | $ 10,647 | $ 223 |
Accumulated amortization | (9,341) | (73) |
Deferred debt issuance costs | 1,306 | 150 |
Standing Letter 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 | 554 | |
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 | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule Of Accrued Expenses Abstract | ||
Payroll and related expenses | $ 112 | |
General liability insurance | 104 | |
Taxes | 51 | |
Bonus | 1,000 | 510 |
Other expenses | 27 | 7 |
Total | $ 1,190 | $ 621 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2023 | Jul. 31, 2023 | Jul. 25, 2023 | Jun. 30, 2023 | Jun. 13, 2023 | Jun. 04, 2023 | May 31, 2023 | May 30, 2023 | May 26, 2023 | May 18, 2023 | May 16, 2023 | May 15, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Feb. 02, 2023 | Jan. 31, 2023 | Oct. 31, 2022 | Mar. 23, 2022 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 04, 2023 | Dec. 22, 2022 | Mar. 17, 2022 | |
Notes Payable [Line Items] | |||||||||||||||||||||||||
Net proceeds | $ 3,500 | ||||||||||||||||||||||||
Expense on issuance of stock | $ 170 | $ 46 | |||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Change in fair value | $ (10,458) | $ (1,023) | |||||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 120 | ||||||||||||||||||||||||
Convertible preferred stock | |||||||||||||||||||||||||
Fair value adjustment | $ 600 | ||||||||||||||||||||||||
Accrue interest rate | 12% | ||||||||||||||||||||||||
Repaid the outstanding | $ 400 | ||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Issuance of shares (in Shares) | 4,200,000 | ||||||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 19.3 | $ 19.32 | |||||||||||||||||||||||
Series F Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Convertible preferred stock | $ 100 | ||||||||||||||||||||||||
Series F Preferred Stock [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 8.868 | $ 8.868 | |||||||||||||||||||||||
Extinguishment gain loss | 100 | ||||||||||||||||||||||||
Convertible preferred stock | |||||||||||||||||||||||||
Convertible preferred stock (in Shares) | 2,622 | ||||||||||||||||||||||||
Series E Preferred Stock [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Convertible preferred stock | |||||||||||||||||||||||||
Agreed to issue shares (in Shares) | 8,000 | ||||||||||||||||||||||||
Commitment fee | $ 1,500 | ||||||||||||||||||||||||
Convertible 2022 Notes [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Principal balance | $ 1,400 | $ 5,400 | $ 200 | ||||||||||||||||||||||
Warrants purchased (in Shares) | 96,894 | 362,657 | |||||||||||||||||||||||
Net proceeds | $ 3,500 | ||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 9.42 | $ 29.7 | |||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 19.32 | ||||||||||||||||||||||||
Expire term | 5 years | ||||||||||||||||||||||||
Maturity date | maturity date of the 2022 Notes from October 19, 2023 to April 18, 2024 | ||||||||||||||||||||||||
Original issue discount | 5% | ||||||||||||||||||||||||
Converted shares (in Shares) | 127,393 | 31,724 | |||||||||||||||||||||||
Expense on issuance of stock | $ 300 | ||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 10.93 | ||||||||||||||||||||||||
Change in fair value | $ 2,700 | ||||||||||||||||||||||||
Principal balance | 200 | 200 | |||||||||||||||||||||||
Fair value notes | $ 1,000 | 1,000 | |||||||||||||||||||||||
Issuance of shares (in Shares) | 248,981 | ||||||||||||||||||||||||
Convertible 2022 Notes [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Original issue discount | 5% | ||||||||||||||||||||||||
Senior Secured Notes [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Principal balance | $ 1,200 | ||||||||||||||||||||||||
Expire term | 5 years | ||||||||||||||||||||||||
Purchase warrants (in Shares) | 41,667 | ||||||||||||||||||||||||
Common stock for net proceeds | $ 1,000 | ||||||||||||||||||||||||
Percentage of additional principal | 10% | ||||||||||||||||||||||||
Common stock total (in Shares) | 203,500 | ||||||||||||||||||||||||
Extinguishment gain loss | 100 | 2,200 | |||||||||||||||||||||||
Senior secured notes | $ 200 | ||||||||||||||||||||||||
Shares of common stock (in Shares) | 189,602 | 41,667 | |||||||||||||||||||||||
Fair value adjustment | $ 39,000 | $ 300 | |||||||||||||||||||||||
Fair value shares (in Shares) | 41,667 | ||||||||||||||||||||||||
Promissory note payment | $ 100 | $ 100 | |||||||||||||||||||||||
Secured Promissory Note [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Line of credit | $ 2,000 | ||||||||||||||||||||||||
Note 2023 [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Principal balance | $ 200 | ||||||||||||||||||||||||
Maturity date | maturity date of the 2023 Note balance until May 1, 2023 | ||||||||||||||||||||||||
Converted shares (in Shares) | 66,667 | 66,667 | |||||||||||||||||||||||
Fair value adjustment | $ 2,000 | $ 100 | $ 200 | $ 700 | $ 200 | ||||||||||||||||||||
Issuance date | 60 days | ||||||||||||||||||||||||
Common stock price per share (in Dollars per share) | $ 30 | ||||||||||||||||||||||||
Exchange shares (in Shares) | 33,333 | ||||||||||||||||||||||||
Accrue interest rate | 15% | ||||||||||||||||||||||||
Agreed to issue shares (in Shares) | 33,333 | ||||||||||||||||||||||||
Line of credit | 200 | $ 200 | |||||||||||||||||||||||
Accrue interest rate | 15% | ||||||||||||||||||||||||
Commitment fee | $ 200 | ||||||||||||||||||||||||
Accrued interest and commitment fees | $ 2,100 | ||||||||||||||||||||||||
Maturity description | maturity dates of each until July 16, 2023 | ||||||||||||||||||||||||
Convertible preferred stock (in Shares) | 133,333 | ||||||||||||||||||||||||
Repaid the outstanding | $ 400 | ||||||||||||||||||||||||
Note 2023 [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Converted shares (in Shares) | 83,333 | ||||||||||||||||||||||||
Note 2023 [Member] | Series E Preferred Stock [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Exchange shares (in Shares) | 4,000 | 4,000 | |||||||||||||||||||||||
Agreed to issue shares (in Shares) | 13,000 | 4,000 | 4,000 | ||||||||||||||||||||||
Agreed to issue line of credit shares (in Shares) | 5,000 | ||||||||||||||||||||||||
Note 2023 [Member] | Lender [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Maturity date | maturity date of the 2023 Note balance until May 15, 2023 | ||||||||||||||||||||||||
Demand Note [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Principal balance | $ 100 | $ 200 | |||||||||||||||||||||||
Expense on issuance of stock | $ 200 | ||||||||||||||||||||||||
Issue of aggregate share (in Shares) | 76,626 | ||||||||||||||||||||||||
Purchase price | $ 20,000 | ||||||||||||||||||||||||
Original issue discount | 12,000 | ||||||||||||||||||||||||
Principal amount | $ 100 | ||||||||||||||||||||||||
Demand Note [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Expense on issuance of stock | $ 100 | ||||||||||||||||||||||||
Issue of aggregate share (in Shares) | 46,935 | ||||||||||||||||||||||||
Demand Note [Member] | Series F Preferred Stock [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Principal balance | $ 600 | ||||||||||||||||||||||||
Convertible preferred stock (in Shares) | 576 | ||||||||||||||||||||||||
Inducement Agreements [Member] | Convertible 2022 Notes [Member] | |||||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||||
Principal balance | $ 1,500 | ||||||||||||||||||||||||
Converted shares (in Shares) | 161,603 | ||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 9.28 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 12 Months Ended | ||||||||||||||||||||||
Jul. 20, 2023 | Jul. 04, 2023 | Jun. 30, 2023 | Jun. 13, 2023 | Feb. 02, 2023 | Nov. 17, 2022 | Jul. 19, 2022 | Jul. 08, 2022 | Jun. 14, 2022 | Feb. 19, 2021 | Jan. 22, 2021 | Jan. 05, 2021 | Dec. 16, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2023 | May 30, 2023 | May 18, 2023 | Feb. 28, 2023 | Feb. 01, 2023 | Jul. 31, 2022 | Mar. 23, 2022 | Mar. 17, 2022 | |
Stockholders’ Equity [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 | |||||||||||||||||||||||
Stated valued of per share (in Dollars) | |||||||||||||||||||||||
Preferred stock issuance (in Dollars) | 1,039,000 | ||||||||||||||||||||||
Exercise of warrants | 96,894 | 200,000 | 3,333 | ||||||||||||||||||||
Warrant exercisable price (in Dollars per share) | $ 120 | ||||||||||||||||||||||
Warrant liability issued (in Dollars) | $ (10,458,000) | $ (1,023,000) | |||||||||||||||||||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | |||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Commissions and expenses (in Dollars) | $ 4,500,000 | ||||||||||||||||||||||
Weighted-average price per share (in Dollars per share) | $ 1.19 | ||||||||||||||||||||||
Aggregate amount (in Dollars) | $ 50,000,000 | ||||||||||||||||||||||
Outstanding common stock percentage | 4.99% | 5% | 19.90% | ||||||||||||||||||||
ELOC purchase agreement percentage | 97% | ||||||||||||||||||||||
Value of common Stock issued (in Dollars) | $ 7,000 | $ 2,000 | |||||||||||||||||||||
Change in fair value of liability (in Dollars) | $ 401,000 | ||||||||||||||||||||||
Shares of common stock | 3,986,991 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Common stock, shares authorized | 800,000,000 | ||||||||||||||||||||||
Warrant Exercises [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Exercise of warrants | 106,768 | ||||||||||||||||||||||
Common stock shares issued | 106,764 | ||||||||||||||||||||||
Receiving net proceeds (in Dollars) | $ 2,000,000 | ||||||||||||||||||||||
Weighted average price per share (in Dollars per share) | $ 19.3 | ||||||||||||||||||||||
Penny Warrants [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Exercise of warrants | 2,778 | ||||||||||||||||||||||
Common stock shares issued | 2,493 | ||||||||||||||||||||||
Demand Note [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 100,000 | $ 200,000 | |||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.8 | ||||||||||||||||||||||
Receiving net proceeds (in Dollars) | $ 900,000 | ||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||||
Agreed to sell of common stock | 1,250,000 | ||||||||||||||||||||||
Purchase of price per share (in Dollars per share) | $ 0.744 | ||||||||||||||||||||||
Offering price public (in Dollars per share) | $ 0.8 | ||||||||||||||||||||||
Additional shares issued | 187,500 | ||||||||||||||||||||||
Proceeds from underwriter fee and commission (in Dollars) | $ 100,000 | ||||||||||||||||||||||
Proceeds from offering cost (in Dollars) | $ 100,000 | ||||||||||||||||||||||
Underwriters purchase | 62,500 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 300 | 300 | 300 | ||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Annual rate | 8% | ||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 1.3329 | ||||||||||||||||||||||
Preferred stock, shares issue and outstanding | 251 | 251 | 251 | ||||||||||||||||||||
Stated valued of per share (in Dollars) | |||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 1,500 | 1,500 | 1,500 | ||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Annual rate | 8% | ||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.7149 | ||||||||||||||||||||||
Preferred stock, shares issue and outstanding | 1,443 | 1,443 | 1,443 | ||||||||||||||||||||
Stated valued of per share (in Dollars) | |||||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 600,000 | 600,000 | 600,000 | ||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Annual rate | 8% | ||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.893 | ||||||||||||||||||||||
Preferred stock, shares issue and outstanding | 500,756 | 500,756 | 500,756 | ||||||||||||||||||||
Stated valued of per share (in Dollars) | |||||||||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 7,000 | 7,000 | |||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Annual rate | 12% | ||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 1.3 | ||||||||||||||||||||||
Preferred stock, shares issue and outstanding | 0 | 1,058 | 1,058 | ||||||||||||||||||||
Stated valued of per share (in Dollars) | |||||||||||||||||||||||
Stated value, percentage | 125% | ||||||||||||||||||||||
Preferred stock, shares issued | 0 | 1,058 | 1,100,000 | ||||||||||||||||||||
Issuance of preferred shares | 1,058 | ||||||||||||||||||||||
Purchase of warrants | 814,102 | ||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 1.3 | ||||||||||||||||||||||
Registration rights penalty (in Dollars) | $ 2,400 | ||||||||||||||||||||||
Exchanged preferred shares | 1,197 | ||||||||||||||||||||||
Series D Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Aggregate subscription percentage | 1% | ||||||||||||||||||||||
(in Dollars) | $ 500,000 | ||||||||||||||||||||||
Series D Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Aggregate subscription percentage | 10% | ||||||||||||||||||||||
(in Dollars) | $ 700,000 | ||||||||||||||||||||||
Series E Preferred Stock [Member] | |||||||||||||||||||||||
Stockholders’ Equity [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 | 0 | 0 | |||||||||||||||||||||
Stated valued of per share (in Dollars) | |||||||||||||||||||||||
Preferred stock, shares issued | 5,000 | 0 | 0 | ||||||||||||||||||||
Commitment fee (in Dollars) | $ 1,500,000 | ||||||||||||||||||||||
Issue an additional shares | 5,000 | ||||||||||||||||||||||
Fair value of additional shares | 10,000 | ||||||||||||||||||||||
Preferred stock issuance (in Dollars) | $ 2,900,000 | ||||||||||||||||||||||
Fair value of additional capital (in Dollars) | $ 4,400,000 | ||||||||||||||||||||||
Exercise of warrants | 45,000 | ||||||||||||||||||||||
Common stock shares issued | 8,000 | ||||||||||||||||||||||
Series F Preferred Stock [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 9,073 | 9,073 | 103,234 | ||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Preferred stock, shares issue and outstanding | 4,448 | ||||||||||||||||||||||
Stated valued of per share (in Dollars) | |||||||||||||||||||||||
Preferred stock, shares issued | 4,448 | ||||||||||||||||||||||
Converted shares | 2,622 | ||||||||||||||||||||||
Exchanged preferred shares | 1,847 | ||||||||||||||||||||||
Exercise of warrants | 592,137 | ||||||||||||||||||||||
Warrant exercisable price (in Dollars per share) | $ 8.868 | ||||||||||||||||||||||
Converted preferred shares | 803 | ||||||||||||||||||||||
Agreed to sell of common stock | 206 | ||||||||||||||||||||||
Series F Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Extinguishment of warrant liability (in Dollars) | $ 500,000 | ||||||||||||||||||||||
Series F Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Extinguishment of warrant liability (in Dollars) | 0.7 | ||||||||||||||||||||||
Series F Preferred Stock [Member] | Senior Secured Notes [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 200,000 | ||||||||||||||||||||||
Converted shares | 206 | ||||||||||||||||||||||
Series F Preferred Stock [Member] | Senior Secured Notes [Member] | Minimum [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Warrant liability issued (in Dollars) | 30,000 | ||||||||||||||||||||||
Series F Preferred Stock [Member] | Senior Secured Notes [Member] | Maximum [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Warrant liability issued (in Dollars) | 100,000 | ||||||||||||||||||||||
Series F Preferred Stock [Member] | Notes2022 [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 2,600,000 | ||||||||||||||||||||||
Series F Preferred Stock [Member] | Notes2022 [Member] | Minimum [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Warrant liability issued (in Dollars) | 600,000 | ||||||||||||||||||||||
Series F Preferred Stock [Member] | Notes2022 [Member] | Maximum [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Warrant liability issued (in Dollars) | 1,100,000 | ||||||||||||||||||||||
Series F Preferred Stock [Member] | Demand Note [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 600,000 | ||||||||||||||||||||||
Converted shares | 576 | ||||||||||||||||||||||
Series F Preferred Stock [Member] | Demand Note [Member] | Minimum [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Warrant liability issued (in Dollars) | 200,000 | ||||||||||||||||||||||
Series F Preferred Stock [Member] | Demand Note [Member] | Median [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Warrant liability issued (in Dollars) | $ 200,000 | ||||||||||||||||||||||
Series F-1 Preferred Stock [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 9,052 | 9,052 | 325,737 | ||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Preferred stock, shares issue and outstanding | 653 | ||||||||||||||||||||||
Stated valued of per share (in Dollars) | |||||||||||||||||||||||
Preferred stock, shares issued | 653 | ||||||||||||||||||||||
Warrant exercisable price (in Dollars per share) | $ 8.99 | ||||||||||||||||||||||
Warrant liability issued (in Dollars) | $ 900,000 | ||||||||||||||||||||||
Converted preferred shares | 2,930 | ||||||||||||||||||||||
Shares issued | 3,583 | ||||||||||||||||||||||
Aggregate purchase price (in Dollars) | $ 2,300,000 | ||||||||||||||||||||||
Aggregate shares | 398,377 | ||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 8.994 | ||||||||||||||||||||||
Allocated the proceeds (in Dollars) | 2,300,000 | ||||||||||||||||||||||
Remaining proceeds (in Dollars) | $ 1,400,000 | ||||||||||||||||||||||
Series F-2 Preferred Stock [Member] | |||||||||||||||||||||||
Stockholders’ Equity [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 | ||||||||||||||||||||||
Stated valued of per share (in Dollars) | |||||||||||||||||||||||
Preferred stock, shares issued | 1,153 | ||||||||||||||||||||||
Warrant exercisable price (in Dollars per share) | $ 9.23 | ||||||||||||||||||||||
Warrant liability issued (in Dollars) | $ 300,000 | ||||||||||||||||||||||
Shares issued | 1,153 | ||||||||||||||||||||||
Aggregate purchase price (in Dollars) | $ 700,000 | ||||||||||||||||||||||
Aggregate shares | 124,946 | ||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 9.228 | ||||||||||||||||||||||
Allocated the proceeds (in Dollars) | 700,000 | ||||||||||||||||||||||
Remaining proceeds (in Dollars) | $ 400,000 | ||||||||||||||||||||||
Board of Directors [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||
Board of Directors [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Stated valued of per share (in Dollars) | $ 1,000 | ||||||||||||||||||||||
Board of Directors [Member] | Series C Preferred Stock [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 1 | ||||||||||||||||||||||
Board of Directors [Member] | Series D Preferred Stock [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 7,000 | ||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||||
Stated valued of per share (in Dollars) | $ 1,000 | ||||||||||||||||||||||
Board of Directors [Member] | Series E Preferred Stock [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Convertible shares | 1,000 | ||||||||||||||||||||||
Line of Credit [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Additional shares | 10,000 | ||||||||||||||||||||||
Exercise of warrants | 45,000 | ||||||||||||||||||||||
Warrant exercisable price (in Dollars per share) | $ 0.5 | ||||||||||||||||||||||
At-the-Market Offerings [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Receiving net proceeds (in Dollars) | $ 19,658,733 | ||||||||||||||||||||||
Market offering price (in Dollars) | 8,200,000 | ||||||||||||||||||||||
Commissions and expenses (in Dollars) | $ 300,000 | ||||||||||||||||||||||
Weighted-average price per share (in Dollars per share) | $ 0.44 | ||||||||||||||||||||||
ELOC Purchase Agreement [Member] | |||||||||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||||||||
Shares issued | 21,841 | ||||||||||||||||||||||
Value of common Stock issued (in Dollars) | $ 400,000 | ||||||||||||||||||||||
Change in fair value of liability (in Dollars) | $ 400,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | |||||
Jul. 20, 2023 | Dec. 16, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 22, 2022 | Jun. 14, 2019 | |
Stock-Based Compensation [Line Items] | ||||||
Percentage of common stock | 4.99% | 5% | 19.90% | |||
Shares of common stock | $ 1,000,000 | |||||
Equity based compensation | $ 714,000 | $ 2,405,000 | ||||
Stock-based compensation | 714,000 | $ 2,405,000 | ||||
Unrecognized stock-based compensation | $ 300,000 | |||||
Recognized weighted-average term | 7 months 6 days | |||||
Stock option exercises | 225,000 | |||||
Fair value options | $ 38,000 | |||||
Stock-based compensation | $ 200,000 | |||||
Common Stock [Member] | ||||||
Stock-Based Compensation [Line Items] | ||||||
Common stock available for issuance | 4,200,000 | |||||
2020 Plan [Member] | ||||||
Stock-Based Compensation [Line Items] | ||||||
Common stock available for issuance | 5,333,333 | |||||
Expire term | 10 years | |||||
2016 Equity Incentive Plan [Member] | Minimum [Member] | ||||||
Stock-Based Compensation [Line Items] | ||||||
Number of shares issued | 5,500,000 | |||||
2016 Equity Incentive Plan [Member] | Maximum [Member] | ||||||
Stock-Based Compensation [Line Items] | ||||||
Number of shares issued | 7,333,333 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Stock-Based Compensation [Line Items] | ||||||
Restricted stock | 1,992,345 | 676,350 | ||||
Fair value | $ 500,000 | $ 900,000 | ||||
Weighted average restricted stock | 33,332 | |||||
Restricted Stock Award Forfeitures | 33,332 | |||||
Incremental Stock based Compensation | $ 100,000 | |||||
Vested Stock Option | 423,779 | |||||
Equity based compensation | $ 400,000 | |||||
Restricted Stock Awards [Member] | ||||||
Stock-Based Compensation [Line Items] | ||||||
Stock-based compensation | 500,000 | |||||
Fair value options | $ 100,000 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense Recognized - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Stock Based Compensation Expense Recognized [Abstract] | ||
Research and development expenses | $ 178 | $ 508 |
Selling, general and administrative expenses | 536 | 1,897 |
Total stock-based compensation | $ 714 | $ 2,405 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of Restricted Stock Activity - Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Stock-Based Compensation (Details) - Schedule of Restricted Stock Activity [Line Items] | |
Number of Shares, Unvested at Beginning Balance | shares | 10,483 |
Weighted Average Grant-Date Fair Value, Unvested at Beginning Balance | $ / shares | $ 138 |
Number of Shares, Unvested at Ending Balance | shares | 1,696,904 |
Weighted Average Grant-Date Fair Value, Unvested at Ending Balance | $ / shares | $ 0.38 |
Number of Shares, Granted | shares | 1,992,345 |
Weighted Average Grant-Date Fair Value, Granted | $ / shares | $ 0.25 |
Number of Shares, Vested | shares | (305,924) |
Weighted Average Grant-Date Fair Value, Vested | $ / shares | $ 2.34 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of Fair Value of Stock Options Granted | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation (Details) - Schedule of Fair Value of Stock Options Granted [Line Items] | ||
Dividend yield | 0% | 0% |
Expected term | 5 years 9 months 18 days | |
Minimum [Member] | ||
Stock-Based Compensation (Details) - Schedule of Fair Value of Stock Options Granted [Line Items] | ||
Expected price volatility | 83.60% | 88.80% |
Risk free interest rate | 4.30% | 3.25% |
Expected term | 5 years | |
Maximum [Member] | ||
Stock-Based Compensation (Details) - Schedule of Fair Value of Stock Options Granted [Line Items] | ||
Expected price volatility | 107.30% | 91.70% |
Risk free interest rate | 4.80% | 3.96% |
Expected term | 7 years |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of Activity Under the Plans - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Schedule of Activity Under the Plans [Line Items] | ||
Shares Underlying Options, Outstanding at Ending Balance | 159,295 | 382,779 |
Weighted Average Exercise Price, Outstanding at Ending Balance | $ 158.4 | $ 65.04 |
Weighted Average Remaining Contractual Term (Years), Outstanding at Ending Balance | 6 years 6 months | 8 years 1 month 6 days |
Aggregate Intrinsic Value, Outstanding at Ending Balance | $ 26,188 | |
Shares Underlying Options, Exercisable | 156,522 | |
Weighted Average Exercise Price, Weighted Average Exercise Price, Exercisable | $ 155.36 | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 5 years 7 months 2 days | |
Aggregate Intrinsic Value, Exercisable | ||
Shares Underlying Options, Granted | 225,000 | |
Weighted Average Exercise Price, Granted | $ 0.23 | |
Weighted Average Remaining Contractual Term (Years),Granted | 9 years 10 months 13 days | |
Shares Underlying Options, Forfeited | (1,516) | |
Weighted Average Exercise Price, Forfeited | $ 196.86 | |
Weighted Average Remaining Contractual Term (Years), Forfeited |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Aug. 12, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2023 | Jan. 31, 2023 | Mar. 23, 2022 | Mar. 17, 2022 | |
Warrants [Line Items] | |||||||
Warrant issued | 96,894 | 200,000 | 3,333 | ||||
Exercise price per share (in Dollars per share) | $ 120 | ||||||
Purchase an aggregate of shares | 5,000 | ||||||
Purchase value of warrants (in Dollars) | $ 100 | $ 855 | |||||
Common stock price per share (in Dollars per share) | $ 45 | ||||||
Warrant fair value (in Dollars) | $ (10,458) | $ (1,023) | |||||
Prepaid assets (in Dollars) | $ 100 | ||||||
Total fair value (in Dollars) | $ 200 | ||||||
Senior Notes [Member] | |||||||
Warrants [Line Items] | |||||||
Warrant issued | 41,667 | ||||||
Exercise price per share (in Dollars per share) | $ 19.3 | ||||||
Warrants expire | 5 years | ||||||
Warrant [Member] | |||||||
Warrants [Line Items] | |||||||
Warrant issued | 106,764 | ||||||
Exercise price per share (in Dollars per share) | $ 19.3 | ||||||
Warrants expire | 5 years | ||||||
Class of warrant exercised | 106,764 | ||||||
Warrant fair value (in Dollars) | $ 200 | ||||||
Two Thousand Twenty Two Notes [Member] | |||||||
Warrants [Line Items] | |||||||
Warrant issued | 362,657 | ||||||
Exercise price per share (in Dollars per share) | $ 19.3 | ||||||
Warrants expire | 5 years | ||||||
Common Stock [Member] | |||||||
Warrants [Line Items] | |||||||
Exercise price per share (in Dollars per share) | $ 19.3 | $ 19.32 | |||||
F-1 Warrants and F-2 Warrants [Member] | |||||||
Warrants [Line Items] | |||||||
Exercise price per share (in Dollars per share) | $ 8.87 | ||||||
Purchase an aggregate of shares | 592,137 | ||||||
Series F-1 Preferred Stock [Member] | |||||||
Warrants [Line Items] | |||||||
Exercise price per share (in Dollars per share) | $ 8.99 | ||||||
Purchase an aggregate of shares | 398,379 | ||||||
Warrant fair value (in Dollars) | $ 900 | ||||||
Series F-2 Preferred Stock [Member] | |||||||
Warrants [Line Items] | |||||||
Exercise price per share (in Dollars per share) | $ 9.23 | ||||||
Purchase an aggregate of shares | 124,948 | ||||||
Warrant fair value (in Dollars) | $ 300 | ||||||
Line of Credit [Member] | |||||||
Warrants [Line Items] | |||||||
Warrant issued | 45,000 | ||||||
Exercise price per share (in Dollars per share) | $ 0.5 | ||||||
Warrants expire | 5 years |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of Warrant | 12 Months Ended |
Dec. 31, 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 | $ |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Taxes [Line Items] | |
Valuation allowance | $ 6,400 |
Operating loss carryforwards | 58,900 |
Reduce future taxable income | 44,300 |
Federal net operating loss carryforward amount | $ 58,800 |
Taxable income percentage | 80% |
Net Operating Losses [Member] | |
Income Taxes [Line Items] | |
Federal net operating loss carryforward amount | $ 26 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Tax Effects of the Temporary Differences and Carry Forwards - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Tax Effects of the Temporary Differences and Carry Forwards [Abstract] | ||
Net operating loss carryforwards | $ 14,539 | $ 8,438 |
Equity based compensation | 729 | 923 |
Amortization | 227 | 25 |
Lease liability | 392 | 409 |
Capitalized research costs | 968 | 707 |
Accruals and other temporary differences | 168 | 78 |
Gross Deferred Tax Assets | 17,023 | 10,580 |
Depreciation | (105) | (46) |
Right of use asset | (386) | (388) |
Accruals and other temporary differences | ||
Less Valuation Allowance | (16,532) | (10,146) |
Net Deferred Taxes |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Reconciliation of the Statutory Income Tax Rates and the Company’s Effective Tax Rate | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Reconciliation of the Statutory Income Tax Rates and the Company’s Effective Tax Rate [Abstract] | ||
Tax provision at statutory rate | 21% | 21% |
State taxes, net of federal benefit | 1.70% | 0.10% |
Permanent items | (0.90%) | (0.20%) |
Stock-based compensation | (4.00%) | |
Change in fair value of warrant liability | 1.50% | |
Deferred tax true-up / return to provision | 0.30% | (4.60%) |
Tax reform rate change | ||
Change in valuation allowance | (22.00%) | (13.80%) |
Income taxes provision (benefit) |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 31, 2023 USD ($) | Oct. 16, 2023 USD ($) ft² | Jan. 20, 2023 USD ($) | Oct. 05, 2021 m² | May 04, 2021 m² | Mar. 04, 2021 ft² | Mar. 08, 2016 ft² | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Nov. 30, 2023 | |
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Lease agreement, area of land | 1,225 | 26,963 | 3,694 | 3,500 | 1,700 | ||||||
Operating expense | $ 41,323 | ||||||||||
operating lease expires date | Oct. 31, 2026 | Feb. 28, 2027 | Jan. 31, 2027 | Jun. 30, 2024 | Jun. 30, 2025 | ||||||
Lease term | 36 months | 60 months | 39 months | 48 months | |||||||
Termination fee | $ 100,000 | ||||||||||
Security deposit | $ 23,060 | $ 31,450 | $ 200,000 | 200,000 | |||||||
Gain on lease liability | 100,000 | (214,000) | |||||||||
Payment of termination penalty | $ 100,000 | ||||||||||
Lease expense | $ 23,060 | ||||||||||
Total sale price percentage | 25% | ||||||||||
Right-of-use assets | 1,701,000 | 1,842,000 | |||||||||
Maximum [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Lease agreement, area of land | ft² | 768 | ||||||||||
Lease term | 60 months | ||||||||||
Minimum [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Lease agreement, area of land | ft² | 288 | ||||||||||
Lease term | 1 month | ||||||||||
Pacific N.W. Properties, LLC [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Rent expense | 700,000 | $ 800,000 | |||||||||
NFS Leasing, Inc. [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Operating lease liability | 1,700,000 | ||||||||||
Right-of-use assets | $ 1,700,000 | ||||||||||
Vacant Land [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Lease agreement, area of land | ft² | 40,524 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Monthly Lease Expense $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Months 1-12 [Member] | |
Schedule of Monthly Lease Expense [Line Items] | |
Monthly lease expense | $ 9,321 |
Months 13-24 [Member] | |
Schedule of Monthly Lease Expense [Line Items] | |
Monthly lease expense | 9,726 |
Months 25-36 [Member] | |
Schedule of Monthly Lease Expense [Line Items] | |
Monthly lease expense | $ 10,131 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of Lease Expense - Pacific N.W. Properties, LLC [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating leases: | ||
Operating lease cost | $ 580 | $ 760 |
Variable lease cost | 100 | 50 |
Operating lease expense | $ 680 | $ 810 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of Supplemental Cash Flow Information Related to Leases - Pacific N.W. Properties, LLC [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Supplemental Cash Flow Information Related to Leases [Line Items] | ||
Operating cash flows - operating leases | $ 686 | $ 719 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 1,168 | $ 2,336 |
Weighted-average remaining lease term – operating leases (in years) | 2 years 9 months 18 days | 3 years 3 months 18 days |
Weighted-average discount rate – operating leases | 12% | 12% |
Commitments and Contingencies_6
Commitments and Contingencies (Details) - Schedule of Future Minimum Payments - Pacific N.W. Properties, LLC [Member] $ in Thousands | Dec. 31, 2023 USD ($) |
Schedule of Future Minimum Payments [Line Items] | |
Year ended December 31, 2024 | $ 655 |
Year ended December 31, 2025 | 578 |
Year ended December 31, 2026 | 478 |
Year ended December 31, 2027 | 240 |
Year ended December 31, 2028, and thereafter | |
Total | 1,951 |
Less present value discount | (224) |
Operating lease liabilities | $ 1,727 |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Operates segments | 2 |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of Revenues and Gross Profit (Loss) by Reportable Segment - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Segment Revenue | |||
Total Revenue | $ 153 | ||
Film [Member] | |||
Segment Revenue | |||
Total Revenue | |||
Fiber Optics [Member] | |||
Segment Revenue | |||
Total Revenue | [1] | $ 153 | |
[1]The fiber optics segment commenced operations in 2023, and as such segment information did not exist as of December 31, 2022. |
Segment Reporting (Details) -_2
Segment Reporting (Details) - Schedule of Operations by Reportable Segment - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Schedule of Operations by Reportable Segment [Line Items] | |||
Total Revenue | $ 153 | ||
Cost of revenue, excluding depreciation and amortization | (886) | ||
Gross profit (loss) | (733) | ||
Depreciation and amortization | (733) | (503) | |
Research and development | (2,231) | (4,107) | |
Selling, general and administrative | (14,962) | (10,498) | |
Goodwill impairment charge | (649) | ||
Loss from operations | (19,308) | (15,108) | |
Other income (expense): | |||
Interest expense | (9,417) | (7) | |
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 | 10,458 | 1,023 | |
Change in fair value of notes | (7,040) | (149) | |
Change in fair value of derivative liability | 401 | ||
Other expense | (1,293) | (74) | |
Total other income (expense) | (9,676) | 793 | |
Loss before income taxes | (28,984) | (14,315) | |
Film [Member] | |||
Schedule of Operations by Reportable Segment [Line Items] | |||
Total Revenue | |||
Cost of revenue, excluding depreciation and amortization | |||
Gross profit (loss) | |||
Depreciation and amortization | (377) | ||
Research and development | (2,231) | ||
Selling, general and administrative | |||
Goodwill impairment charge | |||
Loss from operations | (2,608) | ||
Other income (expense): | |||
Interest expense | |||
Loss on extinguishment of warrant liability | |||
Loss on extinguishment of debt | |||
Gain on issuance of convertible notes | |||
Change in fair value of warrants | |||
Change in fair value of notes | |||
Change in fair value of derivative liability | |||
Other expense | |||
Total other income (expense) | |||
Loss before income taxes | (2,608) | ||
Fiber Optics [Member] | |||
Schedule of Operations by Reportable Segment [Line Items] | |||
Total Revenue | [1] | 153 | |
Cost of revenue, excluding depreciation and amortization | (886) | ||
Gross profit (loss) | (733) | ||
Depreciation and amortization | (356) | ||
Research and development | |||
Selling, general and administrative | (4,066) | ||
Goodwill impairment charge | (649) | ||
Loss from operations | (5,804) | ||
Other income (expense): | |||
Interest expense | (14) | ||
Loss on extinguishment of warrant liability | |||
Loss on extinguishment of debt | |||
Gain on issuance of convertible notes | |||
Change in fair value of warrants | |||
Change in fair value of notes | |||
Change in fair value of derivative liability | |||
Other expense | |||
Total other income (expense) | (14) | ||
Loss before income taxes | (5,818) | ||
Corporate and Other [Member] | |||
Schedule of Operations by Reportable Segment [Line Items] | |||
Total Revenue | [2] | ||
Cost of revenue, excluding depreciation and amortization | [2] | ||
Gross profit (loss) | [2] | ||
Depreciation and amortization | [2] | ||
Research and development | [2] | ||
Selling, general and administrative | [2] | (10,896) | |
Goodwill impairment charge | [2] | ||
Loss from operations | [2] | (10,896) | |
Other income (expense): | |||
Interest expense | [2] | (9,403) | |
Loss on extinguishment of warrant liability | [2] | (504) | |
Loss on extinguishment of debt | [2] | (2,345) | |
Gain on issuance of convertible notes | [2] | 64 | |
Change in fair value of warrants | [2] | 10,458 | |
Change in fair value of notes | [2] | (7,040) | |
Change in fair value of derivative liability | [2] | 401 | |
Other expense | [2] | (1,293) | |
Total other income (expense) | [2] | (9,662) | |
Loss before income taxes | [2] | $ (20,558) | |
[1]The fiber optics segment commenced operations in 2023, and as such segment information did not exist as of December 31, 2022.[2]The Corporate and Other are expenses that are not currently allocated between our film and fiber divisions. |
Segment Reporting (Details) -_3
Segment Reporting (Details) - Schedule of Long-Lived Assets by Segment - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Long-Lived Assets by Segment [Line Items] | |||
Other assets | [1] | $ 139 | $ 180 |
Film Segment [Member] | |||
Schedule of Long-Lived Assets by Segment [Line Items] | |||
Other assets | 4,372 | 5,000 | |
Fiber Optics Segment [Member] | |||
Schedule of Long-Lived Assets by Segment [Line Items] | |||
Other assets | $ 3,146 | ||
[1]“Other assets” primarily includes security deposits made with respect to the Company’s lease agreements. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Subsequent Events [Line Items] | |
Shares issued (in Shares) | shares | 18,676,377 |
Gross proceeds | $ 1.4 |
Commissions and expenses | 0.1 |
Net proceeds | $ 1.3 |
Weighted average price per share (in Dollars per share) | $ / shares | $ 0.09 |