Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 10, 2023 | |
Document Information [Line Items] | ||
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39426 | |
Entity Central Index Key | 0001814329 | |
Entity Registrant Name | ASTRA SPACE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1900 Skyhawk Street | |
Entity Address, City or Town | Alameda | |
Entity Address, State or Province | CA | |
Entity Tax Identification Number | 85-1270303 | |
Entity Address, Postal Zip Code | 94501 | |
City Area Code | 866 | |
Local Phone Number | 278-7217 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | ASTR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Document Fiscal Period Focus | Q3 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 18,790,771 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,702,613 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 13,870 | $ 33,644 |
Restricted cash | 5,000 | 0 |
Marketable securities | 0 | 69,173 |
Trade accounts receivable, net of allowance for doubtful accounts of $0.2 million and $0 , respectively | 1,553 | 5,327 |
Inventories | 13,686 | 4,142 |
Prepaid and other current assets | 15,816 | 13,496 |
Total current assets | 49,925 | 125,782 |
Non-current assets: | ||
Property, plant and equipment, net | 29,322 | 24,271 |
Right-of-use asset | 10,273 | 12,813 |
Intangible assets, net | 8,443 | 10,132 |
Other non-current assets | 1,801 | 1,701 |
Total assets | 99,764 | 174,699 |
Current liabilities: | ||
Accounts payable | 7,052 | 1,799 |
Operating lease obligation, current portion | 3,801 | 3,800 |
Contingent consideration | 10,000 | 33,900 |
Accrued expenses and other current liabilities | 48,658 | 42,043 |
Senior Note, net | 7,076 | 0 |
Total current liabilities | 76,587 | 81,542 |
Non-current liabilities: | ||
Operating lease obligation, net of current portion | 6,814 | 9,051 |
Other non-current liabilities | 8,301 | 1,796 |
Total liabilities | 91,702 | 92,389 |
Commitments and Contingencies (Note 8) | ||
STOCKHOLDERS' EQUITY | ||
Additional paid in capital | 1,916,498 | 1,902,213 |
Accumulated other comprehensive loss | 0 | (110) |
Accumulated deficit | (1,908,464) | (1,819,821) |
Total stockholders' equity | 8,062 | 82,310 |
Total liabilities and stockholders' equity | 99,764 | 174,699 |
Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2023 and December 31, 2022 | 0 | 0 |
Common Class A [Member] | ||
STOCKHOLDERS' EQUITY | ||
Common stock Value | 22 | 22 |
Common Class B [Member] | ||
STOCKHOLDERS' EQUITY | ||
Common stock Value | $ 6 | $ 6 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Allowance for doubtful accounts | $ 0.2 | $ 0 |
Preferred stock, shares outstanding | 0 | |
Common stock, shares authorized | 466,000,000 | |
Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 14,849,265 | 14,246,498 |
Common stock, shares outstanding | 14,849,265 | 14,246,498 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 65,000,000 | 65,000,000 |
Common stock, shares issued | 3,702,613 | 3,702,613 |
Common stock, shares outstanding | 3,702,613 | 3,702,613 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | $ 256 | $ 2,777 | $ 963 | $ 9,370 |
Cost of Revenue | 232 | 1,071 | 620 | 29,530 |
Gross profit (loss) | 24 | 1,706 | 343 | (20,160) |
Operating expenses: | ||||
Research and development | 21,677 | 32,821 | 77,154 | 111,546 |
Sales and marketing | 1,630 | 4,052 | 4,764 | 13,452 |
General and administrative | 9,834 | 19,222 | 33,096 | 60,816 |
Impairment expense | 0 | 75,116 | 0 | 75,116 |
Goodwill impairment | 0 | 58,251 | 0 | 58,251 |
(Gain) loss on change in fair value of contingent consideration | (4,510) | 11,949 | (23,900) | 29,249 |
Total operating expenses | 28,631 | 201,411 | 91,114 | 348,430 |
Operating loss | (28,607) | (199,705) | (90,771) | (368,590) |
Interest income | 99 | 616 | 1,813 | 1,146 |
Interest expense | (1,339) | 0 | (1,339) | 0 |
Other income (expense), net | 101 | (25) | 1,654 | 314 |
Loss before taxes | (29,746) | (199,114) | (88,643) | (367,130) |
Income tax provision | 0 | 0 | 0 | 0 |
Net loss | (29,746) | (199,114) | (88,643) | (367,130) |
Launch Services [Member] | ||||
Revenue | 0 | 0 | 0 | 5,899 |
Cost of Revenue | 0 | 0 | 0 | 28,193 |
Gross profit (loss) | 0 | 0 | 0 | (22,294) |
Space Products [Member] | ||||
Revenue | 256 | 2,777 | 963 | 3,471 |
Cost of Revenue | 232 | 1,071 | 620 | 1,337 |
Gross profit (loss) | $ 24 | $ 1,706 | $ 343 | $ 2,134 |
Common Class A [Member] | ||||
Earnings Per Share [Abstract] | ||||
Earnings Per Share Basic | $ (1.63) | $ (11.21) | $ (4.89) | $ (20.79) |
Earnings Per Share Diluted | $ (1.63) | $ (11.21) | $ (4.89) | $ (20.79) |
Dilutive weighted average common shares outstanding | 14,595,957 | 14,052,541 | 14,433,973 | 13,954,491 |
Basic weighted average common shares outstanding | 14,595,957 | 14,052,541 | 14,433,973 | 13,954,491 |
Common Class B [Member] | ||||
Earnings Per Share [Abstract] | ||||
Earnings Per Share Basic | $ (1.63) | $ (11.21) | $ (4.89) | $ (20.79) |
Earnings Per Share Diluted | $ (1.63) | $ (11.21) | $ (4.89) | $ (20.79) |
Dilutive weighted average common shares outstanding | 3,702,613 | 3,702,613 | 3,702,613 | 3,702,613 |
Basic weighted average common shares outstanding | 3,702,613 | 3,702,613 | 3,702,613 | 3,702,613 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Other Comprehensive Income [Abstract] | ||||
Net loss | $ (29,746) | $ (199,114) | $ (88,643) | $ (367,130) |
Other comprehensive loss: | ||||
Unrealized gain (loss) on available-for-sale marketable securities | 17 | 31 | 110 | (202) |
Total comprehensive loss | $ (29,729) | $ (199,083) | $ (88,533) | $ (367,332) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Temporary Equity and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Common Class A [Member] | Common Class B [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid in Capital [Member] | Accumulated Other Comprehensive loss [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2021 | $ 436,520 | $ 22 | $ 6 | $ 1,844,875 | $ (1,408,383) | |||
Beginning Balance (in shares) at Dec. 31, 2021 | 13,830,074 | 3,702,613 | 13,830,074 | 3,702,613 | ||||
Stock-based compensation | 17,041 | 17,041 | ||||||
Issuance Of Common Stock Under Equity Plans, Shares | 77,292 | |||||||
Issuance Of Common Stock Under Equity Plans | 793 | 793 | ||||||
Unrealized gain (loss) on available-for-sale marketable securities | (155) | $ (155) | ||||||
Net loss | (85,713) | (85,713) | ||||||
Ending Balance at Mar. 31, 2022 | 368,486 | $ 22 | $ 6 | 1,862,709 | (155) | (1,494,096) | ||
Ending Balance (in shares) at Mar. 31, 2022 | 13,907,366 | 3,702,613 | 13,907,366 | 3,702,613 | ||||
Beginning Balance at Dec. 31, 2021 | 436,520 | $ 22 | $ 6 | 1,844,875 | (1,408,383) | |||
Beginning Balance (in shares) at Dec. 31, 2021 | 13,830,074 | 3,702,613 | 13,830,074 | 3,702,613 | ||||
Net loss | (367,130) | |||||||
Ending Balance at Sep. 30, 2022 | 114,072 | $ 22 | $ 6 | 1,889,759 | (202) | (1,775,513) | ||
Ending Balance (in shares) at Sep. 30, 2022 | 14,121,638 | 3,702,613 | 14,121,638 | 3,702,613 | ||||
Beginning Balance at Mar. 31, 2022 | 368,486 | $ 22 | $ 6 | 1,862,709 | (155) | (1,494,096) | ||
Beginning Balance (in shares) at Mar. 31, 2022 | 13,907,366 | 3,702,613 | 13,907,366 | 3,702,613 | ||||
Stock-based compensation | 12,791 | 12,791 | ||||||
Issuance Of Common Stock Under Equity Plans, Shares | 53,196 | |||||||
Issuance Of Common Stock Under Equity Plans | 27 | 27 | ||||||
Unrealized gain (loss) on available-for-sale marketable securities | (78) | (78) | ||||||
Net loss | (82,303) | (82,303) | ||||||
Ending Balance at Jun. 30, 2022 | 298,923 | $ 22 | $ 6 | 1,875,527 | (233) | (1,576,399) | ||
Ending Balance (in shares) at Jun. 30, 2022 | 13,960,562 | 3,702,613 | 13,960,562 | 3,702,613 | ||||
Stock-based compensation | 13,748 | 13,748 | ||||||
Issuance Of Common Stock Under Equity Plans, Shares | 137,136 | |||||||
Issuance Of Common Stock Under Equity Plans | 484 | 484 | ||||||
Issuance of common stock as consideratoin for the commitment under the Common Stock Purchase agreement | 23,940 | |||||||
Issuance of common stock as consideratoin for the commitment under the Common Stock Purchase agreement | 0 | |||||||
Unrealized gain (loss) on available-for-sale marketable securities | 31 | 31 | ||||||
Net loss | (199,114) | (199,114) | ||||||
Ending Balance at Sep. 30, 2022 | 114,072 | $ 22 | $ 6 | 1,889,759 | (202) | (1,775,513) | ||
Ending Balance (in shares) at Sep. 30, 2022 | 14,121,638 | 3,702,613 | 14,121,638 | 3,702,613 | ||||
Beginning Balance at Dec. 31, 2022 | 82,310 | $ 22 | $ 6 | 1,902,213 | (110) | (1,819,821) | ||
Beginning Balance (in shares) at Dec. 31, 2022 | 14,246,498 | 3,702,613 | 14,246,498 | 3,702,613 | ||||
Stock-based compensation | 5,328 | 5,328 | ||||||
Issuance Of Common Stock Under Equity Plans, Shares | 105,932 | |||||||
Issuance Of Common Stock Under Equity Plans | 441 | 441 | ||||||
Unrealized gain (loss) on available-for-sale marketable securities | 69 | 69 | ||||||
Net loss | (44,893) | (44,893) | ||||||
Ending Balance at Mar. 31, 2023 | 43,255 | $ 22 | $ 6 | 1,907,982 | (41) | (1,864,714) | ||
Ending Balance (in shares) at Mar. 31, 2023 | 14,352,430 | 3,702,613 | 14,352,430 | 3,702,613 | ||||
Beginning Balance at Dec. 31, 2022 | 82,310 | $ 22 | $ 6 | 1,902,213 | (110) | (1,819,821) | ||
Beginning Balance (in shares) at Dec. 31, 2022 | 14,246,498 | 3,702,613 | 14,246,498 | 3,702,613 | ||||
Net loss | (88,643) | |||||||
Ending Balance at Sep. 30, 2023 | 8,062 | $ 22 | $ 6 | 1,916,498 | 0 | (1,908,464) | ||
Ending Balance (in shares) at Sep. 30, 2023 | 14,849,265 | 3,702,613 | ||||||
Beginning Balance at Mar. 31, 2023 | 43,255 | $ 22 | $ 6 | 1,907,982 | (41) | (1,864,714) | ||
Beginning Balance (in shares) at Mar. 31, 2023 | 14,352,430 | 3,702,613 | 14,352,430 | 3,702,613 | ||||
Stock-based compensation | (2,124) | (2,124) | ||||||
Issuance Of Common Stock Under Equity Plans, Shares | 79,701 | |||||||
Warrants | 12 | 12 | ||||||
Unrealized gain (loss) on available-for-sale marketable securities | 24 | 24 | ||||||
Net loss | (14,004) | (14,004) | ||||||
Ending Balance at Jun. 30, 2023 | 27,163 | $ 22 | $ 6 | 1,905,870 | (17) | (1,878,718) | ||
Ending Balance (in shares) at Jun. 30, 2023 | 14,432,132 | 3,702,613 | 14,432,131 | 3,702,613 | ||||
Stock-based compensation | 4,759 | 4,759 | ||||||
Issuance Of Common Stock Under Equity Plans, Shares | 109,724 | |||||||
Issuance Of Common Stock Under Equity Plans | 328 | 328 | ||||||
Warrants | 4,811 | 4,811 | ||||||
Reverse stock split rounding adjustment | 65,533 | |||||||
Issuance of Class A shares, net of costs, under at the market offering ("ATM") | 730 | 730 | ||||||
Issuance of Class A shares, net of costs, under at the market offering ("ATM") | 241,877 | |||||||
Unrealized gain (loss) on available-for-sale marketable securities | 17 | 17 | ||||||
Net loss | (29,746) | (29,746) | ||||||
Ending Balance at Sep. 30, 2023 | $ 8,062 | $ 22 | $ 6 | $ 1,916,498 | $ 0 | $ (1,908,464) | ||
Ending Balance (in shares) at Sep. 30, 2023 | 14,849,265 | 3,702,613 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (88,643,000) | $ (367,130,000) |
Adjustments to reconcile net loss to cash flows used in operating activities | ||
Stock-based compensation | 7,975,000 | 43,580,000 |
Impairment expense | 0 | 75,116,000 |
Goodwill impairment | 0 | 58,251,000 |
Depreciation | 2,304,000 | 9,664,000 |
Amortization of intangible assets | 1,689,000 | 2,394,000 |
Inventory write-downs | 0 | 18,828,000 |
Non-cash lease expense | 2,540,000 | 1,370,000 |
Discount accretion on Senior Note | 1,117,000 | 0 |
(Gain) loss on change in fair value of contingent consideration | (23,900,000) | 29,249,000 |
Accretion (amortization) of marketable securities purchased at a premium (discount) | (716,000) | 33,000 |
Loss on marketable securities | 5,000 | 24,000 |
Trade accounts receivable | 3,774,000 | (3,107,000) |
Inventories | (9,544,000) | (15,466,000) |
Prepaid and other current assets | (2,320,000) | 3,768,000 |
Other non-current assets | (100,000) | (1,278,000) |
Accounts payable | 7,563,000 | 2,990,000 |
Lease liabilities | (2,236,000) | (1,207,000) |
Accrued expenses and other current liabilities | 6,432,000 | (2,125,000) |
Other non-current liabilities | 6,506,000 | 10,431,000 |
Net cash used in operating activities | (87,554,000) | (134,615,000) |
Cash flows from investing activities: | ||
Acquisition of trademark | 0 | (850,000) |
Purchases of marketable securities | 0 | (136,445,000) |
Proceeds from sales of marketable securities | 8,984,000 | 6,000,000 |
Proceeds from maturities of marketable securities | 61,010,000 | 47,250,000 |
Purchases of property, plant and equipment | (9,483,000) | (40,043,000) |
Net cash provided by (used in) investing activities | 60,511,000 | (124,088,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of Senior Note, net of discount | 12,125,000 | 0 |
Third-party issuance costs related to Senior Note | (1,355,000) | 0 |
Proceeds from issuance of common stock under equity plans | 769,000 | 1,304,000 |
Issuance of Class A shares, net of costs - ATM | 730,000 | 0 |
Net cash provided by financing activities | 12,269,000 | 1,304,000 |
Net decrease in cash, cash equivalents, and restricted cash | (14,774,000) | (257,399,000) |
Cash and cash equivalents and restricted cash at beginning of period | 33,644,000 | 325,007,000 |
Cash and cash equivalents and restricted cash at end of period | 18,870,000 | 67,608,000 |
Non-cash investing and financing activities: | ||
Assets acquired included in accounts payable, accrued expenses and other current liabilities | 1,226,000 | 2,777,000 |
Warrants to purchase common stock issued in conjunction with the Senior note | 4,811,000 | 0 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | $ 0 | $ 15,000 |
Description of Business, Basis
Description of Business, Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Business, Basis of Presentation and Significant Accounting Policies | Note 1 — Description of Business, Basis of Presentation and Significant Accounting Policies Description of Business Astra Space, Inc. (the "Company") designs, tests, manufactures and operates the next generation of launch services and space products and services that it expects to enable a new generation of global communications, earth observations, precision weather monitoring, navigation, and surveillance capabilities. The Company's mission is to Improve Life on Earth from Space® through greater connectivity and more regular observations and to enable a wave of innovation in Low Earth Orbit ("LEO") by expanding its space platform offerings. Currently, the Company's business consists of two segments, a mobile orbital launch system (“Launch Services”) and a space products business that produces the Astra Spacecraft Engine TM products (“Space Products”). Holicity Inc. (“Holicity”) was originally incorporated in Delaware and was established as a special purpose acquisition company, which completed its initial public offering in August 2020. On June 30, 2021 (the “Closing Date”), Holicity consummated a business combination (the “Business Combination”) pursuant to the Business Combination Agreement dated as of February 2, 2021 (the “BCA”), by and among Holicity, Holicity Merger Sub Inc., a wholly owned subsidiary of Holicity (“Merger Sub”), and Astra Space Operations, Inc. (“pre-combination Astra”). Immediately upon the consummation of the Business Combination, Merger Sub merged with and into pre-combination Astra with pre-combination Astra surviving the merger as a wholly owned subsidiary of Holicity. Holicity changed its name to “Astra Space, Inc.” and pre-combination Astra changed its name to “Astra Space Operations, Inc.” Unless the context otherwise requires, “Astra” and the “Company” refers to Astra Space, Inc., the combined company and its subsidiaries following the Business Combination and Astra Space Operations, Inc. prior to the Business Combination. See Note 3 — Acquisitions for further discussion of the Business Combination, included in the Notes to Consolidated Financial Statements in Astra’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (the "SEC") on March 30, 2023 (“2022 Annual Report”). The Company’s Class A common stock is listed on the Nasdaq Capital Market under the symbol “ASTR”. Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Astra and its subsidiaries, and 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 pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for financial reporting. The condensed consolidated financial statements included herein are unaudited, and reflect all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the periods presented. The condensed consolidated balance sheet data as of December 31, 2022 were derived from Astra’s audited consolidated financial statements included in its 2022 Annual Report. All intercompany transactions and balances have been eliminated in consolidation. The operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 , or for any other future period. Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. The impact of these reclassifications was not material to the condensed financial statements for the periods presented. Reverse Stock Split On July 6, 2023, the board of directors of the Company (the “Board”) approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Reverse Stock Split Amendment”) to effect (a) a 1-for-15 reverse stock split of the shares of the Company’s Class A common stock (the “Class A common stock”), par value $ 0.0001 per share, and (b) a 1-for-15 reverse stock split of the shares of the Company’s Class B common stock (the “Class B common stock), par value $ 0.0001 per share on September 13, 2023 (collectively, the “Reverse Stock Split”). The stockholders of the Company, at the 2023 annual meeting held on June 8, 2023 (the “Annual Meeting”), had previously approved the Reverse Stock Split at a ratio in the range of 1-for-5 to 1-for-15 , with the final decision of whether to proceed with the reverse stock split and the exact ratio and timing of the reverse stock split to be determined by the Board, in its discretion, no later than June 8, 2024. On September 12, 2023, the Company amended its existing Second Amended and Restated Certificate of Incorporation (the “Prior Certificate”), to implement the Reverse Stock Split by filing the Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware. The Amendment became effective at 4:01 PM Eastern Time on September 13, 2023 (the “Effective Time”), thereby giving effect to the Reverse Stock Split. The Prior Certificate was further amended, as of the Effective Time, to clarify that the Company will round up to the nearest whole shares for treatment of any fractional shares of Common Stock in connection with the Reverse Stock Split. The par value of the Company’s common stock and the number of authorized shares of the common stock were not affected by the Reverse Stock Split. The Class A common stock began trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market at the opening of trading on September 14, 2023. The trading symbol for the Class A common stock remained “ASTR”. The Class A common stock was assigned a new CUSIP number (04634X202) following the Reverse Stock Split. Unless otherwise noted, share numbers and per share amounts in this Quarterly Report on Form 10-Q reflect the Reverse Stock Split. Impact of the Reverse Stock Split The impacts of the Reverse Stock Split were applied retroactively for all periods presented in accordance with applicable guidance. Therefore, prior period amounts are different than those previously reported. Certain amounts within the following tables may not foot due to rounding. The following table illustrates changes in equity, as previously reported prior to, and as adjusted subsequent to, the impact of the Reverse Stock Split retroactively adjusted for the periods presented: September 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised Class A common stock 211,824,567 ( 197,702,929 ) 14,121,638 Class B common stock 55,539,188 ( 51,836,575 ) 3,702,613 June 30, 2023 June 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised As Previously Reported Impact of Reverse Stock Split Revised Class A common stock 216,481,966 ( 202,049,834 ) 14,432,132 209,408,425 ( 195,447,863 ) 13,960,562 Class B common stock 55,539,188 ( 51,836,575 ) 3,702,613 55,539,188 ( 51,836,575 ) 3,702,613 March 31, 2023 March 31, 2022 As Previously Reported Impact of Reverse Stock Split Revised As Previously Reported Impact of Reverse Stock Split Revised Class A common stock 215,286,444 ( 200,934,014 ) 14,352,430 208,610,490 ( 194,703,124 ) 13,907,366 Class B common stock 55,539,188 ( 51,836,575 ) 3,702,613 55,539,188 ( 51,836,575 ) 3,702,613 December 31, 2022 December 31, 2021 As Previously Reported Impact of Reverse Stock Split Revised As Previously Reported Impact of Reverse Stock Split Revised Class A common stock 213,697,468 ( 199,450,970 ) 14,246,498 207,451,107 ( 193,621,033 ) 13,830,074 Class B common stock 55,539,188 ( 51,836,575 ) 3,702,613 55,539,189 ( 51,836,576 ) 3,702,613 The following table illustrates changes in loss per share and weighted average shares outstanding, as previously reported prior to, and as adjusted subsequent to, the impact of the Reverse Stock Split retroactively adjusted for the periods presented: Three Months Ended September 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised Class A common stock: Weighted average shares outstanding - basic and diluted 210,788,116 ( 196,735,575 ) 14,052,541 Loss per share - basic and diluted $ ( 0.75 ) $ ( 10.46 ) $ ( 11.21 ) Class B common stock: Weighted average shares outstanding - basic and diluted 55,539,188 ( 51,836,575 ) 3,702,613 Loss per share - basic and diluted $ ( 0.75 ) $ ( 10.46 ) $ ( 11.21 ) Nine Months Ended September 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised Class A common stock: Weighted average shares outstanding - basic and diluted 209,317,361 ( 195,362,870 ) 13,954,491 Loss per share - basic and diluted $ ( 1.39 ) $ ( 19.40 ) $ ( 20.79 ) Class B common stock: Weighted average shares outstanding - basic and diluted 55,539,188 ( 51,836,575 ) 3,702,613 Loss per share - basic and diluted $ ( 1.39 ) $ ( 19.40 ) $ ( 20.79 ) The following outstanding stock options and restricted stock units exercisable or issuable into shares of Class A common stock were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: September 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised Stock options 7,139,177 ( 6,663,232 ) 475,945 Restricted stock units 18,759,814 ( 17,509,160 ) 1,250,654 Total antidilutive shares excluded from loss per share - diluted 25,898,991 ( 24,172,392 ) 1,726,599 Restricted stock awards were adjusted retroactively to give effect to the Reverse Stock Split for the nine months ended September 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised No. of Weighted- Average Exercise Price No. of Weighted- Average Exercise Price No. of Weighted- Average Exercise Price Outstanding – December 31, 2021 10,678,818 $ 9.20 ( 9,966,896 ) $ 130.18 711,922 $ 139.38 Granted 13,760,707 2.51 ( 12,843,326 ) 35.08 917,381 37.59 Vested ( 2,737,757 ) 8.40 2,555,239 120.35 ( 182,518 ) 128.75 Forfeited ( 2,941,954 ) 7.18 2,745,823 105.74 ( 196,131 ) 112.92 Outstanding - September 30, 2022 18,759,814 $ 4.73 ( 17,509,160 ) $ 66.50 1,250,654 $ 71.23 Stock options were adjusted retroactively to give effect to the Reverse Stock Split for the nine months ended September 30, 2022: As Previously Reported Impact of Reverse Stock Split Revised No. of Weighted- Average Exercise Price No. of Weighted- Average Exercise Price No. of Weighted- Average Exercise Price Outstanding – December 31, 2021 20,326,384 $ 7.52 ( 18,971,291 ) $ 104.63 1,355,093 $ 112.14 Granted 1,242,027 4.85 ( 1,159,225 ) 67.94 82,802 72.79 Exercised ( 620,145 ) 0.45 578,802 6.37 ( 41,343 ) 6.82 Forfeited ( 267,189 ) 1.18 249,376 16.49 ( 17,813 ) 17.67 Expired ( 5,067 ) 6.75 4,729 94.50 ( 338 ) 101.25 Outstanding - September 30, 2022 20,676,010 $ 7.61 ( 19,297,609 ) $ 106.60 1,378,401 $ 114.21 Liquidity The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these unaudited condensed consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of ASC Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these unaudited condensed consolidated financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within the control of the Company as of the date the unaudited condensed consolidated financial statements are issued. When substantial doubt exists, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the unaudited condensed consolidated financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued. The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months through November 2024. Since inception, the Company has incurred significant operating losses and has an accumulated deficit of approximately $ 1.9 billion . As of September 30, 2023, the Company’s existing sources of liquidity included cash and cash equivalents of $ 13.9 million and restricted cash of $ 5.0 million . The restricted cash is held in a control account as collateral for the Senior Note issued to a New Jersey based investment firm, on August 4, 2023, (the "Senior Note") and may only be disbursed under the term of the Securities Purchase Agreement. See Note 6. Senior Note and Warrants for more information about the Company's obligations under the Senior Note. The Company believes that its current level of cash and cash equivalents are not sufficient to fund commercial scale production and sale of its services and products. To proceed with the Company’s business plan and continue the Company's business operations, the Company will need to raise substantial additional funds through the issuance of additional debt, equity or both. Until such time, if ever, the Company can generate revenue sufficient to achieve profitability, the Company expects to finance its operations through equity or debt financing, which may not be available to the Company on the timing needed or on terms that the Company deems to be favorable. To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the ownership interest of its stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting the Company’s ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If the Company is unable to obtain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. The Company may be required to delay, limit, reduce or terminate its product development activities or future commercialization efforts or cease business operations. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all. In an effort to alleviate these conditions, the Company continues to seek and evaluate additional opportunities to raise additional capital through the issuance of equity or debt securities or potential sale of assets. See Note 6 – Senior Note and Warrants, Note 9 – Stockholder’s Equity and Note 13 – Subsequent Events for information about the Company’s recent capital raising activities and the restrictions on the Company’s business activities related to these capital raising activities. The Company's ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, its performance and investor sentiment with respect to the Company and its industry. As a result of these uncertainties, and notwithstanding management’s plans and efforts to date, there is substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements. If the Company is unable to raise substantial additional capital in the near term, the Company's operations and production plans will be further scaled back or curtailed. If the funds raised are insufficient to provide a bridge to full commercial production at a profit, the Company's operations could be severely curtailed or cease entirely and the Company may not realize any significant value from its assets. The Company has, however, prepared these unaudited condensed consolidated financial statements on a going concern basis, assuming that the Company's financial resources will be sufficient to meet its capital needs over the next twelve months. Accordingly, the Company's financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should it be unable to continue in operation for the next twelve months. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, marketable securities, and accounts receivable. The Company maintains cash and cash equivalent balances in bank accounts with multiple banking partners. All cash accounts are located in the United States (“U.S.”) and insured by the FDIC up to $ 250,000 . Marketable securities consist of highly liquid investments with financial institutions, which management believes to be of a high credit quality. The Company's accounts receivable are derived from revenue earned from customers or invoices billed to customer that represent unconditional right to consideration located within the U.S. The Company mitigates collection risks from its customers by performing regular credit evaluations of the Company's customers’ financial conditions. The Company believes there is no exposure to any significant credit risks related to its cash and cash equivalents or accounts receivable and has not experienced any losses in such accounts. The following customer's outstanding accounts receivable accounted for greater than 10% of the Company's trade accounts receivable as of the date reflected: September 30, 2023 December 31, 2022 Customer 1 26.6 % — Customer 2 24.7 % 21.7 % Customer 3 — 53.3 % Customer 4 — 20.8 % For the three and nine months ended September 30, 2023 and 2022, the following customers accounted for greater than 10% of the Company's total revenues: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Customer 1 100.0 % — 100 % — Customer 2 — 100.0 % — 29.6 % Customer 3 — — — 59.2 % ____________ Impairment of long-lived assets, indefinite-lived intangibles and goodwill The Company performs an annual impairment review of goodwill and indefinite-lived intangible assets during the fourth fiscal quarter of each year, and more frequently if the Company believes that indicators of impairment exist. Long-lived assets are tested for recoverability when events or changes in circumstances indicate that their carrying amounts may not be recoverable. As of the third quarter of fiscal year 2022, the Company determined that impairment indicators were present based on the existence of substantial doubt about the Company’s ability to continue as a going concern, a sustained decrease in the Company’s share price and macroeconomic factors. Accordingly, the Company proceeded with the quantitative impairment tests. For indefinite-lived intangible assets, the Company compared the carrying amount of the asset to its fair value, resulting in a non-cash impairment charge, as described further in Note 5 – Intangible Assets. For the long-lived assets, the Company compared the sum of the undiscounted future cash flows attributable to the Launch Services and Space Products asset groups (the lowest level for which identifiable cash flows are available) to their respective carrying amounts and concluded that the Space Products asset group was recoverable. The Launch Services asset group was not recoverable, and the Company proceeded with the comparison of the asset group’s carrying amount to its fair value, resulting in a non-cash impairment charge, as described further in Note 4 – Supplemental Financial Information . For goodwill, the Company compared the carrying amount of the reporting unit to its fair value. During the third quarter of fiscal year 2022, the Company took steps to realign management and internal reporting, resulting in two operating and reportable segments, as described further in Note 12 – Segment Information. In accordance with the accounting guidance under ASC 350, the reorganization triggered a goodwill impairment test based on the reporting structure immediately before the reorganization, as a single reporting unit, resulting in a non-cash impairment charge writing off the entire goodwill balance, as described further in Note 5 – Intangible Assets. Fair values of the Company’s reporting units were determined using the discounted cash flow model and fair value of the trade name was determined using the relief-from-royalty method. Significant inputs include discount rates, growth rates, and cash flow projections, and for the trade name, the royalty rate. These valuation inputs are considered Level 3 inputs as defined by ASC 820 Fair Value Measurement . Use of Estimates and Judgments The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the unaudited condensed consolidated financial statements and accompanying notes. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates. Significant items subject to such estimates and assumptions include the valuation of goodwill and long-lived assets, inventory valuation and reserves, stock-based compensation, useful lives of intangible assets and property, plant and equipment, deferred tax assets, income tax uncertainties and other contingencies. Significant Accounting Policies There have been no changes to the Company’s significant accounting policies described in the Company’s 2022 Annual Report that have had a material impact on its unaudited condensed consolidated financial statements and related notes. Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company adopted the ASU on January 1, 2023. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Recently Issued Accounting Standards Not Yet Adopted In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provided temporary relief when transitioning from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”) or another applicable rate during the original transition period ending on December 31, 2022. In March 2021, the UK Financial Conduct Authority (the “FCA”) announced that the intended cessation date of the overnight 1-, 3-, 6-, and 12-month tenors of U.S. dollar LIBOR would be June 30, 2023, which is beyond the current sunset date of Topic 848. In light of this development, the FASB issued this update to defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The Company does not have material LIBOR related contracts and the Company's adoption of this new guidance will not have a material impact on its financial position, results of operations, cash flows, or related disclosures. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2023 | |
Revenues [Abstract] | |
Revenues | Note 2 — Revenues The work performed by the Company in fulfilling Launch Services and Space Products performance obligations is not expected to create an asset to the customer since the launch vehicle that is built to deliver the customer’s payload into orbit will not be owned by the customer nor will the propulsion systems that are built to thrust the customers' satellite into orbit be controlled by the customer until they are delivered to the customer. The Company recognizes revenue at a point in time upon satisfaction of the performance obligations under its Launch Services and Space Products agreements . The following table presents revenue disaggregated by type for the periods presented: Three Months Ended Nine Months Ended in thousands 2023 2022 2023 2022 Launch services $ — $ — $ — $ 5,899 Space products 256 2,777 963 3,471 Total revenues $ 256 $ 2,777 $ 963 $ 9,370 Contracts with governmental entities involving research and development milestone activities do not represent contracts with customers under ASC 606 and as such, amounts received are recorded in other income in the unaudited condensed consolidated statements of operation s. No such income was recorded for the three months ended September 30, 2023 or 2022. The Company recorded $ 1.5 million and $ 0.4 million of other income for the nine months ended September 30, 2023 and 2022, respectively. Contract balances Contract assets and liabilities reflect timing differences between the receipt of consideration and the fulfillment of performance obligations under a contract with a customer. Contract assets reflect performance obligations satisfied and revenues recognized in advance of a customer billing. Contract liabilities reflect consideration received in advance of the satisfaction of a performance obligation under a contract with a customer. Contract assets become trade receivables once the Company's rights to consideration become unconditional. Such rights are considered unconditional if only the passage of time is required before payment of that consideration is due. Contract costs are those costs which are directly related to fulfillment of specified customer contracts. The Company had deferred contract costs of $ 2.7 million and $ 2.4 million as of September 30, 2023 and December 31, 2022, respectively. The Company had contract liabilities of $ 39.6 million and $ 24.1 million as of September 30, 2023 and December 31, 2022, respectively. During the three and nine months ended September 30, 2023, the Company recognized $ 0.3 million and $ 1.0 million , respectively, of revenue that was included in the contract liabilities balance at the beginning of the periods. During the three and nine months ended September 30, 2022, the Company recognized revenue of $ 0.3 million and $ 5.2 million , respectively, that was included in the contract liabilities balance at the beginning of the periods. Remaining performance obligations Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. Customers are not considered committed when they are able to terminate their contractual obligations to the Company without payment of a substantial penalty under the contract. The Company had unsatisfied performance obligations based on contractual terms of $ 101.8 million as of September 30, 2023, $ 57.8 million of which is expected to be achieved by September 2024, and $ 44.0 million of which is expected to be achieved some time between October 2024 an d 2028. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 3 — Fair Value Measurements The Company measures its financial assets and liabilities at fair value each reporting period using a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value, as follows: Level 1 Observable inputs, such as quoted prices in active markets for identical assets or liabilities; Level 2 Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3 Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company uses the market approach to measure fair value for its financial assets. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. The carrying amounts of the Company's financial instruments, which include cash equivalents, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities and certain other current liabilities and Senior Note, net of discount approximate fair value because of their short-term maturities. The following table presents information about the Company’s assets and liabilities at December 31, 2022, that were measured at fair value on a recurring basis: in thousands December 31, 2022 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market account $ 21,909 $ — $ — $ 21,909 Marketable securities US Treasury securities 14,713 — — 14,713 Corporate debt securities — 16,915 — 16,915 Commercial paper — 34,698 — 34,698 Asset backed securities — 2,847 — 2,847 Total financial assets $ 36,622 $ 54,460 $ — $ 91,082 Liabilities: Contingent consideration $ — $ — $ 33,900 $ 33,900 Total financial liabilities $ — $ — $ 33,900 $ 33,900 The Company began investing in available-for-sale marketable securities in the first quarter of 2022. These marketable securities are classified as short term investments on the unaudited condensed consolidated balance sheets. In connection with the Senior Note, the Company fully liquidated its portfolio of marketable securities in August 2023, resulting in an immaterial loss during the three months ended September 30, 2023. As of September 30, 2023 , the Company had no available-for-sale marketable securities on its condensed consolidated balance sheet. The following is a summary of available-for-sale marketable securities as of and December 31, 2022: in thousands December 31, 2022 Description Amortized Cost Gross Unrealized Loss Fair Value U.S. Treasury securities $ 14,763 $ ( 50 ) $ 14,713 Corporate debt securities 16,972 ( 57 ) 16,915 Commercial paper 34,698 — 34,698 Asset backed securities 2,850 ( 3 ) 2,847 Total available-for-sale marketable securities $ 69,283 $ ( 110 ) $ 69,173 The following table presents the breakdown of the available-for-sale marketable securities in an unrealized loss position as of December 31, 2022: in thousands December 31, 2022 Fair Value Gross Unrealized Loss U.S. Treasury securities Less than 12 months $ 14,713 $ ( 50 ) Total $ 14,713 $ ( 50 ) Corporate debt securities Less than 12 months $ 16,915 $ ( 57 ) Total $ 16,915 $ ( 57 ) Commercial paper Less than 12 months $ 34,698 $ — Total $ 34,698 $ — Asset backed securities Less than 12 months $ 2,847 $ ( 3 ) Total $ 2,847 $ ( 3 ) There were no realized gains or losses on available-for-sale marketable securities during the three and nine months ended September 30, 2022. The following table presents the fair value and amortized cost of available-for-sale marketable securities, as of December 31, 2022, due in one year: December 31, 2022 in thousands Amortized Cost Fair Value Due in 1 year or less $ 69,283 $ 69,173 The following table presents a summary of the changes in fair value of the Company's Level 3 financial instruments: in thousands Contingent Consideration Fair value as of December 31, 2022 $ 33,900 Gain on change in fair value of contingent consideration ( 23,900 ) Fair value as of September 30, 2023 $ 10,000 in thousands Contingent Consideration Fair value as of December 31, 2021 $ 13,700 Loss on change in fair value of contingent consideration 29,249 Fair value as of September 30, 2022 $ 42,949 In connection with the Apollo Fusion, Inc. ("Apollo") acquisition, the Company was required to make contingent payments in cash and Class A common stock, subject to the Apollo assets achieving certain revenue and contract thresholds from the date of the acquisition through December 31, 2023. The fair value of the contingent consideration related to the acquisition of Apollo is classified as a Level 3 financial instrument. As of the closing date of July 1, 2021 and through the quarter ended March 31, 2023, the Company used a Monte Carlo simulation model to determine the fair value of the contingent consideration due to the significant variability of estimating future revenues and contracts during those prior periods. The Monte Carlo simulation considered assumptions including revenue volatility, risk free rates, discount rates and additional revenue discount rate. Additionally, other key assumptions used in the Monte Carlo simulation included forecasted revenues from new customers and probability of achieving them. The following table sets forth the significant assumptions utilized to determine the fair value of contingent consideration as of December 31, 2022: December 31, Risk-free interest rate 4.14 % Expected revenue volatility 19.00 % Revenue discount rate 10.00 % Discount rate 7.50 % During the quarter ended June 30, 2023, given the limited number of months remaining in the earn-out period with correspondingly fewer uncertainties, the Company estimated the fair value of the contingent consideration using its then current forecast of eligible revenues and contracts through December 31, 2023. On August 14, 2023, the Company and Fortis Advisors, LLC, as representative of certain former Apollo converting shareholders of Apollo Fusion, Inc. (the "Apollo Holders") entered into the Settlement Agreement and General Release (the "Settlement Agreement"), the terms under which provide for the settlement of the Company's obligation to the Apollo Holders and a general release of both parties of all claims. The Settlement Agreement provided two settlement options which the Company may elect at its sole discretion: Option 1, on or before October 2, 2023 , a $ 2.0 million cash payment in immediately available funds, plus the number of immediately freely tradeable shares rounded up to the nearest whole share, of Class A common stock, determined by dividing $ 8.0 million by the 10-day volume weighted average price of the Company's Class A common stock as traded on the Nasdaq Capital Market; or Option 2, under which, on or before October 2, 2023 , the Company will make a $ 7.0 million cash payment in immediately available funds. On September 29, 2023, the Company elected Option 1 to deliver to the Apollo Holders $ 2.0 million in immediately available funds and $ 8.0 million of immediately freely tradeable shares of the Company's Class A common stock. Due to Nasdaq Listing Rule 5635(d), the Company amended the settlement agreement to defer the amount of shares in excess of 20 % of the Company's outstanding common stock (approximately $ 866,662 plus interest at an annual rate of 6 % for up to 60 days until stockholder approval is obtained. The Company expects to settle the remaining amount by paying cash instead of seeking shareholder approval to issue the requisite shares of its common stock. Based on this settlement election, the contingent consideration liability was adjusted to $ 10.0 million as of September 30, 2023, resulting in a $ 4.5 million gain related to the settlement of contingent consideration for the three months ended September 30, 2023. See Note 13 – Subsequent Events for additional information related to the Company's settlement of the contingent consideration obligation and its further obligations to the Apollo Holders. |
Supplemental Financial Informat
Supplemental Financial Information | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Financial Information Abstract | |
Supplemental Financial Information | Note 4 — Supplemental Financial Information Inventories in thousands September 30, December 31, Raw materials $ 11,493 $ 2,622 Work in progress 2,193 1,520 Finished goods — — Inventories $ 13,686 $ 4,142 There were no inventory write-downs during the three and nine months ended September 30, 2023. There were no inventory write-downs recorded during the three months ended September 30, 2022. There were $ 18.8 million of inventory write-downs recorded within cost of revenues during the nine months ended September 30, 2022, of which $ 10.2 million of inventory write-downs related to the discontinuance of production of the former version of the Company's launch vehicle as it focused on developing a new version of its launch system. The amounts as of December 31, 2022 have been revised to correct the classification of inventory between raw materials and work in progress and to correct the classification of deferred contract costs from inventory to prepaid and other current assets. During the three months ended September 30, 2023, the Company recorded a $ 1.3 million decrease to inventory and a corresponding increase to research and development expense to correct errors in the inventory reserves and the allocation of labor and overhead to work in progress. T he Company does not deem the adjustment material to the condensed consolidated financial statements. Prepaid and Other Current Assets in thousands September 30, December 31, Deposits $ 5,783 $ 379 Prepaid license and other prepaid expenses 2,577 3,589 Employee Retention Credit - Payroll Tax 2,101 4,283 Deferred contract costs 2,739 2,446 Other current assets 2,616 2,799 Prepaid and other current assets $ 15,816 $ 13,496 Property, Plant and Equipment, net Presented in the table below are the major classes of property, plant and equipment: in thousands September 30, December 31, Construction in progress $ 5,130 $ 8,309 Computer and software 4,140 2,810 Leasehold improvements 10,100 10,390 Research equipment 9,737 9,042 Production equipment 21,957 14,100 Furniture and fixtures 567 565 Total property, plant and equipment 51,631 45,216 Less: accumulated depreciation ( 22,309 ) ( 20,945 ) Property, plant and equipment, net $ 29,322 $ 24,271 Depreciation expense amounted to $ 0.4 million and $ 3.7 million for the three months ended September 30, 2023 and 2022, respectively. Depreciation expense amounted to $ 2.3 million and $ 9.7 million for the nine months ended September 30, 2023 and 2022, respectively. No impairment charges were recorded for the three and nine months ended September 30, 2023 . The Company recorded a non-cash impairment charge of $ 70.3 million primarily related to leasehold improvements, production equipment and research equipment of Launch Services in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022. During the three months ended September 30, 2023, the Company recorded a $ 1.3 million increase to property, plant and equipment and a corresponding decrease to research and development expense to correct prior period errors. The Company does not deem the adjustment material to the condensed consolidated financial statements. Accrued Expenses and Other Current Liabilities in thousands September 30, December 31, Employee compensation and benefits $ 4,675 $ 5,861 Contract liabilities, current portion 33,349 24,137 Professional services 2,034 756 Accrued expenses 3,694 4,423 Accrued inventory purchases 3,680 2,848 Other (miscellaneous) 1,226 4,018 Accrued expenses and other current liabilities $ 48,658 $ 42,043 Other Non-Current Liabilities in thousands September 30, December 31, Contract liabilities, net of current portion $ 6,190 $ - Other (miscellaneous) 2,111 1,796 Other non-current liabilities $ 8,301 $ 1,796 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5 — Intangible Assets in thousands Carrying Amount Accumulated Amortization Net Book Value September 30, 2023 Definite-lived intangible assets Developed technology $ 9,909 $ ( 4,076 ) $ 5,833 Customer contracts and related relationship 2,383 ( 1,879 ) 504 Trade names 123 ( 123 ) — Intangible assets subject to amortization 12,415 ( 6,078 ) 6,337 Indefinite-lived intangible assets Trademarks 2,106 — 2,106 Total $ 14,521 $ ( 6,078 ) $ 8,443 There were no impair ment charges for the three and nine months ended September 30, 2023. For the three and nine months ended September 30, 2022, the Company recorded a pre-tax impairment charge of $ 4.8 million related to intangible assets and a pre-tax impairment charge, fully impairing its goodwill balance of $ 58.3 million, respectively. See Note 1 – Description of Business, Basis of Presentation and Significant Accounting Policies for discussion of events triggering the long-lived assets and goodwill impairment test as of September 30, 2022. in thousands Carrying Amount Accumulated Amortization Net Book Value December 31, 2022 Definite-lived intangible assets Developed technology $ 9,909 $ ( 2,910 ) $ 6,999 Customer contracts and related relationship 2,383 ( 1,376 ) 1,007 Trade names 123 ( 103 ) 20 Intangible assets subject to amortization 12,415 ( 4,389 ) 8,026 Indefinite-lived intangible assets Trademarks 2,106 — 2,106 Total $ 14,521 $ ( 4,389 ) $ 10,132 Based on the amount of intangible assets as of September 30, 2023, the expected amortization expense for each of the next five years and thereafter is as follows: in thousands Expected Amortization Expense 2023 (remainder) $ 558 2024 1,891 2025 1,555 2026 1,555 2027 778 Total Intangible assets subject to amortization $ 6,337 |
Senior Note and Warrants
Senior Note and Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Debt Instruments [Abstract] | |
Senior Note and Warrants | Note 6 — Senior Note and Warrants Securities Purchase Agreement On August 4, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with a New Jersey based institutional investor (the “Senior Note Investor”) pursuant to which the Senior Note Investor agreed to purchase, and the Company agreed to issue and sell in a registered direct offering to the Senior Note Investor (the “Offering”), $ 12.5 million aggregate principal amount of Senior Note (the “Senior Note”) and warrants (the “Initial Warrants”) to purchase up to 1.5 million shares of the Company’s Class A common stock ( 22.5 million shares prior to the Reverse Stock Split) (the “Class A Common Stock” and such shares of Class A Common Stock issuable upon exercise of the Initial Warrants, (the “Warrant Shares”), subject to customary closing conditions. The Senior Note Investor purchased the Initial Note at a discount to their face value for a total purchase price of $ 12.1 million . The Company received net proceeds of $ 10.8 million , after deducting the placement agent fee and offering expenses. The Company used the proceeds of the Senior Note for working capital and general corporate purposes. Subject to the satisfaction of the conditions in the Purchase Agreement, the Company may issue and sell to the Investor up to an additional $ 7.5 million aggregate principal amount of Senior Note (the “Additional Note” and, together with the Senior Note, the “Notes”) and warrants (the “Additional Warrants” and, together with the Initial Warrants, the “Warrants”) to purchase the aggregate number of shares of Class A Common Stock equal to 65 % of the aggregate principal amount of the Additional Note issued divided by the Market Stock Price (as defined in the Notes). The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, obligations of the parties, termination provisions and closing conditions. Pursuant to the Securities Purchase Agreement, the Company has agreed to indemnify the Investor against certain liabilities. The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The Securities Purchase Agreement also includes certain covenants that, among other things, limit the Company’s ability to issue certain types of securities for specified periods of time. Certain of those conditions in the Purchase Agreement for the issuance of Additional Notes include, but are not limited to: (i) the daily VWAP (as defined in the Warrants) of the Class A Common Stock on Nasdaq is not less than $ 1.00 , (ii) after giving pro forma effect to the proposed subsequent closings, the Company’s pro forma indebtedness does not exceed certain specified relative percentages of its market capitalization, (iii) the last funding date under the Securities Purchase Agreement was at least 90 days prior to the proposed subsequent closing, (iv) on the subsequent closing date, the Company will have aggregate capacity to generate gross proceeds of at least $ 20.0 million under an approved at-the-market equity program and/or equity line; and (v) if the Company reports cash and cash equivalents of less than $ 50.0 million at the end of the calendar quarter immediately preceding the date of such Additional Note purchase, the Company’s Available Cash (as defined in the Purchase Agreement) on the last calendar day of such quarterly period must be greater than or equal to (x) the sum of the Company’s cash and cash equivalents on the last calendar day of the immediately preceding calendar quarter, less (y) $ 10.0 million. No offer to sell Additional Note to the Investor may occur earlier than two trading days following the Company’s public announcement of its earnings for the fiscal year ended December 31, 2023 and no later than August 4, 2024. The Securities Purchase Agreement also provides that for (i) 60 calendar days after August 4, 2023 and (ii) 45 days after each subsequent closing date pursuant to the Securities Purchase Agreement, the Company and its subsidiaries may not, directly or indirectly, register, offer, sell, grant any option or right to purchase, issue or otherwise dispose of, including make any filing to do the same, any equity or equity-linked securities, subject to limited exceptions, including without limitation, sales pursuant to the Sales Agreement. So long as the Notes are outstanding, the Securities Purchase Agreement provides that the Company may not directly or indirectly, offer, sell, grant any option to purchase or otherwise dispose of any of its or its subsidiaries’ equity, equity-linked, equity equivalent securities or securities convertible into or exercisable for equity (excluding offerings of Class A Common Stock through an approved at-the-market equity program) unless the Company offers certain participation rights to the holders of the Notes, subject to limited exceptions. So long as any Notes or Warrants are outstanding, the Securities Purchase Agreement also provides that the Company and its subsidiaries may not effect or enter into any “Variable Rate Transactions” (as defined in the Purchase Agreement). Sales of Class A common stock pursuant to an approved at-the-market equity program, including the Sales Agreement, will not be considered Variable Rate Transactions. Notes The Senior Note has not been issued pursuant to an indenture. The Senior Note was issued at a 3 % discount and matures on November 1, 2024 , provided, that the maturity date may be extended for up to an additional year by written agreement of the Company and the holders thereof. The Senior Note bears interest at 9.0 % per annum, which interest rate would increase to 15.0 % per annum upon the existence of an Event of Default (as defined in the Senior Note). The Company is required to make quarterly cash amortization payments, consisting of $ 2.5 million payment of principal plus accrued and unpaid interest. The Senior Note is secured by first-priority security interests in all tangible and intangible assets, now owned and hereafter created or acquired, of the Company and its subsidiaries. Pursuant to Section 8(J)(i) of the Senior Note, the Company is required to have at least $ 15.0 million of cash and cash equivalents in one or more deposit accounts subject to one or more control agreements entered into in favor of the Investor (the “Cash Requirement”). Additionally, pursuant to Section 8(J)(iii) of the Senior Note, the Company is also required to deliver to the Senior Note Investor on or prior to the first business day of each month a compliance certificate, certifying whether or not the Company has satisfied specified requirements during the immediately preceding calendar month (the “Compliance Certificate”). Each of the failures to meet the Cash Requirement and the failure to deliver the Compliance Certificate is an event of default under the Senior Note. The Company may redeem all (or a portion thereof not less than $ 5.0 million) of the Notes at a price of 105 % of the then-outstanding principal amount at any time. Upon a Fundamental Change (as defined in the Notes), a holder may require the Company to repurchase the Notes at a price equal to 105 % of the aggregate principal amount of the Notes to be repurchased. The Notes impose certain customary affirmative and negative covenants upon the Company, as well as covenants that, among other things, restrict the Company and its subsidiaries from incurring any additional indebtedness or suffering any liens, subject to specified exceptions and restrict the ability of the Company and its subsidiaries from making certain investments, subject to specified exceptions. If an event of default under the Notes occurs, the holders of the Notes can elect to accelerate all amounts due under the Notes for cash equal to 115 % of the then-outstanding principal amount of the Notes, plus accrued and unpaid default interest, which accrues at a rate per annum equal to 15 % from the date of a default or event of default. Warrants The Initial Warrants expire August 4, 2028 and are immediately exercisable upon issuance at an exercise price of $ 6.75 per Share (or $ 0.45 per share before the Reverse Stock Split), subject to certain adjustments. The exercise price of the Warrants, and the number of Warrant Shares potentially issuable upon exercise of the Warrants, will be adjusted proportionately if the Company subdivides its shares of common stock into a greater number of shares or combines its shares of common stock into a smaller number of shares. In addition, until the earlier to occur of (i) such date as the Company has completed Equity Issuances (as defined in the Warrants) after August 4, 2023 for gross proceeds of at least $ 20.0 million, and (ii) August 4, 2024, if the Company grants, issues or sells or is deemed to have granted, issued or sold, any shares of Class A Common Stock (excluding any Excluded Securities (as defined in the Warrants)) for a consideration per share (the “ New Issuance Price ”) less than a price equal to the Warrant exercise price in effect immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “ Dilutive Issuance ”), then immediately after such Dilutive Issuance, the Warrant exercise price then in effect will be reduced to an amount equal to the New Issuance Price. The Warrants have been adjusted in connection with the Reverse Stock Split. The Warrants were recognized as a component of permanent stockholders’ equity within additional paid-in-capital on the condensed consolidated balance sheets and are recorded at the issuance date using a relative fair value allocation method. The Company determined the fair value of the Initial Warrants at issuance, which resulted in a discount on the Senior Note, and allocated the proceeds from the offer and sale of the Senior Note proportionately to the Senior Note and to the Initial Warrants, of which $ 4.8 million has been allocated to the Initial Warrants. The Company determined the fair value of the Initial Warrants as of August 4, 2023 using the Black-Scholes option pricing model and applying the following assumptions: Expected terms (years) 5.0 Expected volatility 93.6 % Risk-free interest rate 3.99 % Expected dividend rate — Grant-date fair value $ 6.00 Exercise Price $ 6.75 The Senior Note was issued at 97% of par, resulting in net cash proceeds of $ 12.1 million , after deducting the $ 0.4 million discount fee withheld by the lender and before placement agent fee and offering expenses. In connection with entering into the Senior Note, the Company incurred $ 1.4 million of offering expenses, including agent fees, accounting and legal fees paid directly to the lenders and other direct third-party costs. Total issuance costs also include the fair value of $ 4.8 million of warrants. The Company allocated all costs to the Senior Note including lender discount fees, third-party issuance costs and fair value of warrants for an aggregate of $ 6.5 million as unamortized discount, which are being amortized to non-cash interest expense over the term of the Initial Note using the effective interest method. The net proceeds to the Company after deducting lender fees, cash paid to third-parties for issuance costs and the fair value of Warrants was as follows: in thousands Senior Note Principal $ 12,500 Less: lender original issue discount (1) 375 Net cash proceeds 12,125 Less: cash expenses for third-party issuance costs (1) 1,356 Net proceeds after lender fees and third-party issuance costs 10,769 Less: Discount associated with fair value of Warrants (1) 4,811 Senior Note, net proceeds after lender fees, third-party issuance costs and Warrants $ 5,958 (1) amounts have been accounted for as debt discount and are being amortized to interest expense over the term of the loan using the effective interest method. The Company has classified the Senior Note as current liabilities on its condensed consolidated balance sheets as of September 30, 2023 due to events of default occurring after the balance sheet date, as a result of the Company's ongoing failure to maintain the $ 15.0 million minimum unrestricted cash balance. The Company also considered its current liquidity constraints and its ability to continue as a going concern. The carrying value of the Senior Note on the Company's condensed consolidated balance sheets is reported net of unamortized debt discount and issuance costs as follows: in thousands Senior Note $ 12,500 Less: Unamortized debt discount and issuance costs ( 5,424 ) Carrying value of Senior Note $ 7,076 The effective interest rate on the Senior Note, including the discount accretion was 62.45 % as of September 30, 2023. See Note 13 – Subsequent Events for information related to events that have occurred after September 30, 2023 regarding the Senior Note and Warrants. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 — Income Taxes The Company computes its provision for income taxes by applying the estimated annual effective tax rate to year-to-date income from recurring operations and adjusts the provision for discrete tax items recorded in the period. There has historically been no federal or state provision for income taxes because the Company has incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. For the three and nine months ended September 30, 2023 and 2022 , the Company recognized no provision for income taxes consistent with the losses incurred and the valuation allowance against the deferred tax assets. Utilization of net operating loss carryforwards, tax credits and other attributes may be subject to future annual limitations due to the ownership change limitations provided by Section 382 of the Internal Revenue Code and similar state provisions. The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is not currently under examination by income tax authorities in federal, state or other jurisdictions. All tax returns will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss or credits. On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15 % minimum tax on book income of certain large corporations, a 1 % excise tax on net stock repurchases and several tax incentives to promote clean energy. Based on the Company's current analysis of the provisions, the Company does not believe this legislation will have a material impact on its consolidated financial statements. The Company will continue to monitor for additional guidance related to the Act. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies Legal Proceedings The Company is party to ordinary and routine litigation incidental to its business. On a case-by-case basis, the Company engages inside and outside counsel to assess the probability of potential liability resulting from such litigation. After making such assessments, the Company makes an accrual for the estimated loss only when the loss is probable, and an amount can be reasonably estimated. The Company and or its current or former directors and officers are currently parties to the following litigation matters: On February 9, 2022, a putative class action was filed in the United States District Court for the Eastern District of New York styled Artery v. Astra Space, Inc. et al., Case No. 1:22-cv-00737 (E.D.N.Y.) (the “Artery Action”). On March 23, 2022, a second putative class action was filed in the United States District Court for the Eastern District of New York styled Riley v. Astra Space, Inc., et al., Case No. 1:22-cv-01591 (E.D.N.Y.) (the “Riley Action”). On November 14, 2022, the Artery Action and the Riley Action were consolidated into a single action (the “Securities Action”), restyled In re Astra Space Inc. f/k/a Holicity Inc. Securities Litigation, and Lead Plaintiffs were appointed. On December 14, 2022, the Securities Action was transferred to the United States District Court for the Northern District of California under Case No. 3:22-cv-08875. On December 28, 2022, Lead Plaintiffs filed their amended complaint. The amended complaint alleges that the Company and several of its current and former officers and directors violated provisions of the Securities Exchange Act of 1934 with respect to certain statements concerning the Company’s projected launch cadence and payload capacity goals. The amended complaint seeks unspecified damages on behalf of a purported class of purchasers of the Company’s securities between February 2, 2021 and December 29, 2021. Defendants moved to dismiss on December 28, 2022. In an order filed August 2, 2023, the Court granted Defendants motion to dismiss on the merits. Plaintiffs had 21 days from the date of the order to file an amended complaint but declined to do so. As a result, the Company considers this matter closed. On April 27, 2022, a stockholder derivative suit was filed in the United States District Court for the Eastern District of New York styled Gonzalez v. Kemp, et al., Case No. 22-cv-02401 (E.D.N.Y.) (the “Gonzalez Action”). On January 25, 2023, the plaintiff filed an amended complaint. The amended complaint asserts claims against certain of the Company’s current and former officers and directors for alleged breaches of their fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, alleged violations of Section 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and for contribution under Section 10(b) and 21D of the Exchange Act based upon the conduct alleged in the Securities Action described above. The plaintiff in the Gonzalez Action seeks monetary damages in favor of the Company in an unstated amount, reforms to the Company’s corporate governance and internal procedures, restitution including disgorgement of any compensation, profits or other benefits received, and reimbursement of the plaintiff's reasonable fees and costs, including attorney’s fees. On February 17, 2023, the Gonzalez Action was transferred to the United States District Court for the Northern District of California under Case No. 3:23-cv-00713. Defendants filed a motion to dismiss the amended complaint on April 18, 2023. On June 12, 2023, the Court in the Gonzalez Action granted the Company’s motion to stay the case until a final judgment has been issued in the Securities Action. Now that the Securities Action has be dismissed, the Gonzalez Action is again proceeding. Although the Company believes that the Gonzalez Action is likely to be dismissed for the same reasons that the Securities Action was dismissed, plaintiffs have filed an opposition to the Defendants motion to dismiss. The Company believes that the case is without merit and will continue to defend it vigorously. Due to the early stage of the case, neither the likelihood that a loss, if any, will be realized, nor an estimate of the possible loss or range of loss, if any, can be determined. Based on a Court of Chancery Rule 5.1 notice, on or about June 30, 2023 , a stockholder derivative suit was filed in the Delaware Court of Chancery styled Capani v. Chris C. Kemp, et al., C.A. No. 2023-0676- (“Capani Action”). The Capani Action appears to be brought by the same plaintiff who filed the first derivative complaint in the District Court of Delaware in early 2022. The first derivative complaint was voluntarily dismissed without prejudice after the Company filed a motion to dismiss. The stockholder subsequently served a books and records demand before filing the present lawsuit. The Company believes that the case is without merit and intends to defend it vigorously. Due to the early stage of the case, neither the likelihood that a loss, if any, will be realized, nor an estimate of the possible loss or range of loss, if any, can be determined. The Company has tendered defense of each of the foregoing claims under its Directors’ and Officers’ policy. The retention under this policy is $ 20.0 million. Indemnification Obligations to former Company Board Members On May 20, 2022, a putative class action was filed in the Court of Chancery of the State of Delaware styled Newbold v. McCaw et. al., Case No. 2022-0439 (the “Newbold Action”). The complaint alleges that Pendrell Corporation, X-icity Holdings Corporation f/k/a Pendrell Holicity Holdings and certain former officers, directors or controlling stockholders of Holicity, Inc. n/k/a Astra Space, Inc., breached their fiduciary duties to the Company in closing on the Business Combination. The complaint seeks unspecified damages on behalf of a purported class of stockholders of the Company’s securities during a specified time period. Neither the Company nor any of its board members are parties in this action. Mr. McCaw, who served as a former member of the Company’s board, is a defendant in this action, but the allegations relate to periods prior to the Business Combination. Astra is obligated to indemnify certain of the defendants in the Newbold Action. The Company has tendered defense of this action under its Directors’ and Officers' Policy. The Company also tendered defense of this claim under the tail policy it was required to purchase in connection with the Business Combination. The retention under the tail policy is $ 1.5 million. Due to the early stage of this case, neither the likelihood that a loss, if any, will be realized, nor an estimate of the possible loss or range of loss, if any, can be determined. On or about July 21, 2023 , the Delaware Chancery Court denied the defendants’ motion to dismiss the amended complaint. Delaware Court of Chancery Approval of Petition relating to Amendment to Increase Authorized Shares On March 1, 2023, the Company filed a petition in the Delaware Court of Chancery (the “Court of Chancery”) seeking validation of the amendment of its certificate of incorporation in connection with the Business Combination to increase its authorized shares of Common Stock (the “Charter Amendment”) as a result of uncertainty regarding the validity of such amendment given a recent decision of the Court of Chancery. On March 14, 2023, the Court of Chancery validated and declared effective the Charter Amendment, increasing the Company’s authorized Common Stock from 220,000,000 to 465,000,000 , thereby permitting the Company to issue additional shares of Class A and Class B common stock in connection with the Business Combination and thereafter. Purchase Commitments In order to reduce manufacturing lead times and to have access to an adequate supply of components, the Company enters into agreements with certain suppliers to procure component inventory based on the Company's production needs. A significant portion of the Company's purchase commitments arising from these agreements consist of firm and non-cancelable commitments. As of September 30, 2023, the Company had $ 26.9 million outstanding purchase commitments whose terms run through May 2026. Payments will be made against these supplier contracts as deliveries occur throughout the term. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 9 — Stockholders’ Equity Common and Preferred Stock As of September 30, 2023, the Company had authorized a total of 466,000,000 shares of stock, consisting of (i) 400,000,000 shares of Class A common stock, par value $ 0.0001 per share (“Class A common stock”), (ii) 65,000,000 shares of Class B common stock, par value $ 0.0001 per share (“Class B common stock”), and (iii) 1,000,000 shares of preferred stock, par value $ 0.0001 per share (“Preferred Stock”). As of September 30, 2023, the Company had 14,849,265 and 3,702,613 shares of Class A and Class B common stock issued and outstanding, respectively. There were no shares of preferred stock outstanding as of September 30, 2023. Holders of the Class A and Class B common stock have identical distribution rights, except that holders of the Class A common stock are entitled to one vote per share and holders of the Class B common stock are entitled to ten votes per share. Each share of Class B common stock can be converted into one share of Class A common stock at any time at the option of the stockholder and automatically convert upon sale or transfer, except for certain transfers specified in the Company's amended and restated certificate of incorporation. Reverse Stock Split On June 8, 2023, the Company’s stockholders approved a reverse stock split of all issued and outstanding shares of Class A common stock and Class B common stock (the “Reverse Stock Split”), at a ratio in the range of 1-for-5 to 1-for-15 , with the final decision of whether to proceed with the Reverse Stock Split and the exact ratio and timing of the reverse stock split to be determined by the board of directors, in its discretion, but no later than June 8, 2024. On September 13, 2023, with the Board's approval, the Company filed the Amended Certificate with the Secretary of the State of Delaware, thereby affecting the reverse stock split at 1-for-15 ratio. See Note 1 – Description of Business, Basis of Presentation and Significant Accounting Policies, Reverse Stock Split , for the impact of the Reverse Stock Split on previously reported share and per share amounts. B. Riley Common Stock Purchase Agreement and Registration Rights Agreement On August 2, 2022, the Company entered into a Common Stock Purchase Agreement (the "B. Riley Agreement") and a Registration Rights Agreement with B. Riley. Pursuant to the Purchase Agreement, the Company will have the right to sell to B. Riley up to the lesser of (i) $ 100.0 million of newly issued shares (the “Shares”) of the Class A Common Stock, and (ii) 3,537,310 Shares of Class A common stock ( 53,059,650 prior to Reverse Stock Split) which number of shares is equal to 19.99 % of the sum of Class A common stock and Class B common stock issued and outstanding immediately prior to the execution of the B. Riley Purchase Agreement (subject to certain conditions and limitations), from time to time during the term of the B. Riley Purchase Agreement. Effective July 5, 2023 and in conjunction with the Company entering into the Sales Agreement (defined below), the Company terminated the B Riley Agreement. As of July 5, 2023, B. Riley did not hold any Registrable Securities (as such term is defined in the Registration Rights Agreement). Accordingly, the Company’s obligations under the Registration Rights Agreement were also terminated as of July 5, 2023. ATM Sales Agreement On July 10, 2023, the Company entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC ("Roth”). The Sales Agreement provides for the offer and sale of up to $ 65.0 million of the Company’s newly issued Class A common stock, par value $ 0.0001 per share (the “Class A Common Stock”), from time to time through an “at the market offering” program. The Company specifies the parameters for the sale of the shares of Class A common stock, including the number of shares to be issued, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Actual sales of Class A common stock under the Sales Agreement depends on a variety of factors including, among other things, market conditions and the trading price of the Class A common stock, and the full amount of capital may not be fully realized. From July 10, 2023 to September 30, 2023, 241,877 shares of the Company's Class A common stock hav e been sold under the Sales Agreement resulting in proceeds of $ 0.8 million, net of broker commissions, fees and third-party issuance costs $ 0.1 million. The average price per share sold under the Sales Agreement during the period was $ 3.41 per share. The Company incurred $ 0.3 million of third-party issuance costs related to legal, accounting and registration costs which are recorded as deferred issuance costs on the condensed consolidated financial statements and are being allocated on a per share basis and charged to additional paid-in capital along with broker commissions per shares sold under the Sales Agreement. The Company intends to use the net proceeds from these at-market offerings, if any, for working capital and general corporate purposes. The terms of the Securities Purchase Agreement and Senior Note require the Company to maintain an approved at-the-market equity program and/or equity line that, at all times, with an available and unused capacity to generate at least $ 20.0 million of gross proceeds to the Company, which restriction will limit the Company’s ability to use the full capacity of this Sales Agreement while the Senior Note is outstanding. See Note 6 – Senior Note and Warrants for additional information related to the Securities Purchase Agreement and Senior Note. Warrants On August 4, 2023, the Company issued warrants to purchase up to 1.5 million shares of Class A common stock ( 22.5 million shares pre-reverse stock split) under the Securities Purchase Agreement (the “Initial Warrants”). See Note 6 – Senior Note and Warrants for more information about the Initial Warrants. See Note 13 – Subsequent Events for information about warrants issued after September 30, 2023. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement | Note 10 — Stock-based Compensation Stock-based incentive awards are provided to employees under the terms of Astra's 2021 Omnibus Incentive Plan (the “2021 Plan”) and 2021 Employee Stock Purchase Plan (the “2021 ESPP”). Unless otherwise noted, all share and per share amounts below have been restated to give effect to the Reverse Stock Split on September 13, 2023. For the impact of the Reverse Stock Split on prior period comparable share and per share amounts and additional information related to the Reverse Stock Split , see Note 1 – Description of Business, Basis of Presentation and Significant Accounting Policies. Under the 2021 Plan, the Company grants restricted stock units (“RSUs”), performance-based stock units ("PSUs"), time-based stock options and performance stock options ("PSOs") to its executive officers. RSUs and time-based stock options granted have service-based vesting conditions only. PSUs granted have service and performance conditions. The service conditions vary for each executive officer and is based on their continued service to the Company. Stock option holders have a 10-year period to exercise their options before options expire. In July 2022, the PSU agreements were amended to remove the performance-based vesting conditions and only retain the time-based vesting condition. Forfeitures are recognized in the period of occurrence and stock-based compensation costs are recognized based on grant-date fair value as RSUs and time-based stock options vest. 2023 Bonus Incentive Plan Under the 2021 Plan, the Board approved the 2023 Bonus Incentive Plan (the "2023 Bonus Plan") on December 12, 2022. The 2023 Bonus Plan, in part, provides for performance stock options to be granted to executives, certain key contributors and to the employees. On March 8, 2023, the Company approved the issuance of an aggregate of 353,333 PSOs ( 5.3 million PSOs as previously reported prior to the Reverse Stock Split) under the 2023 Bonus Plan to certain executives and key contributors, which may be earned for such quarter over a two year period based on meeting certain performance conditions. The performance conditions, as further described below, are structured such that the PSOs allocated to each quarter will be earned on a quarterly basis upon the achievement of quarterly Baseline and Stretch Key Performance Indicators ("KPIs") associated with the operations of the Company's Launch Services and Space Products segments. The KPIs are approved by the Compensation Committee at the beginning of each quarter and are communicated to the award holders thereafter, upon such communication establishing the measurement date for that quarter's PSO allocation. Because the KPIs are approved at the beginning of each quarter and are specific for that quarter, the grant date fair value of PSOs allocated to each quarter for both Baseline and Stretch are determined on a tranche-by-tranche basis based on the measurement date, as determined by the date the approved KPIs are communicated and a mutual understanding of the award terms is achieved. The Company recognizes stock-based compensation expense based on the PSO awards for which the KPIs are probable of achievement. For the PSO awards allocated to the third and fourth quarters of 2023, the associated KPIs were approved by the Board at the beginning of each quarter and were communicated to the participants thereafter, establishing the measurement date. The Company used the Black-Scholes option pricing-model to calculate the fair value of $ 10.3 million and $ 5.5 million for the third and fourth quarter 2023 PSO awards, respectively, using the following assumptions for the three months ending September 30, 2023: PSOs awarded for the Third Quarter 2023 PSOs awarded for the Fourth Quarter 2023 Expected terms (years) 6.1 6.1 Expected volatility 91.84 % - 92.25 % - 95.2 % 94.91 % - 95.2 % Risk-free interest rate 4.04 % - 4.15 % 4.68 % - 4.73 % Expected dividend rate $ — $ — Grant-date fair value $ 3.87 - $ 4.72 $ 0.97 -$ 1.09 As of September 30, 2023, the Company has determined that none of the KPIs were achieved, and accordingly has not recognized any stock-based compensation expense related to the 2023 Bonus Plan for the three and nine months ended September 30, 2023. Cancellation of Performance Stock Options awards with Service, Performance and Market Conditions On September 20, 2021, under the 2021 Plan, the Company’s Board granted 873,745 performance stock options ( 13,016,178 performance stock options as previously reported prior to the Reverse Stock Split) to its executive officers. Of the performance stock options originally granted, only 650,809 ( 9,762,133 as previously reported prior to the Reverse Stock Split) remained outstanding due to forfeitures occurring in connection with the resignations of former executive officers. The performance stock options were subject to the achievement of the following milestones and the milestones did not need to be achieved in any specific order or sequence: Milestone A: The Company has had a successful orbital delivery. Milestone B: The Company has had six orbital launches during a six consecutive month period. Milestone C: The Company has completed a prototype for a spacecraft that has achieved an orbital launch. Milestone D: The Company has conducted twenty-six orbital launches during a six consecutive month period. Milestone E: The Company has achieved an orbital launch for an aggregate of 100 spacecraft. After a milestone is achieved, twenty percent ( 20 %) of the PSO grant would vest on the vesting date immediately following the date that the volume weighted average share price for a period of thirty trading days has met the share price threshold. For this purpose, a “vesting date” is the February 15, May 15, August 15 or November 15 immediately following the date the share price threshold is achieved and the “share price threshold” is (a) $ 15.00 following the achievement of the first milestone; (b) $ 20.00 following the achievement of the second milestone; (c) $ 30.00 following the achievement of the third milestone; (d) $ 40.00 following the achievement of the fourth milestone, and (e) $ 50.00 following the achievement of the fifth milestone. (The "share price threshold" amounts for each milestone on a post Reverse Stock Split bases are $ 225 , $ 300 , $ 450 , $ 600 and $ 750 , respectively). During the second quarter of 2023, the Board determined that the performance stock options no longer served the goal of driving financial performance and long-term shareholder value, nor did they serve as retention tools for the Company’s executive officers. Accordingly, the Board recommended cancellation of the PSOs, subject to stockholder approval. On June 8, 2023, stockholders approved the cancellation of the performance stock options and a proposed framework for a replacement award, to be granted to Mr. Kemp, Dr. London and Mr. Attiq before July 31, 2023, subject to the Board’s approval of the final award terms, including any performance conditions. Because the deadline to issue the replacement awards has passed, no replacement awards will be issued. As there was no concurrent replacement award, the cancellation was deemed a settlement of an award without consideration under ASC 718. Concurrently, the Company remeasured the value of these share-based awards re-assessing the probability of success for the five milestones mentioned above. It had been previously determined that Milestone A had been achieved, but without meeting the share price threshold. As of the date of cancellation, the Company concluded the stock-based awards at a zero valuation, given none of the remaining Milestones were achievable as a result of the Company’s decision to focus on its Space Products business, the decision to move to a new launch system and the probability of meeting the pricing thresholds. Therefore, the Company reversed all stock-based compensation expense to date of $ 6.8 million associated with Milestone B during the three months ended June 30, 2023. Additionally, the $ 3.6 million of unrecognized stock-based compensation expense remaining for Milestone B and $ 24.6 million unrecognized stock-compensation expense associated with Milestones C - E were not recognized as stock-based compensation as achievement of the performance conditions was determined to not be probable. The following table summarizes stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022: Three Months Ended Nine Months Ended in thousands 2023 2022 2023 2022 Cost of revenues $ — $ 109 $ — $ 806 Research and development 2,061 5,565 5,756 17,133 Sales and marketing 426 1,562 ( 130 ) 4,559 General and administrative 2,271 6,512 2,348 21,082 Stock-based compensation expense $ 4,759 $ 13,748 $ 7,975 $ 43,580 The Company recognized $ 0.1 million and $ 1.5 million compensation costs related to PSUs for the nine months ended September 30, 2023 and 2022, respectively, to reflect the PSUs that satisfied the time-based vesting condition on the time-vesting dates. As of September 30, 2023, the Company had $ 37.0 million of unrecognized stock-based compensation expense related to all of the Company's stock-based awards. This cost is expected to be recognized over a weighted-average period of 2.7 years. Stock Options Awards The following is a summary of stock option activity for the nine months ended September 30, 2023: No. of Weighted- Average Exercise Price Weighted- Average Aggregate Intrinsic Outstanding – December 31, 2022 1,083,241 $ 106.65 8.4 $ 9,630 Granted 1,213,495 7.6 6.9 — Exercised ( 12,061 ) 6.9 0.4 — Forfeited/Cancelled ( 860,745 ) 105.1 — — Expired ( 27,028 ) 35.4 — — Outstanding – September 30, 2023 1,396,902 $ 23.76 8.1 $ 4,239 Unvested – September 30, 2023 1,085,529 $ 17.79 8.4 $ 2,863 Exercisable – September 30, 2023 311,418 $ 44.54 7.0 $ 1,377 The Company uses the Black-Scholes option pricing-model to calculate the grant date fair value of time-based and performance-based options. The following table summarizes the assumptions used in estimating the fair value of options granted in the nine months ended September 30, 2023 and 2022: Nine Months Ended 2023 2022 Expected terms (years) (1) 6.5 5.8 Expected volatility (2) 95.8 % 68.9 % Risk-free interest rate (3) 3.46 % - 4.03 % 1.7 % Expected dividend rate (4) — — Grant-date fair value $ 0.25 - $ 1.96 $ 3.20 ____________ (1) The expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern. (2) Expected volatility, or the standard deviation of annualized returns, was calculated based on the Company's common stock price history for the expected term as of the valuation date. (3) Risk-free interest was obtained from U.S. treasury notes for the expected terms noted as of the valuation date . (4) The Company has assumed a dividend yield of zero as it has no plans to declare dividends in the foreseeable future . Restricted Stock Units Awards The following is a summary of restricted stock units for the nine months ended September 30, 2023: Number of RSUs Outstanding Weighted- Average Grant Date Fair Value Per Share Outstanding – December 31, 2022 1,074,790 $ 50.25 Granted 210,102 6.76 Vested ( 185,581 ) 67.20 Forfeited ( 252,124 ) 57.48 Outstanding – September 30, 2023 847,187 $ 34.29 Total fair value as of the respective vesting dates of restricted stock units vested for the nine months ended September 30, 2023 was approximately $ 1.2 million . As of September 30, 2023, the aggregate intrinsic value of unvested restricted stock units was $ 1.6 million . 2021 ESPP The 2021 ESPP, which is maintained by the Company, allows employees to purchase the Company’s common stock at a discount of up to 15 % of the lesser of the fair market value at the beginning of the offering period or the end of each six-month purchase period. The Company issued 98,592 shares under the 2021 ESPP during the nine months ended September 30, 2023. As of September 30, 2023, 558,077 shares remain available for issuance under the 2021 ESPP. As of September 30, 2023 , the Company had less than $ 0.1 million of unrecognized stock-based compensation expense related to the 2021 ESPP. This cost is expected to be recognized over a weighted-average period of 0.56 years. |
Loss per Share
Loss per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Loss per Share | Note 11 — Loss per Share The Company computes earnings per share of Common Stock using the two-class method required for participating securities. Basic and diluted earnings per share were the same for the periods presented as the inclusion of all potential Common Stock outstanding would have been anti-dilutive. The following tables set forth the computation of basic and diluted loss for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, 2023 2022 (in thousands, except share and per share amounts) Class A Class B Class A Class B Net loss attributed to common stockholders $ ( 23,727 ) $ ( 6,019 ) $ ( 157,592 ) $ ( 41,522 ) Basic and Diluted weighted average common shares outstanding 14,595,957 3,702,613 14,052,541 3,702,613 Basic and Diluted loss per share $ ( 1.63 ) $ ( 1.63 ) $ ( 11.21 ) $ ( 11.21 ) Nine Months Ended September 30, 2023 2022 (in thousands, except share and per share amounts) Class A Class B Class A Class B Net loss attributed to common stockholders $ ( 70,546 ) $ ( 18,097 ) $ ( 290,145 ) $ ( 76,985 ) Basic and Diluted weighted average common shares outstanding 14,433,973 3,702,613 13,954,491 3,702,613 Basic and Diluted loss per share $ ( 4.89 ) $ ( 4.89 ) $ ( 20.79 ) $ ( 20.79 ) There were no preferred dividends declared or accumulated as of September 30, 2023 . The following Class A securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: September 30, 2023 2022 Stock options 1,070,254 475,945 RSUs 844,439 1,250,654 Warrants 1,501,667 — Total 3,416,360 1,726,599 There were no Cla ss B securities that were excluded in the computation of diluted shares outstanding for the three and nine months ended September 30, 2023 and 2022 . |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Note 12 — Segment Information The Company reports segment information based on a “management” approach to reflect the operating segments for which the Company’s Chief Executive Officer, as the Chief Operating Decision Maker (“CODM”), makes decisions and assesses performance. Prior to the current reporting period, the Company had a single operating and reporting segment. Following commencement of revenue-generating activities for Space Products (as defined below) during the third quarter of fiscal year 2022, the Company restructured the management, operations, and periodic management and internal reporting packages to address the shift in strategy. As a result of these changes, the Company determined that its reporting segments had changed and that beginning in the third quarter of 2022, the Company has two operating and reporting segments: Launch Services and Space Products. The Company recast prior period information related to the change in segments. Launch Services segment provides rapid, global, and affordable launch services to satellite operators and governments. Space Products consist of designing and providing space products based on the customers' needs for a successful satellite launch. Effective July 1, 2023, the Company executed a corporate reorganization to align its legal entity structure with its operating segments. This realignment had no impact to the condensed consolidated financial statements or to the Company's operating segments financial measure, as regularly provided to the CODM for assessing performance and allocating resources to the existing segments. Accordingly, the Company has not recast prior period segment results. All intercompany revenues and expenses are eliminated in the condensed consolidated financial statements. The following table shows revenue by reporting segment for the three and nine months ended September 30, 2023 and 2022: Three Months Ended Nine Months Ended in thousands 2023 2022 2023 2022 Revenues: Launch services $ — $ — $ — $ 5,899 Space products 256 2,777 963 3,471 Total revenues: $ 256 $ 2,777 $ 963 $ 9,370 Cost of revenues: Launch services — — $ — $ 28,193 Space products 232 1,071 620 1,337 Total cost of revenues: $ 232 $ 1,071 $ 620 $ 29,530 Gross profit (loss): Launch services $ — $ — $ — $ ( 22,294 ) Space products 24 1,706 343 2,134 Total gross profit (loss): $ 24 $ 1,706 $ 343 $ ( 20,160 ) The Company evaluates the performance of its reporting segments based on segment gross profit. Segment gross profit is segment revenue less segment cost of revenue. Unallocated expenses include operating expenses related to research and development, selling and marketing and general and administrative expenses as they are not considered when management evaluates segment performance. The following table reconciles segment gross profit to loss before income taxes for the three and nine months ended September 30, 2023 and 2022: Three Months Ended Nine Months Ended in thousands 2023 2022 2023 2022 Gross profit (loss) $ 24 $ 1,706 $ 343 $ ( 20,160 ) Research and development 21,677 32,821 77,154 111,546 Selling and marketing 1,630 4,052 4,764 13,452 General and administrative 9,834 19,222 33,096 60,816 Impairment expense — 75,116 — 75,116 Goodwill impairment — 58,251 — 58,251 (Gain) loss on change in fair value of contingent consideration ( 4,510 ) 11,949 ( 23,900 ) 29,249 Interest income ( 99 ) ( 616 ) ( 1,813 ) ( 1,146 ) Interest expense 1,339 — 1,339 — Other expense (income), net ( 101 ) 25 ( 1,654 ) ( 314 ) Loss before taxes $ ( 29,746 ) $ ( 199,114 ) $ ( 88,643 ) $ ( 367,130 ) The Company does not evaluate performance or allocate resources based on reporting segment’s total assets or operating expenses, and therefore such information is not presented. All of the Company’s long-lived assets are located in the United States. The Company is subject to International Traffic in Arms Regulations (“ITAR”) and generates all of its revenue in the United States. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 — Subsequent Events Contingent Consideration related to Apollo Acquisition On October 2, 2023, the Company issued 3,708,520 shares of its Class A common stock (the “Settlement Shares”) and paid $ 2.0 million in immediately available funds to the Apollo Holders. The Company determined the aggregate number of shares to be issued by dividing $ 8.0 million by the 10-day volume weighted average price of the Company's Class A common stock as traded on the Nasdaq Capital Market on October 2, 2023. Under this calculation, the number of shares of Class A common stock that were required to be issued under the settlement agreement was 4,915,085 . Under Nasdaq Listing Rule 5635(d), stockholder approval is required for a transaction other than a public offering involving the sale or issuance by an issuer of shares of common stock if the number of shares to be issued is or may be equal to 20% or more of the number of shares of common stock outstanding before the issuance, at a price that is less than the “minimum price,” defined as the lower of the closing price immediately preceding the signing of the binding agreement or the average closing price of the shares of common stock for the five trading days immediately preceding the signing of the binding agreement . Because the issuance of 4,519,085 shares of Class A Common Stock under the Settlement Agreement would violate Nasdaq Listing Rule 5635(d) without prior stockholder approval, the Company and the Representative entered into an amendment (the “Amendment”) to the Settlement Agreement on October 2, 2023. The Amendment further provides the Company a period of 60 days to obtain stockholder approval to issue shares of Class A Common Stock having an aggregate value of $ 866,661.78 , plus interest accruing at a rate of 6.0 % per annum (such aggregate amount being the “Shortfall Value”). The number of shares of Class A Common Stock to be issued will be determined by dividing the Shortfall Value by the 10-day volume weighted average price of the Class A Common Stock. See Note 3 – Fair Value Measurements for more information regarding the Company’s settlement of the contingent consideration with Apollo Holders. Defaults Under Senior Note Beginning on October 11, 2023, the Cash Requirement was not maintained by the Company in accordance with the terms of the Senior Note (see Note 6 – Senior Note and Warrants for more information), but as of such date, the Senior Note Investor agreed to waive the event of default through October 31, 2023 (the “Waiver”) provided that the Company maintained at least $ 10.5 million of cash and cash equivalents in one or more deposit accounts subject to one or more control agreements entered into in favor of the Investor (the “Revised Cash Requirement”) and made a payment to the Senior Note Investor of approximately $ 2.1 million, plus accrued interest, of which $ 2.0 million was applied as a principal reduction on the Note. Commencing on October 11, 2023 and continuing through the date on which such event of default has been cured, the interest rate on the Senior Note has accrued and is continuing to accrue at 15.0 % per annum (the “Default Interest”). Pursuant to Section 10(B)(ii) of the Senior Note, the Senior Note Investor has the option to declare the Senior Note (or any portion thereof) to become due and payable in cash in an amount equal to 115.0 % of the accelerated principal amount of the Senior Note, plus accrued and unpaid interest (including Default Interest). Beginning on October 30, 2023, the Revised Cash Requirement was not maintained by the Company in accordance with the terms of the Waiver and no additional waivers were obtained. The Company also did not deliver the Compliance Certificate required to be delivered on or before November 1, 2023. Therefore, as of October 30, 2023, an event of default was in effect under Sections 8(J)(i) and 8(J)(iii) of the Senior Note. On November 1, 2023, the Company paid the Senior Note Investor a scheduled amortization payment in the amount of approximately $ 3.1 million, consisting of the $ 2.5 million amortization payment paid at the 115.0 % event of default rate, plus accrued and unpaid interest at the Default Interest rate. As of November 1, 2023, the aggregate principal amount outstanding under the Note was $ 8.0 million. See Bridge Financing below for information related to the purchase of the Senior Note and waiver of the defaults after November 1, 2023. Bridge Financing On November 6, 2023, the Company closed an initial financing with affiliates of two early investors of the Company (the “Bridge Financing Investors”), for a total investment amount of approximately $ 13.4 million (the “Initial Financing”) pursuant to a reaffirmation agreement and omnibus amendment agreement dated November 6, 2023 (the “Initial Financing Agreement”). This Initial Financing is connected to the Company’s announcement in a current report on Form 8-K filed with the SEC on October 23, 2023 of the execution of a non-binding term sheet (the “Term Sheet”). The Term Sheet contemplates a financing of at least $ 15.0 million, from the Investors and other potential investors, and up to $ 25.0 million (the “Proposed Financing”). The Initial Financing includes (1) a purchase from the Bridge Financing Investors of the remaining $ 8.0 million aggregate principal amount of the Senior Note and associated Warrants (the “Existing Warrants”) to purchase up to 1.5 million in shares of Astra’s Class A common stock from the Senior Note Investor, pursuant to which Company was in default under as of October 30, 2023 (see Defaults under Senior Note above), (2) a loan by the Investors to the Company and its subsidiaries in the aggregate principal amount of approximately $ 3.05 million evidenced by senior secured bridge notes (the “Bridge Notes”) that will come due on November 17, 2023, that will rank equally as to payment and lien priority with the Senior Note, that will be secured by the same collateral as the Senior Note and that will be guaranteed by all of the subsidiaries of the Company, and (3) a sale to Bridge Financing Investors of warrants (the “New Warrants”) to purchase up to 5,314,201 shares of Astra’s Class A Common Stock at a purchase price of $ 0.125 per New Warrant for an aggregate purchase price of approximately $ 664,275 that are immediately exercisable at an exercise price of $ 0.808 per share of Class A Common Stock, subject to certain adjustments and that expire on August 4, 2028. Pursuant to the Initial Financing Agreement, the Bridge Financing Investors have agreed to waive certain existing and prospective defaults and events of default under the Senior Note, including the events of default under the Senior Note described above in Defaults under Senior Note , and the requirement for the Company to comply with the minimum liquidity financial covenant in the Senior Note until November 17, 2023 to provide the Company with time to raise additional liquidity through various capital raising and cost cutting initiatives and strategic transactions (the “Strategic Plan”). There can be no assurances that the Bridge Financing Investors will waive additional defaults or continue to waive the existing defaults under the Senior Note, the Bridge Notes, the Existing Warrants, the New Warrants, the Initial Financing Agreement or any other agreements or documents arising from or related to the Initial Financing, as applicable. The Company is in continuing discussions concerning the Proposed Financing (described above) with the Bridge Financing Investors. The funding contemplated by the Term Sheet is conditioned upon execution of final definitive documentation among the Company and the Bridge Financing Investors; however there can be no assurance that the Company and the Bridge Financing Investors will be able to negotiate definitive documentation on the terms specified in the Term Sheet or to consummate the Proposed Financing at all. The Bridge Notes and the New Warrants have not been and will not be, and any securities issued in connection with the Proposed Financing will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction. The Bridge Notes, the New Warrants and any securities issued in connection with the Proposed Financing may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Offer to Purchase Outstanding Common Stock On November 8, 2023, the co-founders of the Company, Chris Kemp and Adam London delivered a non-binding proposal to the special committee of the Company’s Board of Directors (the “Special Committee”), offering to acquire all of the outstanding common stock of the Company not currently owned by Mr. Kemp and Dr. London, for an indicative purchase price of $ 1.50 per share in cash (the “Proposal”). This offer price represents a premium of 103 % to the closing price of $ 0.74 per share for the Company’s Class A common stock, par value $ 0.0001 per share (the “Class A Common Stock”), on November 8, 2023 and a premium of 83 % to the Company’s 20-day volume weighted average price of $ 0.82 per share of Class A Common Stock as of the close on November 8, 2023. Mr. Kemp and Dr. London are the sole holders of all outstanding shares of Class B common stock, par value $ 0.0001 , of the Company (the “Class B Common Stock”). The Class B Common Stock constitutes approximately 66 % of the voting power of the Company. Mr. Kemp and Dr. London serve as directors of the Company, and serve the Company as chief executive officer and chief technology officer, respectively. Mr. Kemp also serves as chairman of the Board of Directors. The Company’s Board of Directors previously formed the Special Committee to consider certain financing and strategic transaction proposals, including from related parties. The Special Committee consists of the Company’s independent directors (other than Scott Stanford). The Special Committee has retained Freshfields Bruckhaus Deringer LLP as its legal counsel and has engaged Houlihan Lokey Capital Inc. as its financial advisor. The Special Committee, in consultation with its legal and financial advisors, will carefully review and consider the Proposal and pursue the course of action that it believes is in the best interests of all of the Company’s unaffiliated stockholders. The Company’s stockholders do not need to take any action at this time. There can be no assurance that a definitive agreement relating to the Proposal or any other transaction will be entered into by the Company, or that any transaction will be consummated, whether with Mr. Kemp and Dr. London or otherwise. The Company assumes no obligation to comment on or disclose further developments regarding the Special Committee’s consideration of the Proposal, except as required by law. Related Party Transaction Scott Stanford, a member of the Company’s board of directors, is the manager of SherpaVentures Fund II GP, LLC, the general partner of SherpaVentures Fund II, LP, one of the Bridge Financing Investors (“Sherpa”). Sherpa’s participation in the Initial Financing was approved by the Company’s audit committee under the Company’s related party transaction policy. On November 8, 2023, Mr. Stanford resigned as the lead independent director and as a member of the compensation committee. Mr. Stanford remains a member of the board of directors. Michael Lehman was appointed by the Board as the new lead independent director. |
Description of Business, Basi_2
Description of Business, Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Astra and its subsidiaries, and 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 pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for financial reporting. The condensed consolidated financial statements included herein are unaudited, and reflect all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the periods presented. The condensed consolidated balance sheet data as of December 31, 2022 were derived from Astra’s audited consolidated financial statements included in its 2022 Annual Report. All intercompany transactions and balances have been eliminated in consolidation. The operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 , or for any other future period. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. The impact of these reclassifications was not material to the condensed financial statements for the periods presented. |
Reverse Stock Split | Reverse Stock Split On July 6, 2023, the board of directors of the Company (the “Board”) approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Reverse Stock Split Amendment”) to effect (a) a 1-for-15 reverse stock split of the shares of the Company’s Class A common stock (the “Class A common stock”), par value $ 0.0001 per share, and (b) a 1-for-15 reverse stock split of the shares of the Company’s Class B common stock (the “Class B common stock), par value $ 0.0001 per share on September 13, 2023 (collectively, the “Reverse Stock Split”). The stockholders of the Company, at the 2023 annual meeting held on June 8, 2023 (the “Annual Meeting”), had previously approved the Reverse Stock Split at a ratio in the range of 1-for-5 to 1-for-15 , with the final decision of whether to proceed with the reverse stock split and the exact ratio and timing of the reverse stock split to be determined by the Board, in its discretion, no later than June 8, 2024. On September 12, 2023, the Company amended its existing Second Amended and Restated Certificate of Incorporation (the “Prior Certificate”), to implement the Reverse Stock Split by filing the Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware. The Amendment became effective at 4:01 PM Eastern Time on September 13, 2023 (the “Effective Time”), thereby giving effect to the Reverse Stock Split. The Prior Certificate was further amended, as of the Effective Time, to clarify that the Company will round up to the nearest whole shares for treatment of any fractional shares of Common Stock in connection with the Reverse Stock Split. The par value of the Company’s common stock and the number of authorized shares of the common stock were not affected by the Reverse Stock Split. The Class A common stock began trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market at the opening of trading on September 14, 2023. The trading symbol for the Class A common stock remained “ASTR”. The Class A common stock was assigned a new CUSIP number (04634X202) following the Reverse Stock Split. Unless otherwise noted, share numbers and per share amounts in this Quarterly Report on Form 10-Q reflect the Reverse Stock Split. Impact of the Reverse Stock Split The impacts of the Reverse Stock Split were applied retroactively for all periods presented in accordance with applicable guidance. Therefore, prior period amounts are different than those previously reported. Certain amounts within the following tables may not foot due to rounding. The following table illustrates changes in equity, as previously reported prior to, and as adjusted subsequent to, the impact of the Reverse Stock Split retroactively adjusted for the periods presented: September 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised Class A common stock 211,824,567 ( 197,702,929 ) 14,121,638 Class B common stock 55,539,188 ( 51,836,575 ) 3,702,613 June 30, 2023 June 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised As Previously Reported Impact of Reverse Stock Split Revised Class A common stock 216,481,966 ( 202,049,834 ) 14,432,132 209,408,425 ( 195,447,863 ) 13,960,562 Class B common stock 55,539,188 ( 51,836,575 ) 3,702,613 55,539,188 ( 51,836,575 ) 3,702,613 March 31, 2023 March 31, 2022 As Previously Reported Impact of Reverse Stock Split Revised As Previously Reported Impact of Reverse Stock Split Revised Class A common stock 215,286,444 ( 200,934,014 ) 14,352,430 208,610,490 ( 194,703,124 ) 13,907,366 Class B common stock 55,539,188 ( 51,836,575 ) 3,702,613 55,539,188 ( 51,836,575 ) 3,702,613 December 31, 2022 December 31, 2021 As Previously Reported Impact of Reverse Stock Split Revised As Previously Reported Impact of Reverse Stock Split Revised Class A common stock 213,697,468 ( 199,450,970 ) 14,246,498 207,451,107 ( 193,621,033 ) 13,830,074 Class B common stock 55,539,188 ( 51,836,575 ) 3,702,613 55,539,189 ( 51,836,576 ) 3,702,613 The following table illustrates changes in loss per share and weighted average shares outstanding, as previously reported prior to, and as adjusted subsequent to, the impact of the Reverse Stock Split retroactively adjusted for the periods presented: Three Months Ended September 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised Class A common stock: Weighted average shares outstanding - basic and diluted 210,788,116 ( 196,735,575 ) 14,052,541 Loss per share - basic and diluted $ ( 0.75 ) $ ( 10.46 ) $ ( 11.21 ) Class B common stock: Weighted average shares outstanding - basic and diluted 55,539,188 ( 51,836,575 ) 3,702,613 Loss per share - basic and diluted $ ( 0.75 ) $ ( 10.46 ) $ ( 11.21 ) Nine Months Ended September 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised Class A common stock: Weighted average shares outstanding - basic and diluted 209,317,361 ( 195,362,870 ) 13,954,491 Loss per share - basic and diluted $ ( 1.39 ) $ ( 19.40 ) $ ( 20.79 ) Class B common stock: Weighted average shares outstanding - basic and diluted 55,539,188 ( 51,836,575 ) 3,702,613 Loss per share - basic and diluted $ ( 1.39 ) $ ( 19.40 ) $ ( 20.79 ) The following outstanding stock options and restricted stock units exercisable or issuable into shares of Class A common stock were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: September 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised Stock options 7,139,177 ( 6,663,232 ) 475,945 Restricted stock units 18,759,814 ( 17,509,160 ) 1,250,654 Total antidilutive shares excluded from loss per share - diluted 25,898,991 ( 24,172,392 ) 1,726,599 Restricted stock awards were adjusted retroactively to give effect to the Reverse Stock Split for the nine months ended September 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised No. of Weighted- Average Exercise Price No. of Weighted- Average Exercise Price No. of Weighted- Average Exercise Price Outstanding – December 31, 2021 10,678,818 $ 9.20 ( 9,966,896 ) $ 130.18 711,922 $ 139.38 Granted 13,760,707 2.51 ( 12,843,326 ) 35.08 917,381 37.59 Vested ( 2,737,757 ) 8.40 2,555,239 120.35 ( 182,518 ) 128.75 Forfeited ( 2,941,954 ) 7.18 2,745,823 105.74 ( 196,131 ) 112.92 Outstanding - September 30, 2022 18,759,814 $ 4.73 ( 17,509,160 ) $ 66.50 1,250,654 $ 71.23 Stock options were adjusted retroactively to give effect to the Reverse Stock Split for the nine months ended September 30, 2022: As Previously Reported Impact of Reverse Stock Split Revised No. of Weighted- Average Exercise Price No. of Weighted- Average Exercise Price No. of Weighted- Average Exercise Price Outstanding – December 31, 2021 20,326,384 $ 7.52 ( 18,971,291 ) $ 104.63 1,355,093 $ 112.14 Granted 1,242,027 4.85 ( 1,159,225 ) 67.94 82,802 72.79 Exercised ( 620,145 ) 0.45 578,802 6.37 ( 41,343 ) 6.82 Forfeited ( 267,189 ) 1.18 249,376 16.49 ( 17,813 ) 17.67 Expired ( 5,067 ) 6.75 4,729 94.50 ( 338 ) 101.25 Outstanding - September 30, 2022 20,676,010 $ 7.61 ( 19,297,609 ) $ 106.60 1,378,401 $ 114.21 |
Liquidity | Liquidity The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these unaudited condensed consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of ASC Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these unaudited condensed consolidated financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within the control of the Company as of the date the unaudited condensed consolidated financial statements are issued. When substantial doubt exists, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the unaudited condensed consolidated financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued. The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months through November 2024. Since inception, the Company has incurred significant operating losses and has an accumulated deficit of approximately $ 1.9 billion . As of September 30, 2023, the Company’s existing sources of liquidity included cash and cash equivalents of $ 13.9 million and restricted cash of $ 5.0 million . The restricted cash is held in a control account as collateral for the Senior Note issued to a New Jersey based investment firm, on August 4, 2023, (the "Senior Note") and may only be disbursed under the term of the Securities Purchase Agreement. See Note 6. Senior Note and Warrants for more information about the Company's obligations under the Senior Note. The Company believes that its current level of cash and cash equivalents are not sufficient to fund commercial scale production and sale of its services and products. To proceed with the Company’s business plan and continue the Company's business operations, the Company will need to raise substantial additional funds through the issuance of additional debt, equity or both. Until such time, if ever, the Company can generate revenue sufficient to achieve profitability, the Company expects to finance its operations through equity or debt financing, which may not be available to the Company on the timing needed or on terms that the Company deems to be favorable. To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the ownership interest of its stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting the Company’s ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If the Company is unable to obtain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. The Company may be required to delay, limit, reduce or terminate its product development activities or future commercialization efforts or cease business operations. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all. In an effort to alleviate these conditions, the Company continues to seek and evaluate additional opportunities to raise additional capital through the issuance of equity or debt securities or potential sale of assets. See Note 6 – Senior Note and Warrants, Note 9 – Stockholder’s Equity and Note 13 – Subsequent Events for information about the Company’s recent capital raising activities and the restrictions on the Company’s business activities related to these capital raising activities. The Company's ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, its performance and investor sentiment with respect to the Company and its industry. As a result of these uncertainties, and notwithstanding management’s plans and efforts to date, there is substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements. If the Company is unable to raise substantial additional capital in the near term, the Company's operations and production plans will be further scaled back or curtailed. If the funds raised are insufficient to provide a bridge to full commercial production at a profit, the Company's operations could be severely curtailed or cease entirely and the Company may not realize any significant value from its assets. The Company has, however, prepared these unaudited condensed consolidated financial statements on a going concern basis, assuming that the Company's financial resources will be sufficient to meet its capital needs over the next twelve months. Accordingly, the Company's financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should it be unable to continue in operation for the next twelve months. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, marketable securities, and accounts receivable. The Company maintains cash and cash equivalent balances in bank accounts with multiple banking partners. All cash accounts are located in the United States (“U.S.”) and insured by the FDIC up to $ 250,000 . Marketable securities consist of highly liquid investments with financial institutions, which management believes to be of a high credit quality. The Company's accounts receivable are derived from revenue earned from customers or invoices billed to customer that represent unconditional right to consideration located within the U.S. The Company mitigates collection risks from its customers by performing regular credit evaluations of the Company's customers’ financial conditions. The Company believes there is no exposure to any significant credit risks related to its cash and cash equivalents or accounts receivable and has not experienced any losses in such accounts. The following customer's outstanding accounts receivable accounted for greater than 10% of the Company's trade accounts receivable as of the date reflected: September 30, 2023 December 31, 2022 Customer 1 26.6 % — Customer 2 24.7 % 21.7 % Customer 3 — 53.3 % Customer 4 — 20.8 % For the three and nine months ended September 30, 2023 and 2022, the following customers accounted for greater than 10% of the Company's total revenues: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Customer 1 100.0 % — 100 % — Customer 2 — 100.0 % — 29.6 % Customer 3 — — — 59.2 % ____________ |
Impairment of long-lived assets, indefinite-lived intangibles and goodwill | Impairment of long-lived assets, indefinite-lived intangibles and goodwill The Company performs an annual impairment review of goodwill and indefinite-lived intangible assets during the fourth fiscal quarter of each year, and more frequently if the Company believes that indicators of impairment exist. Long-lived assets are tested for recoverability when events or changes in circumstances indicate that their carrying amounts may not be recoverable. As of the third quarter of fiscal year 2022, the Company determined that impairment indicators were present based on the existence of substantial doubt about the Company’s ability to continue as a going concern, a sustained decrease in the Company’s share price and macroeconomic factors. Accordingly, the Company proceeded with the quantitative impairment tests. For indefinite-lived intangible assets, the Company compared the carrying amount of the asset to its fair value, resulting in a non-cash impairment charge, as described further in Note 5 – Intangible Assets. For the long-lived assets, the Company compared the sum of the undiscounted future cash flows attributable to the Launch Services and Space Products asset groups (the lowest level for which identifiable cash flows are available) to their respective carrying amounts and concluded that the Space Products asset group was recoverable. The Launch Services asset group was not recoverable, and the Company proceeded with the comparison of the asset group’s carrying amount to its fair value, resulting in a non-cash impairment charge, as described further in Note 4 – Supplemental Financial Information . For goodwill, the Company compared the carrying amount of the reporting unit to its fair value. During the third quarter of fiscal year 2022, the Company took steps to realign management and internal reporting, resulting in two operating and reportable segments, as described further in Note 12 – Segment Information. In accordance with the accounting guidance under ASC 350, the reorganization triggered a goodwill impairment test based on the reporting structure immediately before the reorganization, as a single reporting unit, resulting in a non-cash impairment charge writing off the entire goodwill balance, as described further in Note 5 – Intangible Assets. Fair values of the Company’s reporting units were determined using the discounted cash flow model and fair value of the trade name was determined using the relief-from-royalty method. Significant inputs include discount rates, growth rates, and cash flow projections, and for the trade name, the royalty rate. These valuation inputs are considered Level 3 inputs as defined by ASC 820 Fair Value Measurement . |
Use of Estimates and Judgements | Use of Estimates and Judgments The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the unaudited condensed consolidated financial statements and accompanying notes. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates. Significant items subject to such estimates and assumptions include the valuation of goodwill and long-lived assets, inventory valuation and reserves, stock-based compensation, useful lives of intangible assets and property, plant and equipment, deferred tax assets, income tax uncertainties and other contingencies. |
Significant Accounting Policies | Significant Accounting Policies There have been no changes to the Company’s significant accounting policies described in the Company’s 2022 Annual Report that have had a material impact on its unaudited condensed consolidated financial statements and related notes. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company adopted the ASU on January 1, 2023. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Recently Issued Accounting Standards Not Yet Adopted In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provided temporary relief when transitioning from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”) or another applicable rate during the original transition period ending on December 31, 2022. In March 2021, the UK Financial Conduct Authority (the “FCA”) announced that the intended cessation date of the overnight 1-, 3-, 6-, and 12-month tenors of U.S. dollar LIBOR would be June 30, 2023, which is beyond the current sunset date of Topic 848. In light of this development, the FASB issued this update to defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The Company does not have material LIBOR related contracts and the Company's adoption of this new guidance will not have a material impact on its financial position, results of operations, cash flows, or related disclosures. |
Description of Business, Basi_3
Description of Business, Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract] | |
Summary of Impact of the Reverse Stock Split Retroactively Adjustment | The impacts of the Reverse Stock Split were applied retroactively for all periods presented in accordance with applicable guidance. Therefore, prior period amounts are different than those previously reported. Certain amounts within the following tables may not foot due to rounding. The following table illustrates changes in equity, as previously reported prior to, and as adjusted subsequent to, the impact of the Reverse Stock Split retroactively adjusted for the periods presented: September 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised Class A common stock 211,824,567 ( 197,702,929 ) 14,121,638 Class B common stock 55,539,188 ( 51,836,575 ) 3,702,613 June 30, 2023 June 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised As Previously Reported Impact of Reverse Stock Split Revised Class A common stock 216,481,966 ( 202,049,834 ) 14,432,132 209,408,425 ( 195,447,863 ) 13,960,562 Class B common stock 55,539,188 ( 51,836,575 ) 3,702,613 55,539,188 ( 51,836,575 ) 3,702,613 March 31, 2023 March 31, 2022 As Previously Reported Impact of Reverse Stock Split Revised As Previously Reported Impact of Reverse Stock Split Revised Class A common stock 215,286,444 ( 200,934,014 ) 14,352,430 208,610,490 ( 194,703,124 ) 13,907,366 Class B common stock 55,539,188 ( 51,836,575 ) 3,702,613 55,539,188 ( 51,836,575 ) 3,702,613 December 31, 2022 December 31, 2021 As Previously Reported Impact of Reverse Stock Split Revised As Previously Reported Impact of Reverse Stock Split Revised Class A common stock 213,697,468 ( 199,450,970 ) 14,246,498 207,451,107 ( 193,621,033 ) 13,830,074 Class B common stock 55,539,188 ( 51,836,575 ) 3,702,613 55,539,189 ( 51,836,576 ) 3,702,613 The following table illustrates changes in loss per share and weighted average shares outstanding, as previously reported prior to, and as adjusted subsequent to, the impact of the Reverse Stock Split retroactively adjusted for the periods presented: Three Months Ended September 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised Class A common stock: Weighted average shares outstanding - basic and diluted 210,788,116 ( 196,735,575 ) 14,052,541 Loss per share - basic and diluted $ ( 0.75 ) $ ( 10.46 ) $ ( 11.21 ) Class B common stock: Weighted average shares outstanding - basic and diluted 55,539,188 ( 51,836,575 ) 3,702,613 Loss per share - basic and diluted $ ( 0.75 ) $ ( 10.46 ) $ ( 11.21 ) Nine Months Ended September 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised Class A common stock: Weighted average shares outstanding - basic and diluted 209,317,361 ( 195,362,870 ) 13,954,491 Loss per share - basic and diluted $ ( 1.39 ) $ ( 19.40 ) $ ( 20.79 ) Class B common stock: Weighted average shares outstanding - basic and diluted 55,539,188 ( 51,836,575 ) 3,702,613 Loss per share - basic and diluted $ ( 1.39 ) $ ( 19.40 ) $ ( 20.79 ) The following outstanding stock options and restricted stock units exercisable or issuable into shares of Class A common stock were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: September 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised Stock options 7,139,177 ( 6,663,232 ) 475,945 Restricted stock units 18,759,814 ( 17,509,160 ) 1,250,654 Total antidilutive shares excluded from loss per share - diluted 25,898,991 ( 24,172,392 ) 1,726,599 Restricted stock awards were adjusted retroactively to give effect to the Reverse Stock Split for the nine months ended September 30, 2022 As Previously Reported Impact of Reverse Stock Split Revised No. of Weighted- Average Exercise Price No. of Weighted- Average Exercise Price No. of Weighted- Average Exercise Price Outstanding – December 31, 2021 10,678,818 $ 9.20 ( 9,966,896 ) $ 130.18 711,922 $ 139.38 Granted 13,760,707 2.51 ( 12,843,326 ) 35.08 917,381 37.59 Vested ( 2,737,757 ) 8.40 2,555,239 120.35 ( 182,518 ) 128.75 Forfeited ( 2,941,954 ) 7.18 2,745,823 105.74 ( 196,131 ) 112.92 Outstanding - September 30, 2022 18,759,814 $ 4.73 ( 17,509,160 ) $ 66.50 1,250,654 $ 71.23 Stock options were adjusted retroactively to give effect to the Reverse Stock Split for the nine months ended September 30, 2022: As Previously Reported Impact of Reverse Stock Split Revised No. of Weighted- Average Exercise Price No. of Weighted- Average Exercise Price No. of Weighted- Average Exercise Price Outstanding – December 31, 2021 20,326,384 $ 7.52 ( 18,971,291 ) $ 104.63 1,355,093 $ 112.14 Granted 1,242,027 4.85 ( 1,159,225 ) 67.94 82,802 72.79 Exercised ( 620,145 ) 0.45 578,802 6.37 ( 41,343 ) 6.82 Forfeited ( 267,189 ) 1.18 249,376 16.49 ( 17,813 ) 17.67 Expired ( 5,067 ) 6.75 4,729 94.50 ( 338 ) 101.25 Outstanding - September 30, 2022 20,676,010 $ 7.61 ( 19,297,609 ) $ 106.60 1,378,401 $ 114.21 |
Schedule of Customer Outstanding Accounts Receivable Greater Than 10% of Trade Accounts Receivable and Total Revenues | The following customer's outstanding accounts receivable accounted for greater than 10% of the Company's trade accounts receivable as of the date reflected: September 30, 2023 December 31, 2022 Customer 1 26.6 % — Customer 2 24.7 % 21.7 % Customer 3 — 53.3 % Customer 4 — 20.8 % For the three and nine months ended September 30, 2023 and 2022, the following customers accounted for greater than 10% of the Company's total revenues: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Customer 1 100.0 % — 100 % — Customer 2 — 100.0 % — 29.6 % Customer 3 — — — 59.2 % ____________ |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenues [Abstract] | |
Schedule of Revenue Disaggregated by Type of Revenue | The following table presents revenue disaggregated by type for the periods presented: Three Months Ended Nine Months Ended in thousands 2023 2022 2023 2022 Launch services $ — $ — $ — $ 5,899 Space products 256 2,777 963 3,471 Total revenues $ 256 $ 2,777 $ 963 $ 9,370 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy | The following table presents information about the Company’s assets and liabilities at December 31, 2022, that were measured at fair value on a recurring basis: in thousands December 31, 2022 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market account $ 21,909 $ — $ — $ 21,909 Marketable securities US Treasury securities 14,713 — — 14,713 Corporate debt securities — 16,915 — 16,915 Commercial paper — 34,698 — 34,698 Asset backed securities — 2,847 — 2,847 Total financial assets $ 36,622 $ 54,460 $ — $ 91,082 Liabilities: Contingent consideration $ — $ — $ 33,900 $ 33,900 Total financial liabilities $ — $ — $ 33,900 $ 33,900 |
Summary of Available-for-Sale Marketable Securities | The following is a summary of available-for-sale marketable securities as of and December 31, 2022: in thousands December 31, 2022 Description Amortized Cost Gross Unrealized Loss Fair Value U.S. Treasury securities $ 14,763 $ ( 50 ) $ 14,713 Corporate debt securities 16,972 ( 57 ) 16,915 Commercial paper 34,698 — 34,698 Asset backed securities 2,850 ( 3 ) 2,847 Total available-for-sale marketable securities $ 69,283 $ ( 110 ) $ 69,173 |
Schedule of Breakdown of the Available-for-Sale Marketable Securities in an Unrealized Loss Position | The following table presents the breakdown of the available-for-sale marketable securities in an unrealized loss position as of December 31, 2022: in thousands December 31, 2022 Fair Value Gross Unrealized Loss U.S. Treasury securities Less than 12 months $ 14,713 $ ( 50 ) Total $ 14,713 $ ( 50 ) Corporate debt securities Less than 12 months $ 16,915 $ ( 57 ) Total $ 16,915 $ ( 57 ) Commercial paper Less than 12 months $ 34,698 $ — Total $ 34,698 $ — Asset backed securities Less than 12 months $ 2,847 $ ( 3 ) Total $ 2,847 $ ( 3 ) |
Summary of amortized cost and fair value of available-for-sale securities by contractual maturity | The following table presents the fair value and amortized cost of available-for-sale marketable securities, as of December 31, 2022, due in one year: December 31, 2022 in thousands Amortized Cost Fair Value Due in 1 year or less $ 69,283 $ 69,173 |
Summary of the Changes In Fair Value of Financial Instruments | The following table presents a summary of the changes in fair value of the Company's Level 3 financial instruments: in thousands Contingent Consideration Fair value as of December 31, 2022 $ 33,900 Gain on change in fair value of contingent consideration ( 23,900 ) Fair value as of September 30, 2023 $ 10,000 in thousands Contingent Consideration Fair value as of December 31, 2021 $ 13,700 Loss on change in fair value of contingent consideration 29,249 Fair value as of September 30, 2022 $ 42,949 |
Summary of Range of Inputs To Determine The Fair Value of Contingent Consideration | The following table sets forth the significant assumptions utilized to determine the fair value of contingent consideration as of December 31, 2022: December 31, Risk-free interest rate 4.14 % Expected revenue volatility 19.00 % Revenue discount rate 10.00 % Discount rate 7.50 % During the quarter ended June 30, 2023, given the limited number of months remaining in the earn-out period with correspondingly fewer uncertainties, the Company estimated the fair value of the contingent consideration using its then current forecast of eligible revenues and contracts through December 31, 2023. |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Financial Information Abstract | |
Schedule of Inventory | Inventories in thousands September 30, December 31, Raw materials $ 11,493 $ 2,622 Work in progress 2,193 1,520 Finished goods — — Inventories $ 13,686 $ 4,142 |
Schedule of Prepaid and Other Current Assets | Prepaid and Other Current Assets in thousands September 30, December 31, Deposits $ 5,783 $ 379 Prepaid license and other prepaid expenses 2,577 3,589 Employee Retention Credit - Payroll Tax 2,101 4,283 Deferred contract costs 2,739 2,446 Other current assets 2,616 2,799 Prepaid and other current assets $ 15,816 $ 13,496 |
Schedule of Major Classes of Property Plant and Equipment | Property, Plant and Equipment, net Presented in the table below are the major classes of property, plant and equipment: in thousands September 30, December 31, Construction in progress $ 5,130 $ 8,309 Computer and software 4,140 2,810 Leasehold improvements 10,100 10,390 Research equipment 9,737 9,042 Production equipment 21,957 14,100 Furniture and fixtures 567 565 Total property, plant and equipment 51,631 45,216 Less: accumulated depreciation ( 22,309 ) ( 20,945 ) Property, plant and equipment, net $ 29,322 $ 24,271 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities in thousands September 30, December 31, Employee compensation and benefits $ 4,675 $ 5,861 Contract liabilities, current portion 33,349 24,137 Professional services 2,034 756 Accrued expenses 3,694 4,423 Accrued inventory purchases 3,680 2,848 Other (miscellaneous) 1,226 4,018 Accrued expenses and other current liabilities $ 48,658 $ 42,043 |
Schedule of Other Non-Current Liabilities | Other Non-Current Liabilities in thousands September 30, December 31, Contract liabilities, net of current portion $ 6,190 $ - Other (miscellaneous) 2,111 1,796 Other non-current liabilities $ 8,301 $ 1,796 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Other Intangible Assets | in thousands Carrying Amount Accumulated Amortization Net Book Value September 30, 2023 Definite-lived intangible assets Developed technology $ 9,909 $ ( 4,076 ) $ 5,833 Customer contracts and related relationship 2,383 ( 1,879 ) 504 Trade names 123 ( 123 ) — Intangible assets subject to amortization 12,415 ( 6,078 ) 6,337 Indefinite-lived intangible assets Trademarks 2,106 — 2,106 Total $ 14,521 $ ( 6,078 ) $ 8,443 in thousands Carrying Amount Accumulated Amortization Net Book Value December 31, 2022 Definite-lived intangible assets Developed technology $ 9,909 $ ( 2,910 ) $ 6,999 Customer contracts and related relationship 2,383 ( 1,376 ) 1,007 Trade names 123 ( 103 ) 20 Intangible assets subject to amortization 12,415 ( 4,389 ) 8,026 Indefinite-lived intangible assets Trademarks 2,106 — 2,106 Total $ 14,521 $ ( 4,389 ) $ 10,132 |
Expected Future Amortization Expense Related to Intangible Assets | Based on the amount of intangible assets as of September 30, 2023, the expected amortization expense for each of the next five years and thereafter is as follows: in thousands Expected Amortization Expense 2023 (remainder) $ 558 2024 1,891 2025 1,555 2026 1,555 2027 778 Total Intangible assets subject to amortization $ 6,337 |
Senior Note and Warrants (Table
Senior Note and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Net Proceeds After Deducting Issuance Costs and Fair Value | The net proceeds to the Company after deducting lender fees, cash paid to third-parties for issuance costs and the fair value of Warrants was as follows: in thousands Senior Note Principal $ 12,500 Less: lender original issue discount (1) 375 Net cash proceeds 12,125 Less: cash expenses for third-party issuance costs (1) 1,356 Net proceeds after lender fees and third-party issuance costs 10,769 Less: Discount associated with fair value of Warrants (1) 4,811 Senior Note, net proceeds after lender fees, third-party issuance costs and Warrants $ 5,958 (1) amounts have been accounted for as debt discount and are being amortized to interest expense over the term of the loan using the effective interest method. The Company has classified the Senior Note as current liabilities on its condensed consolidated balance sheets as of September 30, 2023 due to events of default occurring after the balance sheet date, as a result of the Company's ongoing failure to maintain the $ 15.0 million minimum unrestricted cash balance. The Company also considered its current liquidity constraints and its ability to continue as a going concern. |
Summary of Carrying Value of Initial Note | The carrying value of the Senior Note on the Company's condensed consolidated balance sheets is reported net of unamortized debt discount and issuance costs as follows: in thousands Senior Note $ 12,500 Less: Unamortized debt discount and issuance costs ( 5,424 ) Carrying value of Senior Note $ 7,076 |
Letter of Credit [Member] | Senior Notes [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Fair Value of Initial Warrants Using Black-Scholes Option Pricing Model | The Company determined the fair value of the Initial Warrants as of August 4, 2023 using the Black-Scholes option pricing model and applying the following assumptions: Expected terms (years) 5.0 Expected volatility 93.6 % Risk-free interest rate 3.99 % Expected dividend rate — Grant-date fair value $ 6.00 Exercise Price $ 6.75 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Share-based Compensation | The following table summarizes stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022: Three Months Ended Nine Months Ended in thousands 2023 2022 2023 2022 Cost of revenues $ — $ 109 $ — $ 806 Research and development 2,061 5,565 5,756 17,133 Sales and marketing 426 1,562 ( 130 ) 4,559 General and administrative 2,271 6,512 2,348 21,082 Stock-based compensation expense $ 4,759 $ 13,748 $ 7,975 $ 43,580 |
Summary of Stock Option Activity | The following is a summary of stock option activity for the nine months ended September 30, 2023: No. of Weighted- Average Exercise Price Weighted- Average Aggregate Intrinsic Outstanding – December 31, 2022 1,083,241 $ 106.65 8.4 $ 9,630 Granted 1,213,495 7.6 6.9 — Exercised ( 12,061 ) 6.9 0.4 — Forfeited/Cancelled ( 860,745 ) 105.1 — — Expired ( 27,028 ) 35.4 — — Outstanding – September 30, 2023 1,396,902 $ 23.76 8.1 $ 4,239 Unvested – September 30, 2023 1,085,529 $ 17.79 8.4 $ 2,863 Exercisable – September 30, 2023 311,418 $ 44.54 7.0 $ 1,377 The Company uses the Black-Scholes option pricing-model to calculate the grant date fair value of time-based and performance-based options. The following table summarizes the assumptions used in estimating the fair value of options granted in the nine months ended September 30, 2023 and 2022: Nine Months Ended 2023 2022 Expected terms (years) (1) 6.5 5.8 Expected volatility (2) 95.8 % 68.9 % Risk-free interest rate (3) 3.46 % - 4.03 % 1.7 % Expected dividend rate (4) — — Grant-date fair value $ 0.25 - $ 1.96 $ 3.20 ____________ (1) The expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern. (2) Expected volatility, or the standard deviation of annualized returns, was calculated based on the Company's common stock price history for the expected term as of the valuation date. (3) Risk-free interest was obtained from U.S. treasury notes for the expected terms noted as of the valuation date . (4) The Company has assumed a dividend yield of zero as it has no plans to declare dividends in the foreseeable future . |
Summary of restricted stock units | The following is a summary of restricted stock units for the nine months ended September 30, 2023: Number of RSUs Outstanding Weighted- Average Grant Date Fair Value Per Share Outstanding – December 31, 2022 1,074,790 $ 50.25 Granted 210,102 6.76 Vested ( 185,581 ) 67.20 Forfeited ( 252,124 ) 57.48 Outstanding – September 30, 2023 847,187 $ 34.29 |
2023 Bonus Incentive Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Fair Value of Awards Using Black-Scholes Option Pricing Model | The Company used the Black-Scholes option pricing-model to calculate the fair value of $ 10.3 million and $ 5.5 million for the third and fourth quarter 2023 PSO awards, respectively, using the following assumptions for the three months ending September 30, 2023: PSOs awarded for the Third Quarter 2023 PSOs awarded for the Fourth Quarter 2023 Expected terms (years) 6.1 6.1 Expected volatility 91.84 % - 92.25 % - 95.2 % 94.91 % - 95.2 % Risk-free interest rate 4.04 % - 4.15 % 4.68 % - 4.73 % Expected dividend rate $ — $ — Grant-date fair value $ 3.87 - $ 4.72 $ 0.97 -$ 1.09 |
Loss per Share (Tables)
Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Loss | The following tables set forth the computation of basic and diluted loss for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, 2023 2022 (in thousands, except share and per share amounts) Class A Class B Class A Class B Net loss attributed to common stockholders $ ( 23,727 ) $ ( 6,019 ) $ ( 157,592 ) $ ( 41,522 ) Basic and Diluted weighted average common shares outstanding 14,595,957 3,702,613 14,052,541 3,702,613 Basic and Diluted loss per share $ ( 1.63 ) $ ( 1.63 ) $ ( 11.21 ) $ ( 11.21 ) Nine Months Ended September 30, 2023 2022 (in thousands, except share and per share amounts) Class A Class B Class A Class B Net loss attributed to common stockholders $ ( 70,546 ) $ ( 18,097 ) $ ( 290,145 ) $ ( 76,985 ) Basic and Diluted weighted average common shares outstanding 14,433,973 3,702,613 13,954,491 3,702,613 Basic and Diluted loss per share $ ( 4.89 ) $ ( 4.89 ) $ ( 20.79 ) $ ( 20.79 ) |
Schedule of Antidilutive Shares | The following Class A securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: September 30, 2023 2022 Stock options 1,070,254 475,945 RSUs 844,439 1,250,654 Warrants 1,501,667 — Total 3,416,360 1,726,599 There were no Cla ss B securities that were excluded in the computation of diluted shares outstanding for the three and nine months ended September 30, 2023 and 2022 . |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Reportable Segment | The following table shows revenue by reporting segment for the three and nine months ended September 30, 2023 and 2022: Three Months Ended Nine Months Ended in thousands 2023 2022 2023 2022 Revenues: Launch services $ — $ — $ — $ 5,899 Space products 256 2,777 963 3,471 Total revenues: $ 256 $ 2,777 $ 963 $ 9,370 Cost of revenues: Launch services — — $ — $ 28,193 Space products 232 1,071 620 1,337 Total cost of revenues: $ 232 $ 1,071 $ 620 $ 29,530 Gross profit (loss): Launch services $ — $ — $ — $ ( 22,294 ) Space products 24 1,706 343 2,134 Total gross profit (loss): $ 24 $ 1,706 $ 343 $ ( 20,160 ) |
Summary of Reconciles Segment Gross Profit to Loss Before Income Taxes | The following table reconciles segment gross profit to loss before income taxes for the three and nine months ended September 30, 2023 and 2022: Three Months Ended Nine Months Ended in thousands 2023 2022 2023 2022 Gross profit (loss) $ 24 $ 1,706 $ 343 $ ( 20,160 ) Research and development 21,677 32,821 77,154 111,546 Selling and marketing 1,630 4,052 4,764 13,452 General and administrative 9,834 19,222 33,096 60,816 Impairment expense — 75,116 — 75,116 Goodwill impairment — 58,251 — 58,251 (Gain) loss on change in fair value of contingent consideration ( 4,510 ) 11,949 ( 23,900 ) 29,249 Interest income ( 99 ) ( 616 ) ( 1,813 ) ( 1,146 ) Interest expense 1,339 — 1,339 — Other expense (income), net ( 101 ) 25 ( 1,654 ) ( 314 ) Loss before taxes $ ( 29,746 ) $ ( 199,114 ) $ ( 88,643 ) $ ( 367,130 ) |
Description of Business, Basi_4
Description of Business, Basis of Presentation and Significant Accounting Policies - Additional information (Details) | 9 Months Ended | |||
Sep. 13, 2023 | Sep. 30, 2023 USD ($) Segment $ / shares | Sep. 30, 2022 Segment | Dec. 31, 2022 USD ($) $ / shares | |
Accounting Policy [Line Items] | ||||
Number of operating and reportable segments | Segment | 1 | 2 | ||
Cash and cash equivalents | $ 13,870,000 | $ 33,644,000 | ||
Restricted Cash | $ 5,000,000 | |||
Reverse Stock Split description | 1-for-15 | 1-for-5 to 1-for-15 | ||
Accumulated deficit | $ (1,908,464,000) | $ (1,819,821,000) | ||
Common Class A [Member] | ||||
Accounting Policy [Line Items] | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common Class B [Member] | ||||
Accounting Policy [Line Items] | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Reverse Stock Split description | 1-for-15 | |||
Maximum [Member] | ||||
Accounting Policy [Line Items] | ||||
Cash, FDIC insured amount | $ 250,000 | |||
Launch Services [Member] | ||||
Accounting Policy [Line Items] | ||||
Number of operating and reportable segments | Segment | 2 | |||
Space Products [Member] | ||||
Accounting Policy [Line Items] | ||||
Number of operating and reportable segments | Segment | 2 |
Description of Business, Basi_5
Description of Business, Basis of Presentation and Significant Accounting Policies - Schedule of changes in equity of reverse stock split due to previously reported and adjusted (Details) - shares | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Common Class A [Member] | |||||||
Reclassification [Line Items] | |||||||
Shares Outstanding | 14,432,132 | 14,352,430 | 14,246,498 | 14,121,638 | 13,960,562 | 13,907,366 | 13,830,074 |
Common Class A [Member] | Previously Reported [Member] | |||||||
Reclassification [Line Items] | |||||||
Shares Outstanding | 216,481,966 | 215,286,444 | 213,697,468 | 211,824,567 | 209,408,425 | 208,610,490 | 207,451,107 |
Common Class A [Member] | Impact of Reverse Stock Split [Member] | |||||||
Reclassification [Line Items] | |||||||
Shares Outstanding | (202,049,834) | (200,934,014) | (199,450,970) | (197,702,929) | (195,447,863) | (194,703,124) | (193,621,033) |
Common Class B [Member] | |||||||
Reclassification [Line Items] | |||||||
Shares Outstanding | 3,702,613 | 3,702,613 | 3,702,613 | 3,702,613 | 3,702,613 | 3,702,613 | 3,702,613 |
Common Class B [Member] | Previously Reported [Member] | |||||||
Reclassification [Line Items] | |||||||
Shares Outstanding | 55,539,188 | 55,539,188 | 55,539,188 | 55,539,188 | 55,539,188 | 55,539,188 | 55,539,189 |
Common Class B [Member] | Impact of Reverse Stock Split [Member] | |||||||
Reclassification [Line Items] | |||||||
Shares Outstanding | (51,836,575) | (51,836,575) | (51,836,575) | (51,836,575) | (51,836,575) | (51,836,575) | (51,836,576) |
Description of Business, Basi_6
Description of Business, Basis of Presentation and Significant Accounting Policies - Schedule of Changes in Loss per Share and Weighted Average Shares Outstanding (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Common Class A [Member] | ||||
Reclassification [Line Items] | ||||
Basic weighted average common shares outstanding | 14,595,957 | 14,052,541 | 14,433,973 | 13,954,491 |
Dilutive weighted average common shares outstanding | 14,595,957 | 14,052,541 | 14,433,973 | 13,954,491 |
Earnings Per Share Basic | $ (1.63) | $ (11.21) | $ (4.89) | $ (20.79) |
Earnings Per Share Diluted | $ (1.63) | $ (11.21) | $ (4.89) | $ (20.79) |
Common Class B [Member] | ||||
Reclassification [Line Items] | ||||
Basic weighted average common shares outstanding | 3,702,613 | 3,702,613 | 3,702,613 | 3,702,613 |
Dilutive weighted average common shares outstanding | 3,702,613 | 3,702,613 | 3,702,613 | 3,702,613 |
Earnings Per Share Basic | $ (1.63) | $ (11.21) | $ (4.89) | $ (20.79) |
Earnings Per Share Diluted | $ (1.63) | $ (11.21) | $ (4.89) | $ (20.79) |
Previously Reported [Member] | Common Class A [Member] | ||||
Reclassification [Line Items] | ||||
Basic weighted average common shares outstanding | 210,788,116 | 209,317,361 | ||
Dilutive weighted average common shares outstanding | 210,788,116 | 209,317,361 | ||
Earnings Per Share Basic | $ (0.75) | $ (1.39) | ||
Earnings Per Share Diluted | $ (0.75) | $ (1.39) | ||
Previously Reported [Member] | Common Class B [Member] | ||||
Reclassification [Line Items] | ||||
Basic weighted average common shares outstanding | 55,539,188 | 55,539,188 | ||
Dilutive weighted average common shares outstanding | 55,539,188 | 55,539,188 | ||
Earnings Per Share Basic | $ (0.75) | $ (1.39) | ||
Earnings Per Share Diluted | $ (0.75) | $ (1.39) | ||
Impact of Reverse Stock Split [Member] | Common Class A [Member] | ||||
Reclassification [Line Items] | ||||
Basic weighted average common shares outstanding | (196,735,575) | (195,362,870) | ||
Dilutive weighted average common shares outstanding | (196,735,575) | (195,362,870) | ||
Earnings Per Share Basic | $ (10.46) | $ (19.4) | ||
Earnings Per Share Diluted | $ (10.46) | $ (19.4) | ||
Impact of Reverse Stock Split [Member] | Common Class B [Member] | ||||
Reclassification [Line Items] | ||||
Basic weighted average common shares outstanding | (51,836,575) | (51,836,575) | ||
Dilutive weighted average common shares outstanding | (51,836,575) | (51,836,575) | ||
Earnings Per Share Basic | $ (10.46) | $ (19.4) | ||
Earnings Per Share Diluted | $ (10.46) | $ (19.4) |
Description of Business, Basi_7
Description of Business, Basis of Presentation and Significant Accounting Policiesies - Schedule of Antidilutive Shares (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 0 | 0 | 0 | 0 |
Common Class A [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 3,416,360 | 1,726,599 | ||
Common Class A [Member] | Previously Reported [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 25,898,991 | |||
Common Class A [Member] | Impact of Reverse Stock Split [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | (24,172,392) | |||
Common Class A [Member] | RSUs [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 844,439 | 1,250,654 | ||
Common Class A [Member] | RSUs [Member] | Previously Reported [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 18,759,814 | |||
Common Class A [Member] | RSUs [Member] | Impact of Reverse Stock Split [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | (17,509,160) | |||
Common Class A [Member] | Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 475,945 | |||
Common Class A [Member] | Stock Option [Member] | Previously Reported [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 7,139,177 | |||
Common Class A [Member] | Stock Option [Member] | Impact of Reverse Stock Split [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | (6,663,232) |
Description of Business, Basi_8
Description of Business, Basis of Presentation and Significant Accounting Policies - Summary of stock option activity (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of RSUs Outstanding, Beginning Balance | shares | 711,922 |
Number of RSUs Outstanding, Granted | shares | 917,381 |
Vested | shares | 182,518 |
Forfeited | shares | 196,131 |
Number of RSUs Outstanding, Ending Balance | shares | 1,250,654 |
Weighted- Average Grant Date Fair Value Per Share, Beginning balance | $ / shares | $ 139.38 |
Weighted- Average Grant Date Fair Value Per Share, Granted | $ / shares | 37.59 |
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares | 128.75 |
Weighted Average Grant Date Fair Value Per Share, Forfeited | $ / shares | 112.92 |
Weighted- Average Grant Date Fair Value Per Share, Ending balance | $ / shares | $ 71.23 |
Previously Reported [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of RSUs Outstanding, Beginning Balance | shares | 10,678,818 |
Number of RSUs Outstanding, Granted | shares | 13,760,707 |
Vested | shares | 2,737,757 |
Forfeited | shares | 2,941,954 |
Number of RSUs Outstanding, Ending Balance | shares | 18,759,814 |
Weighted- Average Grant Date Fair Value Per Share, Beginning balance | $ / shares | $ 9.2 |
Weighted- Average Grant Date Fair Value Per Share, Granted | $ / shares | 2.51 |
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares | 8.4 |
Weighted Average Grant Date Fair Value Per Share, Forfeited | $ / shares | 7.18 |
Weighted- Average Grant Date Fair Value Per Share, Ending balance | $ / shares | $ 4.73 |
Impact of Reverse Stock Split [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of RSUs Outstanding, Beginning Balance | shares | 9,966,896 |
Number of RSUs Outstanding, Granted | shares | 12,843,326 |
Vested | shares | 2,555,239 |
Forfeited | shares | 2,745,823 |
Number of RSUs Outstanding, Ending Balance | shares | 17,509,160 |
Weighted- Average Grant Date Fair Value Per Share, Beginning balance | $ / shares | $ 130.18 |
Weighted- Average Grant Date Fair Value Per Share, Granted | $ / shares | 35.08 |
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares | 120.35 |
Weighted Average Grant Date Fair Value Per Share, Forfeited | $ / shares | 105.74 |
Weighted- Average Grant Date Fair Value Per Share, Ending balance | $ / shares | $ 66.5 |
Description of Business, Basi_9
Description of Business, Basis of Presentation and Significant Accounting Policies - Summary of Restricted Stock Awards Activity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Beginning balance, Shares | 1,083,241 | 1,355,093 |
Options outstanding, Granted | 1,213,495 | 82,802 |
Options outstanding, Exercised | 12,061 | 41,343 |
Options outstanding, Forfeited | 860,745 | 17,813 |
Options outstanding, Expired | 27,028 | 338 |
Options Outstanding, Ending balance, Shares | 1,396,902 | 1,378,401 |
Weighted Average, Options outstanding Beginning balance, Shares | $ 106.65 | $ 112.14 |
Weighted Average, Options outstanding, Granted | 7.6 | 72.79 |
Weighted Average, Options Outstanding, Exercised | 6.9 | 6.82 |
Weighted Average, Options outstanding, Forfeited | 105.1 | 17.67 |
Weighted Average, Options outstanding, Expired | 35.4 | 101.25 |
Weighted Average ,Options Outstanding, Ending balance, Shares | $ 23.76 | $ 114.21 |
Previously Reported [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Beginning balance, Shares | 20,326,384 | |
Options outstanding, Granted | 1,242,027 | |
Options outstanding, Exercised | 620,145 | |
Options outstanding, Forfeited | 267,189 | |
Options outstanding, Expired | 5,067 | |
Options Outstanding, Ending balance, Shares | 20,676,010 | |
Weighted Average, Options outstanding Beginning balance, Shares | $ 7.52 | |
Weighted Average, Options outstanding, Granted | 4.85 | |
Weighted Average, Options Outstanding, Exercised | 0.45 | |
Weighted Average, Options outstanding, Forfeited | 1.18 | |
Weighted Average, Options outstanding, Expired | 6.75 | |
Weighted Average ,Options Outstanding, Ending balance, Shares | $ 7.61 | |
Revision of Prior Period, Reclassification, Adjustment [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Beginning balance, Shares | 18,971,291 | |
Options outstanding, Granted | 1,159,225 | |
Options outstanding, Exercised | 578,802 | |
Options outstanding, Forfeited | 249,376 | |
Options outstanding, Expired | 4,729 | |
Options Outstanding, Ending balance, Shares | 19,297,609 | |
Weighted Average, Options outstanding Beginning balance, Shares | $ 104.63 | |
Weighted Average, Options outstanding, Granted | 67.94 | |
Weighted Average, Options Outstanding, Exercised | 6.37 | |
Weighted Average, Options outstanding, Forfeited | 16.49 | |
Weighted Average, Options outstanding, Expired | 94.5 | |
Weighted Average ,Options Outstanding, Ending balance, Shares | $ 106.6 |
Description of Business, Bas_10
Description of Business, Basis of Presentation and Significant Accounting Policies - Schedule of Customer Outstanding Accounts Receivable Greater Than 10% of Trade Accounts Receivable and Total Revenues (Details) - Customer [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Customer 1 [Member] | Accounts Receivable [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Concentration risk percentage | 26.60% | 0% | |||
Customer 1 [Member] | Revenue [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Concentration risk percentage | 100% | 0% | 100% | 0% | |
Customer 2 [Member] | Accounts Receivable [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Concentration risk percentage | 24.70% | 21.70% | |||
Customer 2 [Member] | Revenue [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Concentration risk percentage | 0% | 100% | 0% | 29.60% | |
Customer 3 [Member] | Accounts Receivable [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Concentration risk percentage | 0% | 53.30% | |||
Customer 3 [Member] | Revenue [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Concentration risk percentage | 0% | 0% | 0% | 59.20% | |
Customer 4 [Member] | Accounts Receivable [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Concentration risk percentage | 0% | 20.80% |
Revenues - Schedule of Revenue
Revenues - Schedule of Revenue Disaggregated by Type of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 256 | $ 2,777 | $ 963 | $ 9,370 |
Launch Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 5,899 |
Space Products [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 256 | $ 2,777 | $ 963 | $ 3,471 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Revenues [Abstract] | |||||
Contract asset | $ 2.7 | $ 2.4 | |||
Contract liabilities | $ 39.6 | 39.6 | $ 24.1 | ||
Revenue | 0.3 | $ 0.3 | 1 | $ 5.2 | |
Other income (expense), net | $ 0 | $ 0 | $ 1.5 | $ 0.4 |
Revenues - Additional Informa_2
Revenues - Additional Information (Details 1) $ in Millions | Sep. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 57.8 |
Expected timing of performance obligation satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 101.8 |
Expected timing of performance obligation satisfaction, period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 44 |
Expected timing of performance obligation satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 44 |
Expected timing of performance obligation satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 44 |
Expected timing of performance obligation satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 44 |
Expected timing of performance obligation satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing of performance obligation satisfaction, period | 1 year |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of fair value hierarchy (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Assets: | |
Total financial assets | $ 91,082 |
Liabilities: | |
Total financial liabilities | 33,900 |
Contingent Consideration [Member] | |
Liabilities: | |
Total financial liabilities | $ 33,900 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Liabilities |
Level 1 [Member] | |
Assets: | |
Total financial assets | $ 36,622 |
Liabilities: | |
Total financial liabilities | 0 |
Level 1 [Member] | Contingent Consideration [Member] | |
Liabilities: | |
Total financial liabilities | 0 |
Level 2 [Member] | |
Assets: | |
Total financial assets | 54,460 |
Liabilities: | |
Total financial liabilities | 0 |
Level 2 [Member] | Contingent Consideration [Member] | |
Liabilities: | |
Total financial liabilities | 0 |
Level 3 [Member] | |
Assets: | |
Total financial assets | 0 |
Liabilities: | |
Total financial liabilities | 33,900 |
Level 3 [Member] | Contingent Consideration [Member] | |
Liabilities: | |
Total financial liabilities | 33,900 |
Money market account | |
Assets: | |
Total financial assets | 21,909 |
Money market account | Level 1 [Member] | |
Assets: | |
Total financial assets | 21,909 |
Money market account | Level 2 [Member] | |
Assets: | |
Total financial assets | 0 |
Money market account | Level 3 [Member] | |
Assets: | |
Total financial assets | 0 |
US Treasury securities | |
Assets: | |
Total financial assets | 14,713 |
US Treasury securities | Level 1 [Member] | |
Assets: | |
Total financial assets | 14,713 |
US Treasury securities | Level 2 [Member] | |
Assets: | |
Total financial assets | 0 |
US Treasury securities | Level 3 [Member] | |
Assets: | |
Total financial assets | 0 |
Corporate debt securities | |
Assets: | |
Total financial assets | 16,915 |
Corporate debt securities | Level 1 [Member] | |
Assets: | |
Total financial assets | 0 |
Corporate debt securities | Level 2 [Member] | |
Assets: | |
Total financial assets | 16,915 |
Corporate debt securities | Level 3 [Member] | |
Assets: | |
Total financial assets | 0 |
Commercial paper | |
Assets: | |
Total financial assets | 34,698 |
Commercial paper | Level 1 [Member] | |
Assets: | |
Total financial assets | 0 |
Commercial paper | Level 2 [Member] | |
Assets: | |
Total financial assets | 34,698 |
Commercial paper | Level 3 [Member] | |
Assets: | |
Total financial assets | 0 |
Asset backed securities | |
Assets: | |
Total financial assets | $ 2,847 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Assets |
Asset backed securities | Level 1 [Member] | |
Assets: | |
Total financial assets | $ 0 |
Asset backed securities | Level 2 [Member] | |
Assets: | |
Total financial assets | 2,847 |
Asset backed securities | Level 3 [Member] | |
Assets: | |
Total financial assets | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 29, 2023 | Aug. 14, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Realized gain (loss) ,sale marketable securities | $ 0 | $ 0 | ||||
Fair Value | $ 0 | $ 69,173 | ||||
Settlement agreement percentage of outstanding common stock | 20% | |||||
Settlement agreement outstanding common stock value | $ 866,662 | |||||
Settlement agreement annual interest rate | 6% | |||||
Common Class A [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
contingent consideration liability | $ 10,000 | |||||
Business combination contingent consideration gain | $ 4,500 | |||||
Option One [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Settlement options, cash payment | 2,000 | $ 2,000 | ||||
Settlement options, maturity date | Oct. 02, 2023 | |||||
Option One [Member] | Common Class A [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Settlement options, adjustment related to dividing weighted average price | $ 8,000 | $ 8,000 | ||||
Option Two [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Settlement options, cash payment | $ 7,000 | |||||
Settlement options, maturity date | Oct. 02, 2023 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Available-for-Sale Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized cost | $ 69,283 | |
Gross Unrealized Loss | (110) | |
Fair Value | $ 0 | 69,173 |
US Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized cost | 14,763 | |
Gross Unrealized Loss | (50) | |
Fair Value | 14,713 | |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized cost | 16,972 | |
Gross Unrealized Loss | (57) | |
Fair Value | 16,915 | |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized cost | 34,698 | |
Gross Unrealized Loss | 0 | |
Fair Value | 34,698 | |
Asset backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized cost | 2,850 | |
Gross Unrealized Loss | (3) | |
Fair Value | $ 2,847 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Breakdown of the Available-for-Sale Marketable Securities in an Unrealized Loss Position (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
US Treasury securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value, Less than 12 months | $ 14,713 |
Fair Value, Total | 14,713 |
Gross Unrealized Loss, Less than 12 months | (50) |
Gross Unrealized Loss, Total | (50) |
Corporate debt securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value, Less than 12 months | 16,915 |
Fair Value, Total | 16,915 |
Gross Unrealized Loss, Less than 12 months | (57) |
Gross Unrealized Loss, Total | (57) |
Commercial paper | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value, Less than 12 months | 34,698 |
Fair Value, Total | 34,698 |
Gross Unrealized Loss, Less than 12 months | 0 |
Gross Unrealized Loss, Total | 0 |
Asset backed securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value, Less than 12 months | 2,847 |
Fair Value, Total | 2,847 |
Gross Unrealized Loss, Less than 12 months | (3) |
Gross Unrealized Loss, Total | $ (3) |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Gains or Losses on Available-for-Sale Marketable Securities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Fair Value Disclosures [Abstract] | |
Amortized Cost, Due in 1 year or less | $ 69,283 |
Fair Value, Due in 1 year or less | $ 69,173 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of the Changes In Fair Value of the Company Financial Instruments (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair value , Beginning balance | $ 33,900 | $ 13,700 |
Gain on change in fair value of contingent consideration | (23,900) | 29,249 |
Fair value , Ending balance | $ 10,000 | $ 42,949 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Range of Inputs To Determine The fair Value of Contingent Consideration (Details) | Dec. 31, 2022 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 4.14 |
Expected revenue volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 19 |
Revenue discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 10 |
Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 7.5 |
Supplemental Financial Inform_3
Supplemental Financial Information - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Supplemental Financial Information Abstract | ||
Raw materials | $ 11,493 | $ 2,622 |
Work in progress | 2,193 | 1,520 |
Finished goods | 0 | 0 |
Inventories, net | $ 13,686 | $ 4,142 |
Supplemental Financial Inform_4
Supplemental Financial Information - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property Plant And Equipment [Line Items] | |||||
Depreciation | $ 400,000 | $ 3,700,000 | $ 2,304,000 | $ 9,664,000 | |
Inventory write-downs | 0 | 0 | 0 | 18,828,000 | |
Inventory write-down related to discontinuance of production | 10,200,000 | ||||
Impairment charges | 0 | 0 | |||
Decrease to inventory | 1,300,000 | ||||
Increase to research and development expense | 1,300,000 | ||||
Increase to property, plant and equipment | 1,300,000 | ||||
Decrease to depreciation expense | 1,300,000 | ||||
Inventories | $ 13,686,000 | $ 13,686,000 | $ 4,142,000 | ||
Leasehold improvements, production equipment and research equipment [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Impairment charges | $ 70,300,000 | $ 70,300,000 |
Supplemental Financial Inform_5
Supplemental Financial Information - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Deposits | $ 5,783 | $ 379 |
Prepaid license and other prepaid expenses | 2,577 | 3,589 |
Employee Retention Credit - Payroll Tax | 2,101 | 4,283 |
Contract assets | 2,739 | 2,446 |
Other current assets | 2,616 | 2,799 |
Prepaid and other current assets | $ 15,816 | $ 13,496 |
Supplemental Financial Inform_6
Supplemental Financial Information - Schedule of Major Classes of Property Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | $ 51,631 | $ 45,216 |
Less: accumulated depreciation | (22,309) | (20,945) |
Property, plant and equipment, net | 29,322 | 24,271 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 5,130 | 8,309 |
Computer and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 4,140 | 2,810 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 10,100 | 10,390 |
Research Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 9,737 | 9,042 |
Production Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 21,957 | 14,100 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | $ 567 | $ 565 |
Supplemental Financial Inform_7
Supplemental Financial Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other Liabilities, Current [Abstract] | ||
Employee compensation and benefits | $ 4,675 | $ 5,861 |
Contract liabilities, current portion | 33,349 | 24,137 |
Professional services | 2,034 | 756 |
Accrued expenses | 3,694 | 4,423 |
Accrued inventory purchases | 3,680 | 2,848 |
Other (miscellaneous) | 1,226 | 4,018 |
Accrued expenses and other current liabilities | $ 48,658 | $ 42,043 |
Supplemental Financial Inform_8
Supplemental Financial Information - Schedule of Other Non Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Contract liabilities, net of current portion | $ 6,190 | $ 0 |
Other (miscellaneous) | 2,111 | 1,796 |
Other non-current liabilities | $ 8,301 | $ 1,796 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Asset Impairment Charges | $ 0 | $ 0 | ||
Goodwill [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Asset Impairment Charges | $ 58,300,000 | $ 58,300,000 | ||
Intangible Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Asset Impairment Charges | $ 0 | $ 4,800,000 | $ 0 | $ 4,800,000 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | $ 12,415 | $ 12,415 |
Intangible assets accumulated amortization | (6,078) | (4,389) |
Intangible assets subject to amortization, accumulated amortization | (6,078) | (4,389) |
Total intangible assets | 6,337 | 8,026 |
Total intangible assets, Carrying amount | 14,521 | 14,521 |
Total intangible assets | 8,443 | 10,132 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying amount | 2,106 | 2,106 |
Infinite lived intangible assets accumulated amortization | 0 | 0 |
Total intangible assets | 2,106 | 2,106 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | 9,909 | 9,909 |
Intangible assets subject to amortization, accumulated amortization | (4,076) | (2,910) |
Total intangible assets | 5,833 | 6,999 |
Customer Contracts And Related Relationship [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | 2,383 | 2,383 |
Intangible assets subject to amortization, accumulated amortization | (1,879) | (1,376) |
Total intangible assets | 504 | 1,007 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | 123 | 123 |
Intangible assets subject to amortization, accumulated amortization | (123) | (103) |
Total intangible assets | $ 0 | $ 20 |
Intangible Assets - Expected Fu
Intangible Assets - Expected Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 (remainder) | $ 558 | |
2024 | 1,891 | |
2025 | 1,555 | |
2026 | 1,555 | |
2027 | 778 | |
Total intangible assets | $ 6,337 | $ 8,026 |
Senior Notes and Warrants - Add
Senior Notes and Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Aug. 04, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Reverse Stock Split | 22,500,000 | |||
Total purchase price of initial note | $ 12,100 | |||
Proceeds from debt net of issuance costs | $ 5,958 | |||
Warrant condition | Certain of those conditions in the Purchase Agreement for the issuance of Additional Notes include, but are not limited to: (i) the daily VWAP (as defined in the Warrants) of the Class A Common Stock on Nasdaq is not less than $1.00, (ii) after giving pro forma effect to the proposed subsequent closings, the Company’s pro forma indebtedness does not exceed certain specified relative percentages of its market capitalization, (iii) the last funding date under the Securities Purchase Agreement was at least 90 days prior to the proposed subsequent closing, (iv) on the subsequent closing date, the Company will have aggregate capacity to generate gross proceeds of at least $20.0 million under an approved at-the-market equity program and/or equity line; and (v) if the Company reports cash and cash equivalents of less than $50.0 million at the end of the calendar quarter immediately preceding the date of such Additional Note purchase, the Company’s Available Cash (as defined in the Purchase Agreement) on the last calendar day of such quarterly period must be greater than or equal to (x) the sum of the Company’s cash and cash equivalents on the last calendar day of the immediately preceding calendar quarter, less (y) $10.0 million. No offer to sell Additional Note to the Investor may occur earlier than two trading days following the Company’s public announcement of its earnings for the fiscal year ended December 31, 2023 and no later than August 4, 2024. | |||
Cash and cash equivalents | $ 13,870 | $ 33,644 | ||
Adjustment Increase Decrease Cash and CashEquivalents | $ 10,000 | |||
Senior note, net cash proceeds | 12,125 | $ 0 | ||
Debt issuance cost | 1,355 | $ 0 | ||
Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Poceeds from issuance | 20,000 | 20,000 | ||
Cash and cash equivalents | 15,000 | $ 15,000 | ||
Additional Notes [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Cash and cash equivalents | $ 50,000 | |||
Common Class A [Member] | ||||
Debt Instrument [Line Items] | ||||
Warrants purchased | 1,500,000 | |||
Common Class A [Member] | Additional Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of aggregate principal amount of the Additional Notes | 65% | |||
Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 12,500 | |||
Proceeds from debt net of issuance costs | $ 10,800 | |||
Initial notes issued at discount rate | 3% | |||
Senior note maturity date | Nov. 01, 2024 | |||
Annual interest rate | 9% | |||
Increase in interest rate in the event of default | 15% | |||
Cash amortization payments | $ 2,500 | |||
Percentage of outstanding principal amount | 105% | |||
Debt instrument accelerated redemption price percentage | 115% | |||
Interest rate accrual | 15% | |||
Debt issuance cost, fee amount | $ 400 | |||
Debt issuance cost | 1,400 | |||
Unamortized discount | 6,500 | |||
Interest rate, effective percentage | 62.45% | |||
Senior Notes [Member] | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior note, net cash proceeds | 12,100 | |||
Senior Notes [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding term loan advances | $ 5,000 | |||
Senior Notes [Member] | Warrant [Member] | ||||
Debt Instrument [Line Items] | ||||
Warrants exercise price per share | $ 6.75 | |||
Poceeds from issuance | $ 20,000 | |||
Share price prior to reverse stock split | $ 0.45 | |||
Proceeds from the loan proportionately to the Term Loan and to the Warrants | $ 4,800 | |||
Debt issuance cost | 4,800 | |||
Senior Notes [Member] | Additional Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 7,500 | |||
Senior Notes [Member] | Common Class A [Member] | Warrant [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Warrants exercise price per share | $ 1 |
Senior Notes and Warrants - Sum
Senior Notes and Warrants - Summary of Fair Value of Initial Warrants Using Black-Scholes Option Pricing Model (Details) - $ / shares | 9 Months Ended | ||
Aug. 04, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise Price | $ 7.6 | $ 72.79 | |
Warrant [Member] | Senior Notes [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected terms (years) | 5 years | ||
Expected volatility | 93.60% | ||
Risk-free interest rate | 3.99% | ||
Expected dividend rate | 0% | ||
Grant-date fair value | $ 6 | ||
Exercise Price | $ 6.75 |
Senior Notes and Warrants - S_2
Senior Notes and Warrants - Summary of Net Proceeds After Deducting Issuance Costs and Fair Value (Details) $ in Thousands | Aug. 04, 2023 USD ($) | |
Debt Instrument [Line Items] | ||
Senior Note Principal | $ 12,500 | |
Less: lender original issue discount | 375 | [1] |
Net cash proceeds | 12,125 | |
Less: cash expenses for third-party issuance costs | 1,356 | [1] |
Net proceeds after lender fees and third-party issuance costs | 10,769 | |
Less: Discount associated with fair value of Warrants | 4,811 | [1] |
Senior Note, net proceeds after lender fees, third-party issuance costs and Warrants | $ 5,958 | |
[1] amounts have been accounted for as debt discount and are being amortized to interest expense over the term of the loan using the effective interest method. |
Senior Notes and Warrants - S_3
Senior Notes and Warrants - Summary of Carrying Value of Initial Note (Details) $ in Thousands | Aug. 04, 2023 USD ($) |
Debt Instrument [Line Items] | |
Senior Note | $ 12,500 |
Less: Unamortized debt discount and issuance costs | (5,424) |
Carrying value of Senior Note | $ 7,076 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 16, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Income tax (benefit) expense | $ 0 | $ 0 | $ 0 | $ 0 | |
Percent of minimum tax on book income | 15% | ||||
Percent of excise tax on net stock repurchases | 1% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | ||||
Jul. 21, 2023 | Sep. 30, 2023 | Mar. 14, 2023 | May 20, 2022 | Apr. 27, 2022 | |
Retention costs payable | $ 1.5 | $ 20 | |||
Outstanding purchase commitments | $ 26.9 | ||||
Dismissal date of amended complaint | Jul. 21, 2023 | ||||
Stockholder derivative suit filed date | June 30, 2023 | ||||
Common stock, shares authorized | 466,000,000 | ||||
Maximum [Member] | |||||
Common stock, shares authorized | 465,000,000 | ||||
Minimum [Member] | |||||
Common stock, shares authorized | 220,000,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 13, 2023 | Jul. 10, 2023 | Jun. 08, 2023 | Aug. 02, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Aug. 04, 2023 | Dec. 31, 2022 | |
Common stock, shares authorized | 466,000,000 | 466,000,000 | |||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Newly issued shares, value | $ 0 | ||||||||
Reverse Stock Split description | 1-for-15 | 1-for-5 to 1-for-15 | |||||||
Common Class A [Member] | |||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares issued | 14,849,265 | 14,849,265 | 14,246,498 | ||||||
Common stock, shares outstanding | 14,849,265 | 14,849,265 | 14,246,498 | ||||||
Warrants issued | 1,500,000 | ||||||||
Common Class A [Member] | Prior to Reverse Stock Split [Member] | |||||||||
Warrants issued | 22,500,000 | ||||||||
Common Class A [Member] | B. Riley Principal Capital II, LLC [Member] | Purchase Agreement And Registration Rights Agreement [Member] | |||||||||
Newly issued shares, value | $ 100,000 | ||||||||
Common Class A [Member] | B. Riley Principal Capital II, LLC [Member] | Purchase Agreement And Registration Rights Agreement [Member] | Prior to Reverse Stock Split [Member] | |||||||||
Newly issued shares | 53,059,650 | ||||||||
Common Class A [Member] | ATM Sales Agreement [Member] | |||||||||
Average price per share | $ 3.41 | $ 3.41 | |||||||
Proceeds from Issuance of Common Stock | $ 800 | ||||||||
Newly issued shares | 241,877 | ||||||||
Issuance cost related to leagal | $ 300 | $ 300 | |||||||
Poceeds from issuance | 800 | ||||||||
Broker commissions fees and third party issuance costs | $ 100 | ||||||||
Common Class A [Member] | Roth Capital Partners LLC [Member] | |||||||||
Common stock, par value | $ 0.0001 | ||||||||
Sale of Stock, Consideration Received Per Transaction | $ 65,000 | ||||||||
Common Class B [Member] | |||||||||
Common stock, shares authorized | 65,000,000 | 65,000,000 | 65,000,000 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares issued | 3,702,613 | 3,702,613 | 3,702,613 | ||||||
Common stock, shares outstanding | 3,702,613 | 3,702,613 | 3,702,613 | ||||||
Reverse Stock Split description | 1-for-15 | ||||||||
Preferred Stock [Member] | |||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||
Preference shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Class A and Class B Common Stock [Member] | |||||||||
Reverse Stock Split description | 1-for-5 to 1-for-15 | ||||||||
Class A and Class B Common Stock [Member] | B. Riley Principal Capital II, LLC [Member] | Purchase Agreement And Registration Rights Agreement [Member] | |||||||||
Newly issued shares | 3,537,310 | ||||||||
Number of shares, percentage | 19.99% |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Aug. 04, 2023 | Mar. 08, 2023 | Sep. 20, 2021 | Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||
Description of reverse stock split | all share and per share amounts below have been restated to give effect to the Reverse Stock Split on September 13, 2023. For the impact of the Reverse Stock Split on prior period comparable share and per share amounts and additional information related to the Reverse Stock Split | |||||||
Stock-based compensation expense | $ 4,759,000 | $ 13,748,000 | $ 7,975,000 | $ 43,580,000 | ||||
Award granted | 1,213,495 | 82,802 | ||||||
Award Forfieted | 860,745 | 17,813 | ||||||
Unvested aggregate intrinsic value | $ 2,863,000 | $ 2,863,000 | ||||||
2021 Employee Stock Purchase Plan [Member] | ||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||
Poceeds from issuance | $ 558,077 | |||||||
Discount on Shares Purchased | 15% | |||||||
Shares Issued | 98,592 | 98,592 | ||||||
Unrecognized Stock Based Compensation Expense | $ 100,000 | |||||||
Cost Over Weighted Average Period | 6 months 21 days | |||||||
2023 Bonus Incentive Plan [Member] | ||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 353,333 | |||||||
Fair value | $ 10,300,000 | |||||||
Cost of Sales [Member] | ||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||
Stock-based compensation expense | 0 | 109,000 | $ 0 | $ 806,000 | ||||
Research and Development Expense [Member] | ||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||
Stock-based compensation expense | 2,061,000 | $ 5,565,000 | 5,756,000 | $ 17,133,000 | ||||
Previously Reported [Member] | ||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||
Award granted | 1,242,027 | |||||||
Award Forfieted | 267,189 | |||||||
Minimum [Member] | ||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||
Poceeds from issuance | $ 20,000,000 | $ 20,000,000 | ||||||
Stock-Based Awards [Member] | ||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||
Weighted average period expected to be recognized | 2 years 8 months 12 days | |||||||
Unrecognized Stock Based Compensation Expense | $ 37,000,000 | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||
Fair value | 1,200,000 | |||||||
Unvested aggregate intrinsic value | $ 1,600,000 | $ 1,600,000 | ||||||
Performance Based Stock Option [Member] | ||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||
Vesting Percentage | 20% | |||||||
Performance Based Stock Option [Member] | Previously Reported [Member] | 2023 Bonus Incentive Plan [Member] | ||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||
Poceeds from issuance | $ 5,300,000 | |||||||
Performance Based Stock Option [Member] | Executive Officer | ||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||
Award granted | 873,745 | |||||||
Award Forfieted | 650,809 | |||||||
Performance Based Stock Option [Member] | Executive Officer | Previously Reported [Member] | ||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||
Award granted | 13,016,178 | |||||||
Award Forfieted | 9,762,133 | |||||||
PSUs [Member] | ||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||
Compensation cost | $ 100,000 | $ 1,500,000 | ||||||
Forecast [Member] | 2023 Bonus Incentive Plan [Member] | ||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||
Fair value | $ 5,500,000 | |||||||
Milestones A | ||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||
Share Price | $ 15 | $ 15 | ||||||
Share Price Threshold Amount | $ 225,000 | |||||||
Milestones B | ||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||
Share Price | $ 20 | $ 20 | ||||||
Share Price Threshold Amount | $ 300,000 | |||||||
Stock-based compensation expense | $ 6,800,000 | |||||||
Unrecognized Stock Based Compensation Expense | $ 3,600,000 | |||||||
Milestones C | ||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||
Share Price | $ 30 | $ 30 | ||||||
Share Price Threshold Amount | $ 450,000 | |||||||
Unrecognized Stock Based Compensation Expense | $ 24,600,000 | |||||||
Milestone D | ||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||
Share Price | 40 | $ 40 | ||||||
Share Price Threshold Amount | $ 600,000 | |||||||
Milestone E | ||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||
Share Price | $ 50 | $ 50 | ||||||
Share Price Threshold Amount | $ 750,000 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | $ 4,759 | $ 13,748 | $ 7,975 | $ 43,580 |
Cost of revenues [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 0 | 109 | 0 | 806 |
Research and Development [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 2,061 | 5,565 | 5,756 | 17,133 |
Sales and Marketing [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 426 | 1,562 | (130) | 4,559 |
General and Administrative [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | $ 2,271 | $ 6,512 | $ 2,348 | $ 21,082 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |||
Options outstanding Beginning balance, Shares | 1,083,241 | 1,355,093 | 1,355,093 |
Options outstanding, Granted | 1,213,495 | 82,802 | |
Options outstanding, Exercised | (12,061) | (41,343) | |
Options outstanding, Forfeited/Cancelled | (860,745) | (17,813) | |
Options outstanding, Expired | (27,028) | (338) | |
Options Outstanding, Ending balance, Shares | 1,396,902 | 1,378,401 | 1,083,241 |
Unvested, Ending balance | 1,085,529 | ||
Exercisable, Ending balance | 311,418 | ||
Weighted Average, Options outstanding Beginning balance, Shares | $ 106.65 | $ 112.14 | $ 112.14 |
Weighted Average, Options outstanding, Granted | 7.6 | 72.79 | |
Weighted Average, Options Outstanding, Exercised | 6.9 | 6.82 | |
Weighted Average, Options outstanding, Forfeited | 105.1 | 17.67 | |
Weighted Average, Options outstanding, Expired | 35.4 | 101.25 | |
Weighted Average ,Options Outstanding, Ending balance, Shares | 23.76 | $ 114.21 | $ 106.65 |
Weighted- Average Exercise Price - Unvested | 17.79 | ||
Exercisable - June 30, 2023 | $ 44.54 | ||
Weighted average remaining term, outstanding | 8 years 1 month 6 days | 8 years 4 months 24 days | |
Weighted average remaining term, exercised | 4 months 24 days | ||
Weighted Average Remaining Term Granted | 6 years 10 months 24 days | ||
Weighted- Average Remaining Term Unvested | 8 years 4 months 24 days | ||
Weighted Average Remaining Term, Exercisable | 7 years | ||
Outstanding aggregate intrinsic value, Beginning balance | $ 9,630 | ||
Outstanding aggregate intrinsic value, Ending balance | 4,239 | $ 9,630 | |
Unvested aggregate intrinsic value | 2,863 | ||
Exercisable June 30, 2023 | $ 1,377 |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of fair value of options granted (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | ||
2023 Bonus Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Expected terms (years) | 6 years 1 month 6 days | ||||
Expected volatility | 92.25% | ||||
Expected dividend rate | 0% | ||||
2023 Bonus Incentive Plan [Member] | Minimum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Expected volatility | 91.84% | ||||
Risk-free interest rate | 4.04% | ||||
Grant-date fair value | $ 3.87 | ||||
2023 Bonus Incentive Plan [Member] | Maximum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Expected volatility | 95.20% | ||||
Risk-free interest rate | 4.15% | ||||
Grant-date fair value | $ 4.72 | ||||
2023 Bonus Incentive Plan [Member] | Forecast [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Expected terms (years) | 6 years 1 month 6 days | ||||
Expected dividend rate | 0% | ||||
2023 Bonus Incentive Plan [Member] | Forecast [Member] | Minimum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Expected volatility | 94.91% | ||||
Risk-free interest rate | 4.68% | ||||
Grant-date fair value | $ 0.97 | ||||
2023 Bonus Incentive Plan [Member] | Forecast [Member] | Maximum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Expected volatility | 95.20% | ||||
Risk-free interest rate | 4.73% | ||||
Grant-date fair value | $ 1.09 | ||||
Time Based Options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Expected terms (years) | [1] | 6 years 6 months | 5 years 9 months 18 days | ||
Expected volatility | [2] | 95.80% | 68.90% | ||
Risk-free interest rate | [3] | 1.70% | |||
Expected dividend rate | [4] | 0% | 0% | ||
Grant-date fair value | $ 3.2 | ||||
Time Based Options | Minimum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Risk-free interest rate | [3] | 3.46% | |||
Grant-date fair value | $ 0.25 | ||||
Time Based Options | Maximum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Risk-free interest rate | [3] | 4.03% | |||
Grant-date fair value | $ 1.96 | ||||
[1] The expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern. Expected volatility, or the standard deviation of annualized returns, was calculated based on the Company's common stock price history for the expected term as of the valuation date. Risk-free interest was obtained from U.S. treasury notes for the expected terms noted as of the valuation date The Company has assumed a dividend yield of zero as it has no plans to declare dividends in the foreseeable future |
Stock-based Compensation - Su_4
Stock-based Compensation - Summary of restricted stock units (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of RSUs Outstanding, Beginning Balance | 711,922 | |
Number of RSUs Outstanding, Granted | 917,381 | |
Number of RSUs Outstanding, Vested | (182,518) | |
Number of RSUs Outstanding, Forfeited | (196,131) | |
Number of RSUs Outstanding, Ending Balance | 1,250,654 | |
Weighted- Average Grant Date Fair Value Per Share, Beginning balance | $ 139.38 | |
Weighted- Average Grant Date Fair Value Per Share, Granted | 37.59 | |
Weighted Average Grant Date Fair Value Per Share, Vested | 128.75 | |
Weighted Average Grant Date Fair Value Per Share, Forfeited | 112.92 | |
Weighted- Average Grant Date Fair Value Per Share, Ending balance | $ 71.23 | |
RSUs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of RSUs Outstanding, Beginning Balance | 1,074,790 | |
Number of RSUs Outstanding, Granted | 210,102 | |
Number of RSUs Outstanding, Vested | (185,581) | |
Number of RSUs Outstanding, Forfeited | (252,124) | |
Number of RSUs Outstanding, Ending Balance | 847,187 | |
Weighted- Average Grant Date Fair Value Per Share, Beginning balance | $ 50.25 | |
Weighted- Average Grant Date Fair Value Per Share, Granted | 6.76 | |
Weighted Average Grant Date Fair Value Per Share, Vested | 67.2 | |
Weighted Average Grant Date Fair Value Per Share, Forfeited | 57.48 | |
Weighted- Average Grant Date Fair Value Per Share, Ending balance | $ 34.29 |
Loss per Share - Schedule of Co
Loss per Share - Schedule of Computation of Basic and Diluted Loss (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Common Class A [Member] | ||||
Net loss attributed to common stockholders | $ (23,727) | $ (157,592) | $ (70,546) | $ (290,145) |
Basic weighted average common shares outstanding | 14,595,957 | 14,052,541 | 14,433,973 | 13,954,491 |
Dilutive weighted average common shares outstanding | 14,595,957 | 14,052,541 | 14,433,973 | 13,954,491 |
Income (Loss) from Continuing Operations, Per Basic Share | $ (1.63) | $ (11.21) | $ (4.89) | $ (20.79) |
Income (Loss) from Continuing Operations, Per Diluted Share | $ (1.63) | $ (11.21) | $ (4.89) | $ (20.79) |
Common Class B [Member] | ||||
Net loss attributed to common stockholders | $ (6,019) | $ (41,522) | $ (18,097) | $ (76,985) |
Basic weighted average common shares outstanding | 3,702,613 | 3,702,613 | 3,702,613 | 3,702,613 |
Dilutive weighted average common shares outstanding | 3,702,613 | 3,702,613 | 3,702,613 | 3,702,613 |
Income (Loss) from Continuing Operations, Per Basic Share | $ (1.63) | $ (11.21) | $ (4.89) | $ (20.79) |
Income (Loss) from Continuing Operations, Per Diluted Share | $ (1.63) | $ (11.21) | $ (4.89) | $ (20.79) |
Loss per Share - Additional Inf
Loss per Share - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Preferred dividends declared | $ 0 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 0 | 0 |
Loss per Share - Schedule of _2
Loss per Share - Schedule of Computation of diluted Shares Outstanding (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total | 0 | 0 | 0 | 0 |
Common Class A [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total | 3,416,360 | 1,726,599 | ||
Common Class A [Member] | RSUs [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total | 844,439 | 1,250,654 | ||
Common Class A [Member] | Stock Options [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total | 1,070,254 | 475,945 | ||
Common Class A [Member] | Warrant [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total | 1,501,667 | 0 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information by Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 256 | $ 2,777 | $ 963 | $ 9,370 |
Total cost of revenues | 232 | 1,071 | 620 | 29,530 |
Total gross profit (loss) | 24 | 1,706 | 343 | (20,160) |
Launch Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 5,899 |
Total cost of revenues | 0 | 0 | 0 | 28,193 |
Total gross profit (loss) | 0 | 0 | 0 | (22,294) |
Space Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 256 | 2,777 | 963 | 3,471 |
Total cost of revenues | 232 | 1,071 | 620 | 1,337 |
Total gross profit (loss) | $ 24 | $ 1,706 | $ 343 | $ 2,134 |
Segment Information - Summary o
Segment Information - Summary of Reconciles Segment Gross Profit to Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting [Abstract] | ||||
Gross profit (loss) | $ 24 | $ 1,706 | $ 343 | $ (20,160) |
Research and development | 21,677 | 32,821 | 77,154 | 111,546 |
Selling and marketing | 1,630 | 4,052 | 4,764 | 13,452 |
General and administrative | 9,834 | 19,222 | 33,096 | 60,816 |
Impairment expense | 0 | 75,116 | 0 | 75,116 |
Goodwill impairment | 0 | 58,251 | 0 | 58,251 |
(Gain) loss on change in fair value of contingent consideration | (4,510) | 11,949 | (23,900) | 29,249 |
Interest income | (99) | (616) | (1,813) | (1,146) |
Interest expense | 1,339 | 0 | 1,339 | 0 |
Other expense (income), net | (101) | 25 | (1,654) | (314) |
Loss before taxes | $ (29,746) | $ (199,114) | $ (88,643) | $ (367,130) |
Segment Information - Additiona
Segment Information - Additional Information (Details) - Segment | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting [Abstract] | ||
Number of Operating and Reportable Segments | 1 | 2 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||||
Nov. 08, 2023 | Nov. 01, 2023 | Oct. 11, 2023 | Oct. 02, 2023 | Sep. 29, 2023 | Aug. 14, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Nov. 06, 2023 | Oct. 30, 2023 | Aug. 04, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||||||||||||
Newly issued shares, value | $ 0 | ||||||||||||
Weighted average price | $ 114.21 | $ 23.76 | $ 106.65 | $ 112.14 | |||||||||
Common Class A [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrants purchased | 1,500,000 | ||||||||||||
Common stock, par value | $ 0.0001 | 0.0001 | |||||||||||
Common Class A [Member] | Option One [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Newly issued shares | 4,915,085 | ||||||||||||
Divided number of shares issued | $ 8,000,000 | $ 8,000,000 | |||||||||||
Common Class B [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Approval of transaction of shares, description | Under Nasdaq Listing Rule 5635(d), stockholder approval is required for a transaction other than a public offering involving the sale or issuance by an issuer of shares of common stock if the number of shares to be issued is or may be equal to 20% or more of the number of shares of common stock outstanding before the issuance, at a price that is less than the “minimum price,” defined as the lower of the closing price immediately preceding the signing of the binding agreement or the average closing price of the shares of common stock for the five trading days immediately preceding the signing of the binding agreement | ||||||||||||
Purchase price | $ 1.5 | ||||||||||||
Voting Rights | The Class B Common Stock constitutes approximately 66% of the voting power of the Company. Mr. Kemp and Dr. London serve as directors of the Company, and serve the Company as chief executive officer and chief technology officer, respectively. Mr. Kemp also serves as chairman of the Board of Directors. | ||||||||||||
Percentage of Voting Right | 66% | ||||||||||||
Subsequent Event [Member] | Senior note | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Payment to the investor | $ 2,100,000 | ||||||||||||
Principl reduction in accrued insterest | $ 2,000,000 | ||||||||||||
Borrowing capacity, amount | $ 8,000,000 | ||||||||||||
Percentage of amount paid in cash | 115% | ||||||||||||
Percentage of amortization payment | 115% | ||||||||||||
Debt instrument, default, interest rate | 15% | ||||||||||||
Amortization payment, Net | $ 3,100,000 | ||||||||||||
Amortization payment, Gross | $ 2,500,000 | ||||||||||||
Subsequent Event [Member] | Minimum [Member] | Senior note | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Unrestricted and unencumbered cash and cash equivalents | $ 10,500,000 | ||||||||||||
Subsequent Event [Member] | Bridge Loan Financing [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Total investment amount | $ 13,400,000 | ||||||||||||
Minimum financing from the investors | 15,000,000 | ||||||||||||
Maximum financing from the investors | 25,000,000 | ||||||||||||
Aggregate principal amount | 3,050,000 | ||||||||||||
Subsequent Event [Member] | Bridge Loan Financing [Member] | Senior note | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Aggregate principal amount | $ 8,000,000 | ||||||||||||
Subsequent Event [Member] | Common Class A [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Newly issued shares | 4,519,085 | ||||||||||||
Aggregate value of shares issued | $ 866,661.78 | ||||||||||||
Offer Price Premium | 103% | ||||||||||||
Closing Price | $ 0.74 | ||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||
Offer Price Premium Volume | 83% | ||||||||||||
Interest accruing rate | 6% | ||||||||||||
Weighted average price | $ 0.82 | ||||||||||||
Subsequent Event [Member] | Common Class A [Member] | Option One [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Newly issued shares | 3,708,520 | ||||||||||||
Newly issued shares, value | $ 2,000,000 | ||||||||||||
Divided number of shares issued | $ 8,000,000 | ||||||||||||
Subsequent Event [Member] | Common Class A [Member] | Bridge Loan Financing [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrants purchased | 5,314,201 | 1,500,000 | |||||||||||
Purchase price | $ 0.125 | ||||||||||||
Warrants exercise price per share | $ 0.808 | ||||||||||||
Warrants Price | $ 664,275 | ||||||||||||
Subsequent Event [Member] | Common Class B [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock, par value | $ 0.0001 |