Cover
Cover | 12 Months Ended |
Dec. 31, 2021 | |
Entity Listings [Line Items] | |
Document Type | S-1 |
Entity Registrant Name | AEye, Inc. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Flag | false |
Entity Central Index Key | 0001818644 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 14,183 | $ 15,275 |
Marketable securities | 149,824 | 0 |
Accounts receivable, net | 4,222 | 156 |
Inventories, net | 4,085 | 2,655 |
Prepaid and other current assets | 5,051 | 1,396 |
Total current assets | 177,365 | 19,482 |
Property and equipment, net | 5,129 | 4,865 |
Restricted cash | 2,150 | 1,223 |
Other noncurrent assets | 1,509 | 315 |
Total assets | 186,153 | 25,885 |
CURRENT LIABILITIES: | ||
Accounts payable | 2,542 | 1,807 |
Accrued expenses and other current liabilities | 8,739 | 3,356 |
Contract liabilities | 2,287 | 660 |
Convertible notes | 0 | 29,079 |
Borrowings—net of debt issuance costs, noncurrent | 0 | 2,693 |
Total current liabilities | 13,568 | 37,595 |
Deferred rent, noncurrent | 3,032 | 3,631 |
Borrowings—net of debt issuance costs, noncurrent | 0 | 2,884 |
Other noncurrent liabilities | 786 | 0 |
Total liabilities | 17,386 | 44,110 |
COMMITMENTS AND CONTINGENCIES (Note 18) | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock—$0.0001 par value: 1,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock—$0.0001 par value: 300,000,000 shares authorized; 155,137,237 and 101,286,645 shares issued and outstanding at December 31, 2021 and 2020 | 16 | 10 |
Additional paid-in capital | 320,937 | 68,549 |
Accumulated other comprehensive loss | (391) | 0 |
Accumulated deficit | (151,795) | (86,784) |
Total stockholders' equity (deficit) | 168,767 | (18,225) |
Total liabilities and stockholders' equity (deficit) | $ 186,153 | $ 25,885 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Aug. 16, 2021 | Aug. 15, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||||
Preferred stock — par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock — shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock — shares issued (in shares) | 0 | 0 | ||
Preferred stock — shares outstanding (in shares) | 0 | 16,383,725 | 0 | |
Common stock — par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock — shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | |
Common stock — shares issued (in shares) | 155,137,237 | 101,286,645 | ||
Common stock — shares outstanding (in shares) | 155,137,237 | 154,404,302 | 101,286,645 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUE: | ||
Total revenues | $ 3,007 | $ 1,579 |
COST OF REVENUE | 3,637 | 808 |
Gross profit (loss) | (630) | 771 |
OPERATING EXPENSES: | ||
Research and development | 26,543 | 17,130 |
Sales and marketing | 10,548 | 3,408 |
General and administrative | 25,514 | 6,715 |
Total operating expenses | 62,605 | 27,253 |
LOSS FROM OPERATIONS | (63,235) | (26,482) |
OTHER INCOME (EXPENSE): | ||
Change in fair value of embedded derivative liability and warrant liabilities | 223 | 1,410 |
Gain on PPP loan forgiveness | 2,297 | 0 |
Interest income and other | 561 | 23 |
Interest expense and other | (4,857) | (1,502) |
Total other income (expense), net | (1,776) | (69) |
Provision for income tax expense | 0 | 0 |
Net loss | (65,011) | (26,551) |
Net unrealized loss on available-for-sale debt securities | (391) | 0 |
Comprehensive loss | $ (65,402) | $ (26,551) |
PER SHARE DATA | ||
Net loss per common share (basic) (in dollars per share) | $ (0.60) | $ (0.26) |
Net loss per common share (diluted) (in dollars per share) | $ (0.60) | $ (0.26) |
Weighted average common shares outstanding (basic) (in shares) | 109,055,894 | 102,803,202 |
Weighted average common shares outstanding (diluted) (in shares) | 109,055,894 | 102,803,202 |
Prototype sales | ||
REVENUE: | ||
Total revenues | $ 1,004 | $ 365 |
Development contracts | ||
REVENUE: | ||
Total revenues | $ 2,003 | $ 1,214 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Previously reported | Retroactive application of recapitalization | Preferred Stock | Preferred StockPreviously reported | Preferred StockRetroactive application of recapitalization | Common Stock | Common StockPreviously reported | Common StockRetroactive application of recapitalization | Additional Paid-in Capital | Additional Paid-in CapitalPreviously reported | Additional Paid-in CapitalRetroactive application of recapitalization | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossPreviously reported | Accumulated Other Comprehensive LossRetroactive application of recapitalization | Accumulated Deficit | Accumulated DeficitPreviously reported | Accumulated DeficitRetroactive application of recapitalization |
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 16,383,725 | (16,383,725) | 102,945,482 | 11,283,838 | 91,661,644 | ||||||||||||
Beginning balance at Dec. 31, 2019 | $ 5,711 | $ 5,711 | $ 0 | $ 0 | $ 62,639 | $ (62,639) | $ 10 | $ 0 | $ 10 | $ 65,934 | $ 3,305 | $ 62,629 | $ (60,233) | $ (60,233) | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Stock-based compensation | 1,952 | 1,952 | ||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,877,233 | |||||||||||||||||
Issuance of common stock upon exercise of stock options | 663 | 663 | ||||||||||||||||
Unrealized loss on available-for-sale debt securities | 0 | |||||||||||||||||
Repurchase of common stock (in shares) | (3,536,070) | |||||||||||||||||
Net loss | (26,551) | (26,551) | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 16,383,725 | (16,383,725) | 101,286,645 | 10,838,010 | 90,448,635 | ||||||||||||
Ending balance at Dec. 31, 2020 | (18,225) | (18,225) | 0 | $ 0 | $ 62,639 | $ (62,639) | $ 10 | $ 0 | $ 10 | 68,549 | 5,920 | 62,629 | $ 0 | $ 0 | $ 0 | (86,784) | (86,784) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 204,119 | |||||||||||||||||
Conversion of convertible notes and accrued interest into Class A common stock (in shares) | 20,778,097 | |||||||||||||||||
Net settlement of common stock and Series A preferred stock warrants (in shares) | 240,806 | |||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 16,383,725 | (16,383,725) | 101,286,645 | 10,838,010 | 90,448,635 | ||||||||||||
Beginning balance at Dec. 31, 2020 | (18,225) | $ (18,225) | $ 0 | $ 0 | $ 62,639 | $ (62,639) | $ 10 | $ 0 | $ 10 | 68,549 | $ 5,920 | $ 62,629 | 0 | $ 0 | $ 0 | (86,784) | $ (86,784) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Stock-based compensation | $ 10,018 | 10,018 | ||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 312,037 | 312,037 | ||||||||||||||||
Issuance of common stock upon exercise of stock options | $ 150 | 150 | ||||||||||||||||
Conversion of convertible notes and accrued interest into Class A common stock (in shares) | 20,778,097 | |||||||||||||||||
Conversion of convertible notes and accrued interest into Class A common stock | 39,095 | $ 2 | 39,093 | |||||||||||||||
Business Combination and PIPE financing (in shares) | 31,894,635 | |||||||||||||||||
Business Combination and PIPE financing | 256,811 | $ 3 | 256,808 | |||||||||||||||
Transaction costs related to Business Combination and PIPE financing | (52,661) | (52,661) | ||||||||||||||||
Net settlement of common stock and Series A preferred stock warrants (in shares) | 240,806 | |||||||||||||||||
Assumption of the private placement warrant liability in connection with Business Combination | (268) | (268) | ||||||||||||||||
Commitment shares for Common Stock Purchase Agreement (in shares) | 302,634 | |||||||||||||||||
Commitment shares for Common Stock Purchase Agreement | 1,583 | 1,583 | ||||||||||||||||
Repurchase of stock options | (1,500) | (1,500) | ||||||||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 448,604 | |||||||||||||||||
Issuance of common stock upon vesting of restricted stock units | 1 | $ 1 | ||||||||||||||||
Taxes related to net share settlement of equity awards (in shares) | (126,221) | |||||||||||||||||
Taxes related to net share settlement of equity awards | (835) | (835) | ||||||||||||||||
Unrealized loss on available-for-sale debt securities | (391) | (391) | ||||||||||||||||
Net loss | (65,011) | (65,011) | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 155,137,237 | ||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 168,767 | $ 0 | $ 16 | $ 320,937 | $ (391) | $ (151,795) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (65,011) | $ (26,551) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,014 | 922 |
Noncash common stock purchase agreement costs | 1,583 | 0 |
Inventory write-downs | 1,203 | 72 |
Change in fair value of embedded derivative liability and warrant liabilities | (223) | (1,410) |
Noncash gain on PPP loan forgiveness | (2,297) | 0 |
Stock-based compensation | 10,018 | 1,952 |
Amortization of debt issuance costs | 725 | 97 |
Amortization of debt discount | 752 | 830 |
Amortization of premiums on marketable securities, net of change in accrued interest | 310 | 0 |
Other | 287 | 68 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (4,066) | (13) |
Inventories, net | (2,633) | (309) |
Prepaid and other current assets | (3,655) | 3,811 |
Other noncurrent assets | (1,483) | (193) |
Accounts payable | 557 | 484 |
Accrued expenses and other current liabilities | 5,496 | 1,377 |
Deferred rent | (538) | (496) |
Contract liabilities | 2,258 | (290) |
Net cash used in operating activities | (55,703) | (19,689) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (1,021) | (4,036) |
Purchase of available-for-sale debt securities | (150,525) | 0 |
Net cash used in investing activities | (151,546) | (4,036) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the exercise of stock options | 150 | 663 |
Proceeds from Business Combination and PIPE financing | 256,811 | 0 |
Transaction costs related to Business Combination and PIPE financing | (52,372) | 0 |
Proceeds from the issuance of convertible notes | 8,045 | 29,990 |
Proceeds from bank loans | 10,000 | 2,270 |
Principal payments on bank loans | (13,333) | (667) |
Payments of debt issuance costs | (717) | (238) |
Repurchase of stock options | (1,500) | 0 |
Net cash provided by financing activities | 207,084 | 32,018 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (165) | 8,293 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period | 16,498 | 8,205 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Ending | 16,333 | 16,498 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 358 | 197 |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Purchases of property and equipment included in accounts payable and accrued liabilities | 270 | 13 |
Conversion of Series A and Series B preferred stock into Class A common stock | 62,639 | 0 |
Conversion of convertible notes and accrued interest into Class A common stock | 39,095 | 0 |
Assumption of the private placement warrant liability in connection with Business Combination | 268 | 0 |
Transaction costs paid in 2020, previously recorded to other non-current assets and reclassified to additional paid-in capital in 2021 | 289 | 0 |
Taxes related to net share settlement of equity awards included in accrued liabilities | $ 835 | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AEye, Inc. (the “Company” or “AEye”) is a provider of high-performance, active lidar systems for vehicle autonomy, advanced driver-assistance systems (ADAS), and robotic vision applications. AEye’s software-definable 4Sight TM low-light On February 17, 2021, AEye Technologies, Inc., then known as AEye, Inc. (“AEye Technologies”), entered into the Agreement and Plan of Merger (the “Merger Agreement”) with CF Finance Acquisition Corp. III, a Delaware corporation (“CF III”), now known as AEye, Inc., and Meliora Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of CF III (“Merger Sub”). Based on CF III’s business activities, it was a “shell company” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On August 16, 2021 (the “Closing Date”), CF III closed the business combination (the “Business Combination,” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”) pursuant to the Merger Agreement, and Merger Sub was merged with and into AEye Technologies with AEye Technologies surviving the merger as a wholly owned subsidiary of CF III. On the Closing Date, and in connection with the closing of the Transactions (the “Closing”), CF III changed its name to AEye, Inc. The Company’s common stock and public warrants are now listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “LIDR” and “LIDRW”, respectively. Unless otherwise specified, “we,” “us,” “our,” “AEye,” and the “Company” refers to AEye, Inc., the combined entity following the Business Combination. Refer to Note 2 for further discussion of the Business Combination. Principle of Consolidation and Liquidity The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has funded its operations primarily through the Business Combination and issuances of stock. As of December 31, 2021, the Company’s existing sources of liquidity included cash, cash equivalents and marketable securities of $164,007. The Company has incurred losses and negative cash flows from operations. If the Company incurs additional losses in the future, it may need to raise additional capital through issuances of equity and debt. However, management believes that the Company’s existing sources of liquidity are adequate to fund its operations for at least one year from the date the audited consolidated financial statements were available for issuance. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. Specifically, restricted cash is now presented as a separate line item on the consolidated balance sheets and was previously included within other noncurrent assets. Inventory write-downs is now presented as a separate line item on the consolidated statements of cash flows and was previously included within changes in inventories, net. Amortization of debt issuance costs is now presented as amortization of debt discounts on the consolidated statements of cash flows. Noncash interest expense related to bank loans is now presented as amortization of debt issuance costs on the consolidated statements of cash flows. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include investments, embedded derivative and warrant liabilities (See Note 3), fair value of common stock, and stock-based compensation. Segment Reporting We manage our business on the basis of one reportable and operating segment. Operating segments are defined as components of an enterprise with separate financial information, and are evaluated regularly by the chief operating decision maker, which is our Chief Executive Officer (“CEO”). The CEO decides how to allocate resources and assesses the Company’s performance based upon consolidated financial information. All of our sales were made to customers (in USD) located in the United States, Europe, and Asia through AEye, Inc., and all property and equipment is located in the United States. Cash, Cash Equivalents, and Marketable Securities The Company considers all highly liquid investments, such as treasury bills, commercial paper, certificates of deposit, and money market instruments with maturities of three months or less at the time of acquisition to be cash equivalents. Cash equivalents primarily consist of amounts held in interest-bearing money market accounts that are readily convertible to cash. Cash equivalents are stated at cost, which approximates fair market value. Marketable securities have been classified as available-for-sale available-for-sale income (loss). When the AFS debt securities are sold, cost is based on the specific identification method, and the realized gains and losses are included in other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company determines the appropriate classification of its investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company considers all AFS debt securities as available for use to support current operations, including those with maturity dates beyond one year and are classified as current assets under marketable securities in the accompanying consolidated balance sheets. AFS debt securities included in marketable securities on the consolidated balance sheets consist of securities with original maturities greater than three months at the time of purchase. Interest on marketable securities is included within interest income. Restricted Cash Restricted cash of $2,150 and $1,223 as of December 31, 2021 and 2020, respectively consists of funds that are contractually restricted as to usage or withdrawal due to a contractual agreement. The Company has a letter of credit to the amount of $2,150 with Silicon Valley Bank as security for the payment of rent on its headquarters in Dublin, CA which require lease payments through 2026. During the year ended December 31, 2020, as a result of COVID-19, The Company determines current or non-current Concentration of Credit Risk Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents, and marketable securities, and accounts receivable. The Company places its cash and cash equivalents with major financial institutions, which management assesses to be of high credit quality, to limit the exposure of each investment. The Company’s marketable securities have investment grade ratings when purchased which mitigates risk. The Company’s accounts receivables are derived from customers located in the U.S., Europe, and Asia. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions. The Company generally does not require collateral. The Company’s concentration of risk related to accounts receivable and accounts payable was determined by evaluating the number of customers and vendors accounting for 10% or more of accounts receivable (“AR”) and accounts payable (“AP”). As of December 31, 2021, AEye had one customer accounting for 10% or more of AR and two vendors accounting for 10% or more of AP. As of December 31, 2020, AEye had four customers accounting for 10% or more of AR and three vendors accounting for 10% or more of AP. For the years ended December 31, 2021 and 2020, revenue from the Company’s major customers representing 10% or more of total revenue was as follows: Year ended December 31, 2021 2020 Customer A * 66 % Customer B 55 % * * Customer accounted for less than 10% of total revenue in the period. Fair Value of Financial Instruments The Company defines fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. For additional discussion on fair value of financial instruments, see Note 3. Derivatives The Company accounts for derivative instruments in accordance with Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) Topic 815, Derivatives and Hedging The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risk. Terms of convertible debt instruments are reviewed to determine whether they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract and recorded on the consolidated balance sheets at fair value. An evaluation of specifically identified conditions is made to determine whether the fair value of the derivative issued is required to be classified as equity or as a derivative liability. The fair value of derivative liabilities is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. For additional discussion of derivatives, see Note 3. Accounts Receivable, net Accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. If necessary, accounts receivable are reduced by an allowance for doubtful accounts, which is the Company’s best estimate of the amount of credit losses inherent in its existing accounts receivable. The Company reviews the need for an allowance for doubtful accounts quarterly based on historical experience with each customer and the specifics of each arrangement. During the years ended December 31, 2021 and 2020, the Company did not have any write-offs and at December 31, 2021 and 2020 did not record an allowance for doubtful accounts as all accounts receivable amounts are expected to be collected. Inventories, net Inventories consist of raw materials, work in progress, and finished goods. Inventories are stated at the lower of cost and net realizable value and costs are computed under the standard cost method. Prototype inventory cost consists of the associated raw material, direct labor, and indirect labor. The Company evaluates the need for inventory write-downs associated with obsolete, slow moving, and non-sellable Deferred Transaction Costs The Company capitalized qualified legal, accounting, and other direct costs related to the Business Combination which were deferred until completion of the Business Combination. In August 2021, upon the completion of the Business Combination, all deferred costs were offset against proceeds from the Business Combination and the private investment in public equity (“PIPE”) financing. Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 3 to 7 years. Leasehold improvements are amortized over the shorter of the lease term or expected useful life of the improvements. Impairment of Long-Lived Assets The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There are no impairment charges recorded in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020. Leases The Company rents office space under long-term leases that are accounted for as operating leases following FASB ASC Topic 840, Leases Revenue Recognition The Company generates revenues from the sale of prototypes and from development arrangements with automakers and suppliers to automakers. Under FASB ASC Topic 606, Revenue from Contracts with Customers • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation See Note 16, Revenue, for additional information related to the application of ASC 606 to the Company’s primary revenue streams. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenues in the consolidated statements of operations and comprehensive loss. Arrangements with Multiple Performance Obligations When a contract involves multiple performance obligations, the Company accounts for individual products and services separately if the customer can benefit from the product or service on its own or with other resources that are readily available to the customer and the product or service is separately identifiable from other promises in the arrangement. The consideration is allocated between separate performance obligations in proportion to their estimated standalone selling price (SSP). The SSP reflects the price the Company would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers. If the selling price is not directly observable, the Company determines SSP using information that may include other observable inputs, such as the Company generally uses the cost plus margin approach to estimate SSP. In instances where SSP is not directly observable, the Company determines SSP using information that may include other observable inputs such as expected costs plus margin, or uses the residual approach for performance obligations whose SSP is highly variable or uncertain. The Company provides standard product warranties for a term of typically one year to ensure that its products comply with agreed-upon specifications. Standard warranties are considered to be assurance type warranties and are not accounted for as separate performance obligations. Estimated future warranty costs are accrued and charged to cost of sales in the period that the related revenue is recognized. These estimates are based on historical warranty experience and any known or expected changes in warranty exposure, such as trends of product reliability and costs of repairing and replacing defective products. The Company assesses the adequacy of its recorded warranty liabilities on a quarterly basis and adjusts the amounts as necessary. Warranty costs are included within accrued expenses and other liabilities on the consolidated balance sheets. Refer to Note 8 for further information on warranty reserve amounts. Collaboration and Development Agreements The Company considers whether an arrangement qualifies as a collaborative arrangement under FASB ASC Topic 808, Collaborative Arrangements , To qualify and present consideration as revenue within the scope of ASC 606, consideration exchanged in a collaborative arrangement must originate from a customer. The Company refers to ASU 2018-18, Clarifying the Interaction between Topic 808 and Topic 606 The Company evaluates the unit of account for each arrangement and determines if the collaboration partner is considered a customer (defined as a party contracted with the entity to obtain goods and services which are outputs from the entity’s ordinary course of business, in exchange for consideration). When this definition is met, the Company applies the ASC 606 guidance, including recognition, measurement, presentation, and disclosure requirements to the unit of account. When a portion of a bundle unit of account (i.e., multiple promises which are not individually distinct) is not with a customer, the entire unit of account is not accounted for under the scope of ASC 606. For such arrangements, the Company may choose to analogize to the recognition and measurement guidance of ASC 606 whereby the consideration associated with revenue from non-ASC Other Policies, Judgments and Practical Expedients Contract assets and liabilities. 12-month Right of return. Significant financing component. Contract modifications. Judgments and estimates. cost-to-cost Cost of Revenue Cost of revenue primarily consists of costs directly associated with the production of those prototypes that are held for sale and certain costs associated with development arrangements. Such costs for prototypes are direct materials, direct labor, indirect labor, warranty expense, and allocation of overhead. Direct and indirect labor includes personnel-related costs and packaging and procurement respectively associated with the production of prototypes. Other costs such as indirect manufacturing costs are recognized in research and development and general and administrative expenses on the consolidated statements of operations and comprehensive loss. Costs associated with development arrangements include the direct costs and allocation of overhead costs involved in the execution of the contract. Research and Development Expenses Research and development expenses include personnel costs (including salaries, benefits, bonuses, and stock-based compensation), new hardware and software materials to the extent no future economic benefits are expected, other related expenses such as lab equipment, third party development-related contractors, and allocated overhead expenses. Substantially all the R&D expenses are related to the development of new products and services, including contract development expenses. They are expensed as incurred and included in the consolidated statements of operation and comprehensive loss. Stock-Based Compensation The Company accounts for stock-based compensation by measuring and recognizing compensation expense for all share-based awards based on estimated grant-date fair values. The Company uses the straight-line attribution method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of share-based awards using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of subjective assumptions, including the option’s expected term and the price volatility of the underlying stock. The Company’s policy is to recognize stock-based compensation net of estimated forfeitures, based on historical forfeiture rates. The Company measures nonemployee awards at the date of grant, which generally is the date at which a grantor and a grantee reach a mutual understanding of the key terms and conditions of a share-based payment award. The fair value of the restricted stock units, or “RSUs,” is equal to the fair market value of the Company’s common stock on the grant date. The fair value of the stock-based compensation is recognized on a straightline basis over the requisite service period, which is generally the vesting period of the award. Stock options and RSUs for all periods prior to the Business Combination have been retroactively restated to give effect to the recapitalization. Refer to Note 2 for further discussion of the equity recapitalization resulting from the Business Combination. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning The Company records uncertain tax positions in accordance with FASB ASC Topic 740, Income Taxes two-step more-likely-than-not The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations and comprehensive loss. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheets. As of and for the year ended December 31, 2021 and 2020 there were no interest or penalties recorded. Net Loss per Share Basic net loss per share is computed using net loss available to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects the dilutive effects of stock options, restricted stock units, preferred stock, convertible notes, and public and private placement warrants outstanding during the period to the extent such securities would not be anti-dilutive and is determined using the if-converted The Company calculates weighted average number of common shares outstanding during the period using the Company’s Class A common stock outstanding. As the merger has been accounted for as a reverse capitalization, the consolidated financial statements of the merged entity reflects the continuation of the pre-merger Basic and diluted net loss per share attributable to common stockholders was the same for all periods presented as the inclusion of all potentially dilutive securities outstanding was anti-dilutive, as AEye is currently operating in a net loss position. Comprehensive Loss Comprehensive loss includes all changes in equity (net assets) from non-owner available-for-sale Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments No. 2018-19, No. 2019-04, No. 2019-05, No. 2019-10, No. 2019-11. 2016-13 2016-13 Available-for-sale Recently Adopted Accounting Guidance In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02. Leases right-of-use The new standard is effective for the Company on January 1, 2022. We adopted the new standard on January 1, 2022 using the Effective Date Method. The Company has completed a substantial portion of its evaluation of the effect of adopting ASC 842 on its financial statements. Upon adoption on January 1, 2022, the Company expects to recognize estimated right-of-use In December 2019, the FASB issued ASU 2019-12, Income Taxes Simplifying the Accounting for Income Taxes 2019-12 2019-12 |
Recapitalization
Recapitalization | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Recapitalization | 2. RECAPITALIZATION As discussed in Note 1, on August 16, 2021, AEye Technologies and CF III closed the Business Combination, with AEye Technologies surviving the Business Combination as a wholly owned subsidiary of CF III. As part of the closing of the Business Combination, CF III changed its name to AEye, Inc. (the “combined entity”). Immediately prior to the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of capital stock to 301,000,000 shares, of which 300,000,000 shares were designated common stock, $0.0001 par value per share, and of which 1,000,000 shares were designated preferred stock, $0.0001 par value per share. The Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with US GAAP. Under this method of accounting, AEye Technologies was treated as the accounting acquirer and CF III was treated as the acquired company for financial reporting purposes under FASB ASC Topic 805, Business Combinations Immediately prior to the closing of the Business Combination, all outstanding principal and unpaid accrued interest of the 2020 Notes were ultimately converted into 5,584,308 shares of AEye Technologies’ common stock and subsequently converted to Class A common stock of the Company (see Note 11). Separately, each issued and outstanding share of AEye Technologies’ 16,383,725 redeemable convertible preferred stock was converted into shares of AEye Technologies’ common stock based on a one-to-one Immediately prior to the closing of the Business Combination, the Board approved the Net-Exercise Immediately prior to the closing of the Business Combination, CF III’s amended and restated certificate of incorporation, dated November 12, 2020 (the “Charter”), was further amended and restated to eliminate the Class B common stock (after giving effect to the conversion of each outstanding share of Class B common stock immediately prior to the closing of the Business Combination into one share of Class A common stock). PIPE Subscription Agreement Contemporaneously with the execution of the Merger Agreement, CF III entered into separate PIPE Subscription Agreements in a private placement with a number of PIPE investors, pursuant to which the PIPE Investors agreed to purchase, and CF III agreed to sell to the PIPE Investors, an aggregate of 22,000,000 shares of common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $220,000. CF III also entered into a PIPE Subscription Agreement for 500,000 shares of common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $5,000 with an investor who defaulted on the Closing under the PIPE Subscription Agreement. The Company plans to pursue its available remedies with respect to such investor. Redemption Certain CF III shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 19,355,365 shares of CF III Class A common stock for an aggregate payment of $195,498, at a redemption price of $10.10 per share based on the Trust Account balance as of August 11, 2021. Public and Private Placement Warrants CF III Warrants issued in connection with the IPO (“Public warrants”) and in connection with the private placement units held by the Sponsor (“Private Placement warrants”) to purchase shares of the Company’s common stock, at an exercise price of $11.50 per share, remained outstanding after the closing of the Business Combination. The warrants became exercisable 30 days after the completion of the Business Combination, subject to other conditions, including with respect to the effectiveness of a registration statement covering the shares of common stock underlying such warrants, and will expire five years Transaction Costs In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $52,661 related to the equity issuance, consisting primarily of investment banking, legal, accounting, and other professional fees, which were recorded to additional paid-in Business Transaction Proceeds Upon closing of the Business Combination, the Company received gross proceeds of $256,811 from the Business Combination and PIPE financing, offset by offerings costs of $52,661. The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of changes in stockholders’ deficit for period ended December 31, 2021 (in thousands, except share data): Cash—CF III’s trust and cash (net of redemption) $ 36,811 Cash—Private offering 220,000 Less: transaction costs and advisory fees paid (52,661 ) Net Business Combination and private offering $ 204,150 The number of shares of common stock issued immediately following the closing of the Business Combination were: CF III Class A common stock, outstanding prior to Business Combination 23,000,000 Less: redemption of CF III Class A common stock 19,355,365 Class A common stock of CF III 3,644,635 CF III founder shares 5,750,000 CF III Private Placement shares 500,000 CF III Shares issued in PIPE 22,000,000 Business Combination and PIPE shares 31,894,635 Legacy AEye shares 122,509,667 August 16, 2021 154,404,302 The number of Legacy AEye shares was determined as follows: AEye shares AEye shares, effected for Balance at December 31, 2019 11,283,838 41,984,908 Recapitalization applied to Redeemable Convertible preferred stock outstanding at December 31, 2019 16,383,725 60,960,574 Exercise of common stock options—2020 504,524 1,877,233 Repurchase of common stock—2020 (950,352 ) (3,536,070 ) Exercise of common stock options—2021 (pre-Closing) 54,859 204,119 Conversion of Convertible Notes and Accrued Interest—2021 5,584,308 20,778,097 Exercise of common stock and Series A preferred stock warrants—2021 64,719 240,806 Total 122,509,667 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities is determined in accordance with the fair value hierarchy established in FASB ASC Topic 820, Fair Value Measurements and Disclosures Level 1 — Level 2 — Level 3 — Our financial instruments that are not re-measured The Company’s financial assets and liabilities measured at fair value on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): Fair Value (in thousands) Measured as of December 31, 2021 Using: Adjusted Cost Unrealized Fair Value Cash and Marketable Assets Level 1 Money market funds $ 4,863 $ — $ 4,863 $ 4,863 $ — Level 2 Asset-backed securities $ 26,491 $ (68 ) $ 26,423 $ — $ 26,423 Corporate bonds 48,643 (150 ) 48,493 — 48,493 Commercial paper 45,145 — 45,145 — 45,145 U.S. Government securities 29,936 (173 ) 29,763 — 29,763 Total financial assets $ 155,078 $ (391 ) $ 154,687 $ 4,863 $ 149,824 Liabilities Level 2 Private placement warrant liability $ — $ — $ 155 $ — $ — Total financial liabilities $ — $ — $ 155 $ — $ — Liabilities Level 3 Common stock and series A preferred stock warrant liability $ — $ — $ 93 $ — $ — Embedded derivative liability — — 17 — — Total financial liabilities $ — $ — $ 110 $ — $ — As of December 31, 2021, the Company’s financial assets and liabilities subject to fair value procedures were comprised of the following: Money Market Funds: Marketable Securities Private Placement Warrant Liability other income (expense), net, on the consolidated statements of operations and comprehensive loss. Private placement warrant liability is included within other noncurrent liabilities on the consolidated balance sheets. As of December 31, 2020, the Company’s financial liabilities subject to fair value procedures were comprised of the following: Common Stock and Series A Preferred Stock Warrant Liability: Upon the closing of the Business Combination, the common stock and series A preferred stock warrant liability were net settled and converted to the Class A common stock equity. The financial liability was retroactively restated as equity resulting from the recapitalization as part of the Business Combination. Embedded Derivative Liability: Upon the closing of the Business Combination the embedded derivative was settled as the 2020 Notes and accrued interest were converted into the Company’s Class A common stock (see Note 2 Recapitalization). For the year ended December 31, 2021 and 2020, there were no transfers between Level 1 and Level 2 inputs. The private placement warrant liability transferred from Level 3 into Level 2 during the year ended December 31, 2021 as a result of the Business Combination which introduced Level 2 inputs into the valuation of the private placement warrant liability, specifically the observable input of AEye public warrants (LIDRW). There were no issuances, purchases, sales, or settlements of Level 3 inputs, other than as disclosed below. The following table presents a summary of the changes in fair value of the Company’s Level 3 financial instruments for the year ended December 31, 2021 (in thousands): Embedded Common Stock and Total Balance at December 31, 2020 $ 17 $ 93 $ 110 (Gain) loss in fair value included in other income (expense, net) (17 ) (93 ) (110 ) Balance at December 31, 2021 $ — $ — $ — Embedded Common Stock and Total Balance at December 31, 2019 $ — $ — $ — Initial fair value of embedded derivative 1,520 — 1,520 (Gain)/loss in fair value included in other income (expense, net) (1,503 ) 93 (1,410 ) Balance at December 31, 2020 $ 17 $ 93 $ 110 The key inputs into the Black-Scholes option-pricing model for the common stock and series A preferred stock warrant liability valued at December 31, 2020 are as follows: December 31, 2020 Expected term (years) 5.8 Expected volatility 45.6 % Risk-free interest rate 0.4 % Dividend yield — % Exercise price $ 15.03 If factors or assumptions change, the estimated fair values could be materially different. The value of the Company’s common stock and series A preferred stock warrant liability would increase if a higher risk-free interest rate was used, and would decrease if a lower risk-free interest rate was used. Similarly, a higher volatility assumption would increase the value of the stock warrants, and a lower volatility assumption would decrease the value of the stock warrants. |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, and Restricted Cash | 4. CASH, CASH EQUIVALENTS, AND RESTRICTED CASH Cash, cash equivalents (which consists entirely of money market funds) and restricted cash as of December 31, 2021 and 2020 were as follows (in thousands): As of December 31, 2021 2020 Cash and cash equivalents $ 14,183 $ 15,275 Restricted cash 2,150 1,223 Total cash, cash equivalents, and restricted cash $ 16,333 $ 16,498 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. INVENTORIES Inventory, net of write-downs, as of December 31, 2021 and 2020 were as follows (in thousands): As of December 31, 2021 2020 Raw materials $ 1,544 $ 1,123 Work in-process 2,447 1,337 Finished goods 94 195 Total inventory, net $ 4,085 $ 2,655 The Company’s inventory write-down to reduce inventories to net realizable value was $1,203 and $72 during the years ended December 31, 2021 and 2020, respectively. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Current Assets | 6. PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets as of December 31, 2021 and 2020 were as follows (in thousands): As of December 31, 2021 2020 Prepaid expenses $ 3,980 $ 549 Demonstration units 224 — Other 847 847 Total prepaid and other current assets $ 5,051 $ 1,396 |
Other Noncurrent Assets
Other Noncurrent Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Noncurrent Assets | 7. OTHER NONCURRENT ASSETS Other noncurrent assets as of December 31, 2021 and 2020 were as follows (in thousands): As of December 31, 2021 2020 Deferred financing costs $ — $ 288 Security deposits 133 27 Long-term prepaid expenses 1,376 — Total other noncurrent assets $ 1,509 $ 315 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities as of December 31, 2021 and 2020 were as follows (in thousands): As of December 31, 2021 2020 Accrued payroll $ 957 $ 741 Accrued bonuses 3,408 — Accrued payroll taxes 1,547 273 Accrued interest — 391 Accrued purchases and other 1,947 1,406 Warranty reserve 275 — Deferred rent—current 605 545 Accrued expenses and other current liabilities $ 8,739 $ 3,356 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 9. PROPERTY AND EQUIPMENT, NET Property and equipment, net as of December 31, 2021 and 2020 consists of the following (in thousands): As of December 31, 2021 2020 Machinery and equipment $ 1,444 $ 625 Computers, software and related equipment 268 218 Office furniture and equipment 341 338 Vehicles 342 165 Leasehold improvements 4,725 4,709 Construction in progress 213 — Total property and equipment 7,333 6,055 Less accumulated depreciation and amortization (2,204 ) (1,190 ) Property and equipment, net $ 5,129 $ 4,865 Depreciation and amortization expense related to property and equipment amounted to $1,014 and $922 recognized within research and development, sales and marketing, and general and administrative expenses within the consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020. Disposals of property and equipment were not material for the years ended December 31, 2021 and 2020. |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Borrowings | 10. BORROWINGS Silicon Valley Bank Financing Facility On April 26, 2021, the Company entered into a loan and security agreement (the “Agreement”) with an affiliate of Silicon Valley Bank (“SVB” or the “Lender”) in connection with the non-binding Silicon Valley Bank Credit Facility On August 16, 2019, the Company entered into a loan and security agreement with SVB. Borrowings under this facility are secured by substantially all the Company’s assets, excluding intellectual property. The term loan’s borrowings are subject to certain financial covenants and restrictions. The Company complied with all financial covenants and restrictions as of December 31, 2021 and 2020. The growth capital term loan facility is made up of a $4,000 loan amount, which was drawn in December 2019. The Company began repaying the term loan under this facility beginning January 1, 2020 in equal monthly payments of principal, plus accrued interest. The interest rate on the term loan is the greater of (a) the prime rate plus 0.75% and (b) 5.5%. On April 20, 2020, the Company entered into a deferral agreement with SVB, whereby the payment dates for all monthly principal payments on the term loan falling due after the deferred agreement’s effective date was extended by six months. Therefore, the Company did not make any principal payments for any term loans for the period from May 31, 2020 to December 31, 2020. The Company accounted for this as a debt modification. The balance of $2,333 for the term loan was repaid on September 7, 2021. Paycheck Protection Program (PPP) Loan On June 19, 2021, the Company received notice of the Paycheck Protection Program (PPP) forgiveness payment made to SVB by the Small Business Administration in the amount of $2,270 in principal and $27 in interest. This amount represents the forgiveness of the total PPP loan the Company received in 2020 under the PPP Loan provisions of the CARES act. As of December 31, 2021, there were no borrowings outstanding. As of December 31, 2020, the Company’s borrowings consisted of the following (in thousands): December 31, Silicon Valley Bank credit facility $ 3,333 Payroll Protection Program (PPP) Loan 2,270 Unamortized debt issuance costs—SVB financing and credit facility (26 ) Total borrowings, net of debt issuance costs $ 5,577 Borrowings—net of debt issuance costs, current $ 2,693 Borrowings—net of debt issuance costs, noncurrent 2,884 Total borrowings, net of debt issuance costs $ 5,577 |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes | 11. CONVERTIBLE NOTES During 2020, the Company entered into various convertible note agreements (“2020 Notes”) under which the Company may issue convertible equity instruments having an aggregate principal amount of up to $40,000, a 3% accruing dividend (“accrued interest”) and a maturity date, extended in July 2021, of October 31, 2021. During 2020 the Company received $30,000 in proceeds related to the 2020 Notes. During 2021, the Company issued an additional $8,045 of convertible notes. Pursuant to the terms of the 2020 Notes, upon the closing by the Company of a financing, all outstanding principal and unpaid accrued interest of the 2020 Notes will automatically convert into Company preferred stock sold (the “Next Financing Stock”) at a “conversion price” equal to the lesser of: (i) the original issue price per share paid in the Next Financing Stock multiplied by 90%; and (ii) the price obtained by dividing $250,000 by the number of outstanding shares of common stock of the Company immediately prior to the Next Financing, as applicable. In connection with the Business Combination on August 16, 2021, all outstanding principal and unpaid accrued interest of the 2020 Notes were converted into AEye Technologies’ preferred stock and subsequently were converted into 20,778,097 shares of the Company’s Class A common stock. Accordingly, at December 31, 2021, the convertible notes balance was $0. December 31, Convertible notes—face value $ 29,990 Unamortized debt issuance costs (175 ) Unamortized debt discount (753 ) Embedded derivative liability 17 Convertible notes—current $ 29,079 Embedded Derivative Liability As outlined in the indenture governing the 2020 Notes, the 2020 Notes are automatically convertible, contingent upon the occurrence of certain events, most notably a financing (a “Next Financing”), defined as the issuance and sale of additional preferred stock (“Financing Stock”). The redemption price is defined as a price per share equal to 90% of the price per share paid by the other purchasers of the Financing Stock sold in the Next Financing. The 2020 Notes are redeemable into the number of shares of Next Financing Stock needed to settle all of the aggregate amount of principal and unpaid interest owed to the holder of such notes, which is based on the ultimate price per share associated with the Financing Stock. Consequently, the 2020 Notes are considered stock settled debt. This redemption feature embedded in the 2020 Notes is considered to be a derivative that is required to be separately accounted for at fair value and subsequently remeasured to fair value at each reporting date. Accordingly, upon issuance of the 2020 Notes, the Company recognized the fair value associated with the embedded derivative which resulted in an embedded derivative liability of approximately $1,520, with an equal and offsetting debt discount. Upon the closing of the Business Combination on August 16, 2021, the embedded derivative was settled. Accordingly, at December 31, 2021, the fair value of the embedded derivative liability was $0. The value of the embedded derivative liability at December 31, 2020 is presented together with the associated convertible notes on the consolidated balance sheets. See Note 3 for additional discussion of derivatives. |
Interest Expense and Other
Interest Expense and Other | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Interest Expense and Other | 12. INTEREST EXPENSE AND OTHER Interest expense and other for the years ended December 31, 2021 and 2020 consisted of the following (in thousands): Year ended 2021 2020 Interest on term loan debt $ 630 $ 200 Interest on PPP loan 11 16 Interest on convertible note 700 359 Amortization of debt issuance costs 725 97 Amortization of debt discount 752 830 Amortization of premiums on marketable securities, net 456 — Common stock purchase agreement costs 1,583 — Interest expense and other $ 4,857 $ 1,502 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 13. STOCKHOLDERS’ EQUITY The Company is authorized to issue 300,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of December 31, 2021, the Company had 155,137,237 and 0 shares of common stock and preferred stock issued and outstanding, respectively. Class A Common Stock Voting rights: Dividend rights: stock held, such dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the Board from time to time out of assets or funds of the Company legally available therefor. Rights upon liquidation: Preferred Stock As discussed in Note 2, Recapitalization, the Company has retroactively adjusted the preferred shares issued and outstanding prior to August 16, 2021 to give effect to the Exchange Ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. Upon the Closing, all of the outstanding shares of preferred stock were cancelled and exchanged for shares of the surviving Company’s Class A common stock at the Exchange Ratio of 3.7208, the exchange rate established in the Merger Agreement. August 16, 2021 (Closing) Preferred Exchange Common Series A Convertible preferred stock (pre-combination) 9,226,734 3.7208 34,330,838 Series B Convertible preferred stock (pre-combination) 7,156,991 3.7208 26,629,736 Total 16,383,725 60,960,574 The Company is authorized to issue up to 1,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of December 31, 2021, no shares of preferred stock were issued and outstanding. Private and Public Warrants Tumim Stone Common Stock Purchase Agreement exceeds $4.9485. Upon the satisfaction of various commencement conditions, such as the filing of the registration statement which provides for the resale of such shares pursuant to the Registration Rights Agreement, the Company has sole discretion to initiate such sales of common stock over the period of 36 months commencing December 8, 2021. In all instances, the Company may not sell shares of its common stock to Tumim Stone under the CSPA if doing so would result in Tumim Stone beneficially owning more than 9.99% of its common stock. The purchase price per share to be purchased by Tumim shall equal the volume-weighted average price for common stock on the applicable purchase date multiplied by 0.9615 (to be adjusted for any reorganization, recapitalization, non-cash three In connection with the CSPA, the Company issued Tumim Stone commitment shares in the amount of 302,634 restricted common shares in the Company. At issuance, the 302,634 shares of common stock had a fair value of $1,583 and were recorded to Interest expense and other in the Company’s consolidated statements of operations and comprehensive loss. The Company determined that the right to sell additional shares represents a freestanding put option under ASC 815 Derivatives and Hedging As of December 31, 2021 the Company had not sold any shares to Tumim Stone under the CSPA nor filed any registration statement which allows for the sale of such shares. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 14. NET LOSS PER SHARE The following table sets forth the basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except per share data): Year ended December 31, 2021 2020 Numerator: Net loss attributable to common stockholders $ (65,011 ) $ (26,551 ) Denominator: Weighted average common shares outstanding—Basic 109,055,894 102,803,202 Dilutive effect of potential common shares — — Weighted average common shares outstanding—Diluted 109,055,894 102,803,202 Net loss per share attributable to common stockholders—Basic and Diluted $ (0.60 ) $ (0.26 ) Due to net losses for the years ended December 31, 2021 and 2020, basic and diluted net loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive. The following table sets forth the anti-dilutive common share equivalents for the periods listed: Year ended December 31, 2021 2020 Warrants 7,833,332 256,605 Common stock options issued and outstanding 29,238,432 31,618,135 Unvested restricted stock units 7,434,743 — Conversion of convertible notes — 16,317,560 Total 44,506,507 48,192,300 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 15. STOCK-BASED COMPENSATION The Company has three equity incentive plans, the 2014 US LADAR Inc. Equity Incentive Plan (the “2014 Plan”), the 2016 Stock Plan (the “2016 Plan”), and the 2021 Equity Incentive Plan (the “Incentive Plan”). On August 16, 2021, the Company’s 2014 Plan and 2016 Plan were terminated in connection with the closing of the Business Combination as defined in Note 1, but continue to govern the terms of outstanding equity awards that were granted prior to the termination of the plans. 2014 Plan and 2016 Plan The 2014 and 2016 Plan provide for the grant of incentive stock options to employees only and non-statutory On November 17, 2020, Robert Brown was granted the option to purchase 3,262,744 shares of AEye, Inc. common stock in accordance with the 2016 Plan subject to the vesting schedule set forth in the Notice of Grant of Stock Option (the “Brown Award”). The options granted contain a service-based and performance-based vesting condition. In regards to the service-based vesting condition, the options vest 25% at the first anniversary of the grant date, with the remaining vesting ratably over the next three years. The performance condition states that 25% of the options will vest immediately upon a Business Combination. In connection with the Business Combination on August 16, 2021, 25% of the options vested. In January 2021, the Board approved an amendment and restatement of the 2016 Stock Plan to provide for the issuance of RSUs under the Plan and increase the number of shares of common stock of the Company reserved for issuance pursuant to the Plan by 1,153,448 shares to a new total of 33,121,391. As of December 31, 2021, 1,741,689 RSUs were granted. The Board determines the terms of the awards, including the amount, fair market value, and vesting provisions. Under the 2016 Plan, options to purchase common stock generally vest over four years with 25% vesting at the end of the first year and the rest vesting ratably over the next three years. RSUs generally vest 25% at the end of the first year with the remaining RSUs vesting ratably over the next three years or they vest ratably over the four years. Under the 2014 Plan, the vesting period for options to purchase common stock range from immediate to four years. Under each plan, the options expire ten years from the date of grant. On June 28, 2021, the Company entered into an Option Repurchase and Release Agreement to purchase 542,615 vested options for $1,500 from an executive awarded with these options under the Company’s 2016 Plan. Based on the term of the agreement the consideration is transferred following the closing of the first “Exit Event,” defined as any of the following: (a) the Business Combination described in the Merger Agreement and preliminary S-4 Commission on May 13, 2021; (b) a transaction whereby a special purpose acquisition company acquires equity interests of the Company; (c) a Change in Control (as defined in the 2016 Plan); or (d) the first firm commitment underwritten public offering pursuant to an effective registration statement on an established national or foreign securities exchange covering the offer and sale by the Company. In connection with the Business Combination, the consideration of $1,500 was paid to the executive. 2021 Equity Incentive Plan As previously reported in the Current Report on Form 8-K Under the 2021 plan, RSU’s vest depending on their vesting schedule. Primarily for newly hired employees, these RSU’s vest 25% during the month following the recipient’s one year anniversary of their start date or from receiving the awards. The remaining amounts vest ratably over the next three years. The fair value of the RSU is equal to the fair value of the Company’s common stock on the date of grant. As of December 31, 2021, 6,172,071 RSUs were granted to certain individuals under the 2021 Equity Incentive Plan. A summary of stock option activity related to the Plans as of December 31, 2021 is as follows: Outstanding Weighted Weighted Aggregate Balance at December 31, 2020 31,618,135 $ 0.48 8.3 $ 112,548 Granted — — Exercised (312,037 ) 0.48 Forfeited (1,026,950 ) 0.65 Expired (498,101 ) 0.19 Repurchased (542,615 ) 0.17 Balance at December 31, 2021 29,238,432 $ 0.48 7.4 $ 127,345 Vested and expected to vest as of December 31, 2021 27,555,673 $ 0.48 7.3 $ 120,250 Vested and exercisable as of December 31, 2021 18,615,254 $ 0.41 6.7 $ 82,475 The aggregate intrinsic value is the difference between the current fair value of the underlying common stock and the exercise price for in-the-money The following table summarizes the RSU award activity under the Plans: Shares Weighted Average Unvested at December 31, 2020 — — Granted 7,913,760 $ 5.91 Forfeited (30,413 ) 7.60 Vested (448,604 ) 7.54 Unvested at December 31, 2021 7,434,743 $ 5.80 The total fair value of RSUs that vested during the year ended December 31, 2021 was $3,014. Stock-Based Compensation Expense Year ended 2021 2020 Research and development $ 2,175 $ 702 Sales and marketing 1,381 249 General and administrative 6,462 1,001 Total stock-based compensation $ 10,018 $ 1,952 The weighted-average grant date fair value of options granted during the year ended December 31, 2021 and 2020 was $0 and $0.95 respectively. As of December 31, 2021, the Company had $7,637 of unrecognized compensation expense for related stock option grants, including $3,376 related to the Brown Award. This cost is expected to be recognized over an estimated weighted average period of 2.12 years. The total unrecognized compensation expense for RSUs, net of estimated forfeitures, was $28,059 as of December 31, 2021 which is expected to be recognized over an estimated weighted average period of 3.45 years. The Company estimates the fair value of its options on grant date using the Black-Scholes option-pricing model, which requires the input of subjective assumptions as discussed below, including the expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, the risk-free interest rate for the expected term of the award, and expected dividends. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group. Each of these inputs are based on highly subjective assumptions and require significant judgment. For the year ended December 31, 2021, the Company granted no new options. Expected Term Expected Volatility Risk-Free Interest Rate Dividend Yield The weighted average assumptions used in the Black-Scholes option-pricing model for stock options for the year ended December 31, 2020, was as follows: December 31, Expected term (in years) 5.8 Risk-free interest rate 0.4 % Expected volatility 45.6 % Expected dividend yield — % |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 16. REVENUE Sale of Prototypes The Company recorded revenue for prototype sales of $1,004 and $365 in 2021 and 2020 respectively. These arrangements typically have one performance obligation which is satisfied at the point of delivery or shipment to the customer. The Company does not incur significant contract costs in fulfilling or obtaining their contracts with customers. Collaboration and Development Agreements In 2021 and 2020, the Company entered into collaborative research and development agreements with companies primarily in the auto, transportation and electronic display industry. Revenue from these arrangements is recognized when we satisfy performance obligations in the contract, which can result in recognition at either a point in time or over time. The Company assessed the number of performance obligations associated with the promises under each agreement, primarily the delivery of customized iDAR perception-related goods and services, and recognized $2,003 and $1,214 in revenue for performance obligations satisfied during 2021 and 2020 respectively, in the consolidated statements of operations and comprehensive loss. For Revenue with related parties, refer to Note 19. Disaggregation of Revenue The Company recognized the following revenues by geographic area based on the primary billing address of the customer and timing of transfer of goods or services to customers (point in time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Total revenue based on the disaggregation criteria described above are as follows (in thousands): Year ended 2021 2020 Revenue by primary geographical market: United States $ 2,215 $ 330 Germany 536 25 Other European countries 111 110 Asia 145 1,114 Total $ 3,007 $ 1,579 Revenue by timing of recognition: Recognized at a point in time $ 2,991 $ 1,515 Recognized over time 16 64 Total $ 3,007 $ 1,579 Contract Liabilities Contract liabilities consisted of the following as of December 31, 2021 (in thousands): As of Contract liabilities, current $ 2,287 Contract liabilities, noncurrent 631 Total $ 2,918 Contract liabilities, noncurrent are included in other noncurrent liabilities on the consolidated balance sheet. The following table shows the significant changes in contract liabilities balance as of December 31, 2021 and 2020 (in thousands): Year ended 2021 2020 Beginning balance $ 660 $ 950 Revenue recognized that was included in the contract liabilities beginning balance (570 ) (450 ) Increase due to invoices issued on performance obligations not yet satisfied during the period 2,828 160 Ending balance $ 2,918 $ 660 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. The customer is not considered committed where they are able to terminate for convenience without payment of a substantive penalty under the contract. Additionally, as a practical expedient, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The contract liabilities balance represents the remaining performance obligations for contracts with an original duration of greater than one year. The current contract liabilities balance of $2,287 at December 31, 2021 is expected to be recognized over the next 12 months. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. INCOME TAXES Prior to the Business Combination, AEye Technologies, and CF III filed separate standalone federal, state, and local income tax returns. As a result of the Business Combination, the Company will file a consolidated income tax return. For legal purposes, CF III acquired AEye Technologies, and the transaction represents a reverse acquisition for federal income tax purposes. CF III will be the parent of the consolidated group with AEye Technologies as a subsidiary, but in the year of the closing of the Business Combination, AEye Technologies will file a full-year tax return with CF III joining in the return the day after the Closing. There has historically been no federal or state provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. For the years ended December 31, 2021 and 2020, the Company recognized no provision for income taxes. 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 following table presents a reconciliation of the federal statutory rate of 21.0% to our effective tax rate for the periods presented: Year ended 2021 2020 U.S. federal tax benefit at statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 11.8 % 3.5 % Non-deductible (0.3 )% 0.3 % Stock-based compensation (1.1 )% (1.5 )% Research and development credits 1.2 % 2.5 % Transaction cost 3.9 % — % Foreign rate differential (3.1 )% (4.3 )% Change in valuation allowance, net (33.4 )% (21.5 )% Effective tax rate — % — % For 2021 and 2020, our effective tax rate differs from the amount computed by applying the statutory federal and state income tax rates to net loss before income tax, primarily as the result of state income taxes, R&D credits and changes in our valuation allowance. The Company did not have deferred tax liabilities as of December 31, 2021 and 2020. Significant components of the Company’s deferred tax assets are presented below: Year ended 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 41,856 $ 17,011 Research and development credit carryforward 4,545 2,810 Stock-based compensation 1,040 51 Property and equipment 178 40 Other accruals 734 464 Gross deferred tax assets 48,353 20,376 Valuation allowance (48,353 ) (20,376 ) Total deferred tax assets—net $ — $ — The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning As of December 31, 2021, the Company had $156,584 and $104,555 of federal and state net operating losses available to reduce future taxable income, of which $110 will begin to expire in 2033 for federal tax purposes and $5,041 will begin to expire in 2029 for state tax purposes. Approximately $114,514 of federal net operating loss included above can be carried forward indefinitely. As of December 31, 2020, the Company had $67,955 and $41,106 of federal and state net operating losses available to reduce future taxable income, which will begin to expire on 2033 for federal and 2035 for state tax purposes. The Company also has federal and state research and development tax credit carryforwards of $3,373 and $2,854 as of December 31, 2021 and $2,299 and $2,043 as of December 31, 2020. The federal credits begin to expire in 2034 and the state credits have no expiration date. The Company has completed a Section 382 study through December 31, 2020 to determine whether it had experienced a change in ownership and, if so, whether the tax attributes (NOL and credits) were impaired. As a result of this study, the Company concluded all of its NOLs and credits would be available to use as of December 31, 2020. However future change in ownership may limit the ability to use tax attributes under Section 382. Under Section 382 of the Internal Revenue Code of 1986, as amended, the Company’s ability to utilize NOL or other tax attributes, such as research tax credits, in any taxable year, may be limited if the Company has experienced an “ownership change.” Generally, a Section 382 ownership change occurs if there is a cumulative increase of more than 50 percentage points in the stock ownership of one or more stockholders or groups of stockholders who owns at least 5% of a corporation’s stock within a specified testing period. Similar rules may apply under state tax laws. Unrecognized Tax Benefits Year ended 2021 2020 Unrecognized tax benefits as of the beginning of the year $ 1,210 $ 938 Increases (decreases) related to prior year tax provisions 40 (14 ) Increase related to current year tax provisions 431 286 Unrecognized tax benefits as of the end of the year $ 1,681 $ 1,210 The Company recognizes interest and penalties related to income tax matters as a component of income tax expense. As of December 31, 2021 there was no accrued interest nor penalties related to uncertain tax positions. The Company reports income taxes in accordance with ASC 740, which requires an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the enacted tax rates expected to be in effect when the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance reduces the deferred tax assets to the amount that is more likely than not to be realized. The Company has a history of operating losses and has incurred cumulative book losses since its formation. Based upon the history of losses, the Company has determined that it is more likely than not that the deferred tax assets will not be realized, and accordingly, a full valuation allowance has been recorded. The Company files income tax returns in the U.S., various state jurisdictions, and foreign jurisdictions. The U.S., state and foreign jurisdictions have statutes of limitations that generally range from three to five years. Due to the Company’s net losses, substantially all of its federal, state and local income tax returns are subject to examination for federal and state purposes since inception. The Company is not currently under examination for federal or state income tax purposes. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 18. COMMITMENTS AND CONTINGENCIES The Company primarily leases offices, under noncancellable operating lease agreements that expire from 2022 to 2026. During 2019 the Company entered into a rental agreement for the Company’s headquarters in Dublin, California. Under the agreement the Company is provided an option to extend the lease term one time for a period of five year The Company recognizes rent expense on a straight-line basis over the lease period. Rental expense is principally for leased office space and was $1,876 and $1,942 within operating expenses in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020, respectively. Deferred rent liabilities, including unamortized leasehold improvement incentives, were $3,637 and $4,175 as of December 31, 2021 and 2020 within the consolidated balance sheets. Future minimum payments as of December 31, 2021 under the noncancellable operating leases are as follows (in thousands): Operating Years ended: 2022 $ 2,393 2023 2,341 2024 2,412 2025 2,484 2026 and after 2,340 Total minimum lease payments $ 11,970 Contingencies |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | 19. RELATED PARTIES Revenue, accounts receivable, and contract liabilities for stockholders of the Company who were also related parties were as follows (in thousands)—these stockholders no longer qualified as related parties in 2021: Year ended 2021 2020 Prototype sales: Stockholder A $ — $ 60 Development contracts: Stockholder B $ — $ 100 Stockholder C $ — $ 1,050 Year ended 2021 2020 Accounts receivable: Stockholder A $ — $ 22 Year ended 2021 2020 Contract liabilities (current): Stockholder B $ — $ 65 Stockholder D $ — $ 500 Since November 2016, the Company has employed a sibling of Mr. Dussan, the Company’s Chief Technology Officer, who held the position of Sr. Manager of Human Resources at December 31, 2021 and 2020. For the year ended December 31, 2021 and 2020, Mr. Dussan’s sibling received total cash compensation of $136 and $115, respectively. For the year ended December 31, 2021, Mr. Dussan’s sibling was granted 1,860 RSUs. In 2020 he was granted options to purchase 37,208 shares of common stock with an exercise price of $0.63 per share. In addition, he participates in all other benefits that the Company generally offers to all of its employees. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. SUBSEQUENT EVENTS Management has evaluated subsequent events through March 28, 2022 and determined that there were no such events requiring recognition or disclosure in the financial statements. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principle of Consolidation | The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has funded its operations primarily through the Business Combination and issuances of stock. As of December 31, 2021, the Company’s existing sources of liquidity included cash, cash equivalents and marketable securities of $164,007. The Company has incurred losses and negative cash flows from operations. If the Company incurs additional losses in the future, it may need to raise additional capital through issuances of equity and debt. However, management believes that the Company’s existing sources of liquidity are adequate to fund its operations for at least one year from the date the audited consolidated financial statements were available for issuance. |
Reclassification of Prior Year Presentation | Certain prior year amounts have been reclassified for consistency with the current year presentation. Specifically, restricted cash is now presented as a separate line item on the consolidated balance sheets and was previously included within other noncurrent assets. Inventory write-downs is now presented as a separate line item on the consolidated statements of cash flows and was previously included within changes in inventories, net. Amortization of debt issuance costs is now presented as amortization of debt discounts on the consolidated statements of cash flows. Noncash interest expense related to bank loans is now presented as amortization of debt issuance costs on the consolidated statements of cash flows. |
Use of Estimates | The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include investments, embedded derivative and warrant liabilities (See Note 3), fair value of common stock, and stock-based compensation. |
Segment Reporting | We manage our business on the basis of one reportable and operating segment. Operating segments are defined as components of an enterprise with separate financial information, and are evaluated regularly by the chief operating decision maker, which is our Chief Executive Officer (“CEO”). The CEO decides how to allocate resources and assesses the Company’s performance based upon consolidated financial information. All of our sales were made to customers (in USD) located in the United States, Europe, and Asia through AEye, Inc., and all property and equipment is located in the United States. |
Cash, Cash Equivalents | The Company considers all highly liquid investments, such as treasury bills, commercial paper, certificates of deposit, and money market instruments with maturities of three months or less at the time of acquisition to be cash equivalents. Cash equivalents primarily consist of amounts held in interest-bearing money market accounts that are readily convertible to cash. Cash equivalents are stated at cost, which approximates fair market value. Marketable securities have been classified as available-for-sale available-for-sale income (loss). When the AFS debt securities are sold, cost is based on the specific identification method, and the realized gains and losses are included in other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company determines the appropriate classification of its investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company considers all AFS debt securities as available for use to support current operations, including those with maturity dates beyond one year and are classified as current assets under marketable securities in the accompanying consolidated balance sheets. AFS debt securities included in marketable securities on the consolidated balance sheets consist of securities with original maturities greater than three months at the time of purchase. Interest on marketable securities is included within interest income. |
Restricted Cash | Restricted cash of $2,150 and $1,223 as of December 31, 2021 and 2020, respectively consists of funds that are contractually restricted as to usage or withdrawal due to a contractual agreement. The Company has a letter of credit to the amount of $2,150 with Silicon Valley Bank as security for the payment of rent on its headquarters in Dublin, CA which require lease payments through 2026. During the year ended December 31, 2020, as a result of COVID-19, The Company determines current or non-current |
Concentration of Credit Risk | Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents, and marketable securities, and accounts receivable. The Company places its cash and cash equivalents with major financial institutions, which management assesses to be of high credit quality, to limit the exposure of each investment. The Company’s marketable securities have investment grade ratings when purchased which mitigates risk. The Company’s accounts receivables are derived from customers located in the U.S., Europe, and Asia. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions. The Company generally does not require collateral. The Company’s concentration of risk related to accounts receivable and accounts payable was determined by evaluating the number of customers and vendors accounting for 10% or more of accounts receivable (“AR”) and accounts payable (“AP”). As of December 31, 2021, AEye had one customer accounting for 10% or more of AR and two vendors accounting for 10% or more of AP. As of December 31, 2020, AEye had four customers accounting for 10% or more of AR and three vendors accounting for 10% or more of AP. For the years ended December 31, 2021 and 2020, revenue from the Company’s major customers representing 10% or more of total revenue was as follows: Year ended December 31, 2021 2020 Customer A * 66 % Customer B 55 % * * Customer accounted for less than 10% of total revenue in the period. |
Fair Value of Financial Instruments | The Company defines fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. For additional discussion on fair value of financial instruments, see Note 3. |
Derivatives | The Company accounts for derivative instruments in accordance with Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) Topic 815, Derivatives and Hedging The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risk. Terms of convertible debt instruments are reviewed to determine whether they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract and recorded on the consolidated balance sheets at fair value. An evaluation of specifically identified conditions is made to determine whether the fair value of the derivative issued is required to be classified as equity or as a derivative liability. The fair value of derivative liabilities is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. For additional discussion of derivatives, see Note 3. |
Accounts Receivable, net | Accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. If necessary, accounts receivable are reduced by an allowance for doubtful accounts, which is the Company’s best estimate of the amount of credit losses inherent in its existing accounts receivable. The Company reviews the need for an allowance for doubtful accounts quarterly based on historical experience with each customer and the specifics of each arrangement. During the years ended December 31, 2021 and 2020, the Company did not have any write-offs and at December 31, 2021 and 2020 did not record an allowance for doubtful accounts as all accounts receivable amounts are expected to be collected. |
Deferred Transaction Costs | The Company capitalized qualified legal, accounting, and other direct costs related to the Business Combination which were deferred until completion of the Business Combination. In August 2021, upon the completion of the Business Combination, all deferred costs were offset against proceeds from the Business Combination and the private investment in public equity (“PIPE”) financing. |
Property and Equipment, net | Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 3 to 7 years. Leasehold improvements are amortized over the shorter of the lease term or expected useful life of the improvements. |
Impairment of Long-Lived Assets | The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There are no impairment charges recorded in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020. |
Leases | The Company rents office space under long-term leases that are accounted for as operating leases following FASB ASC Topic 840, Leases |
Revenue Recognition and Cost of Revenue | The Company generates revenues from the sale of prototypes and from development arrangements with automakers and suppliers to automakers. Under FASB ASC Topic 606, Revenue from Contracts with Customers • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation See Note 16, Revenue, for additional information related to the application of ASC 606 to the Company’s primary revenue streams. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenues in the consolidated statements of operations and comprehensive loss. Arrangements with Multiple Performance Obligations When a contract involves multiple performance obligations, the Company accounts for individual products and services separately if the customer can benefit from the product or service on its own or with other resources that are readily available to the customer and the product or service is separately identifiable from other promises in the arrangement. The consideration is allocated between separate performance obligations in proportion to their estimated standalone selling price (SSP). The SSP reflects the price the Company would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers. If the selling price is not directly observable, the Company determines SSP using information that may include other observable inputs, such as the Company generally uses the cost plus margin approach to estimate SSP. In instances where SSP is not directly observable, the Company determines SSP using information that may include other observable inputs such as expected costs plus margin, or uses the residual approach for performance obligations whose SSP is highly variable or uncertain. The Company provides standard product warranties for a term of typically one year to ensure that its products comply with agreed-upon specifications. Standard warranties are considered to be assurance type warranties and are not accounted for as separate performance obligations. Estimated future warranty costs are accrued and charged to cost of sales in the period that the related revenue is recognized. These estimates are based on historical warranty experience and any known or expected changes in warranty exposure, such as trends of product reliability and costs of repairing and replacing defective products. The Company assesses the adequacy of its recorded warranty liabilities on a quarterly basis and adjusts the amounts as necessary. Warranty costs are included within accrued expenses and other liabilities on the consolidated balance sheets. Refer to Note 8 for further information on warranty reserve amounts. Collaboration and Development Agreements The Company considers whether an arrangement qualifies as a collaborative arrangement under FASB ASC Topic 808, Collaborative Arrangements , To qualify and present consideration as revenue within the scope of ASC 606, consideration exchanged in a collaborative arrangement must originate from a customer. The Company refers to ASU 2018-18, Clarifying the Interaction between Topic 808 and Topic 606 The Company evaluates the unit of account for each arrangement and determines if the collaboration partner is considered a customer (defined as a party contracted with the entity to obtain goods and services which are outputs from the entity’s ordinary course of business, in exchange for consideration). When this definition is met, the Company applies the ASC 606 guidance, including recognition, measurement, presentation, and disclosure requirements to the unit of account. When a portion of a bundle unit of account (i.e., multiple promises which are not individually distinct) is not with a customer, the entire unit of account is not accounted for under the scope of ASC 606. For such arrangements, the Company may choose to analogize to the recognition and measurement guidance of ASC 606 whereby the consideration associated with revenue from non-ASC Other Policies, Judgments and Practical Expedients Contract assets and liabilities. 12-month Right of return. Significant financing component. Contract modifications. Judgments and estimates. cost-to-cost Cost of Revenue Cost of revenue primarily consists of costs directly associated with the production of those prototypes that are held for sale and certain costs associated with development arrangements. Such costs for prototypes are direct materials, direct labor, indirect labor, warranty expense, and allocation of overhead. Direct and indirect labor includes personnel-related costs and packaging and procurement respectively associated with the production of prototypes. Other costs such as indirect manufacturing costs are recognized in research and development and general and administrative expenses on the consolidated statements of operations and comprehensive loss. Costs associated with development arrangements include the direct costs and allocation of overhead costs involved in the execution of the contract. |
Research and Development Expenses | Research and development expenses include personnel costs (including salaries, benefits, bonuses, and stock-based compensation), new hardware and software materials to the extent no future economic benefits are expected, other related expenses such as lab equipment, third party development-related contractors, and allocated overhead expenses. Substantially all the R&D expenses are related to the development of new products and services, including contract development expenses. They are expensed as incurred and included in the consolidated statements of operation and comprehensive loss. |
Stock-Based Compensation | The Company accounts for stock-based compensation by measuring and recognizing compensation expense for all share-based awards based on estimated grant-date fair values. The Company uses the straight-line attribution method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of share-based awards using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of subjective assumptions, including the option’s expected term and the price volatility of the underlying stock. The Company’s policy is to recognize stock-based compensation net of estimated forfeitures, based on historical forfeiture rates. The Company measures nonemployee awards at the date of grant, which generally is the date at which a grantor and a grantee reach a mutual understanding of the key terms and conditions of a share-based payment award. The fair value of the restricted stock units, or “RSUs,” is equal to the fair market value of the Company’s common stock on the grant date. The fair value of the stock-based compensation is recognized on a straightline basis over the requisite service period, which is generally the vesting period of the award. Stock options and RSUs for all periods prior to the Business Combination have been retroactively restated to give effect to the recapitalization. Refer to Note 2 for further discussion of the equity recapitalization resulting from the Business Combination. |
Income Taxes | Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning The Company records uncertain tax positions in accordance with FASB ASC Topic 740, Income Taxes two-step more-likely-than-not The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations and comprehensive loss. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheets. As of and for the year ended December 31, 2021 and 2020 there were no interest or penalties recorded. |
Net Loss per Share | Basic net loss per share is computed using net loss available to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects the dilutive effects of stock options, restricted stock units, preferred stock, convertible notes, and public and private placement warrants outstanding during the period to the extent such securities would not be anti-dilutive and is determined using the if-converted The Company calculates weighted average number of common shares outstanding during the period using the Company’s Class A common stock outstanding. As the merger has been accounted for as a reverse capitalization, the consolidated financial statements of the merged entity reflects the continuation of the pre-merger Basic and diluted net loss per share attributable to common stockholders was the same for all periods presented as the inclusion of all potentially dilutive securities outstanding was anti-dilutive, as AEye is currently operating in a net loss position. |
Comprehensive Loss | Comprehensive loss includes all changes in equity (net assets) from non-owner available-for-sale |
Recently Accounting Pronouncements and Recently Adopted Accounting Guidance | In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments No. 2018-19, No. 2019-04, No. 2019-05, No. 2019-10, No. 2019-11. 2016-13 2016-13 Available-for-sale In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02. Leases right-of-use The new standard is effective for the Company on January 1, 2022. We adopted the new standard on January 1, 2022 using the Effective Date Method. The Company has completed a substantial portion of its evaluation of the effect of adopting ASC 842 on its financial statements. Upon adoption on January 1, 2022, the Company expects to recognize estimated right-of-use In December 2019, the FASB issued ASU 2019-12, Income Taxes Simplifying the Accounting for Income Taxes 2019-12 2019-12 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Revenue from Major Customers Representing 10% or More of Total Revenue | For the years ended December 31, 2021 and 2020, revenue from the Company’s major customers representing 10% or more of total revenue was as follows: Year ended December 31, 2021 2020 Customer A * 66 % Customer B 55 % * * Customer accounted for less than 10% of total revenue in the period. |
Recapitalization (Tables)
Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of changes in stockholders’ deficit for period ended December 31, 2021 (in thousands, except share data): Cash—CF III’s trust and cash (net of redemption) $ 36,811 Cash—Private offering 220,000 Less: transaction costs and advisory fees paid (52,661 ) Net Business Combination and private offering $ 204,150 The number of shares of common stock issued immediately following the closing of the Business Combination were: CF III Class A common stock, outstanding prior to Business Combination 23,000,000 Less: redemption of CF III Class A common stock 19,355,365 Class A common stock of CF III 3,644,635 CF III founder shares 5,750,000 CF III Private Placement shares 500,000 CF III Shares issued in PIPE 22,000,000 Business Combination and PIPE shares 31,894,635 Legacy AEye shares 122,509,667 August 16, 2021 154,404,302 The number of Legacy AEye shares was determined as follows: AEye shares AEye shares, effected for Balance at December 31, 2019 11,283,838 41,984,908 Recapitalization applied to Redeemable Convertible preferred stock outstanding at December 31, 2019 16,383,725 60,960,574 Exercise of common stock options—2020 504,524 1,877,233 Repurchase of common stock—2020 (950,352 ) (3,536,070 ) Exercise of common stock options—2021 (pre-Closing) 54,859 204,119 Conversion of Convertible Notes and Accrued Interest—2021 5,584,308 20,778,097 Exercise of common stock and Series A preferred stock warrants—2021 64,719 240,806 Total 122,509,667 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The Company’s financial assets and liabilities measured at fair value on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): Fair Value (in thousands) Measured as of December 31, 2021 Using: Adjusted Cost Unrealized Fair Value Cash and Marketable Assets Level 1 Money market funds $ 4,863 $ — $ 4,863 $ 4,863 $ — Level 2 Asset-backed securities $ 26,491 $ (68 ) $ 26,423 $ — $ 26,423 Corporate bonds 48,643 (150 ) 48,493 — 48,493 Commercial paper 45,145 — 45,145 — 45,145 U.S. Government securities 29,936 (173 ) 29,763 — 29,763 Total financial assets $ 155,078 $ (391 ) $ 154,687 $ 4,863 $ 149,824 Liabilities Level 2 Private placement warrant liability $ — $ — $ 155 $ — $ — Total financial liabilities $ — $ — $ 155 $ — $ — Liabilities Level 3 Common stock and series A preferred stock warrant liability $ — $ — $ 93 $ — $ — Embedded derivative liability — — 17 — — Total financial liabilities $ — $ — $ 110 $ — $ — |
Summary of the Changes in Fair Value of Level 3 Financial Instruments | The following table presents a summary of the changes in fair value of the Company’s Level 3 financial instruments for the year ended December 31, 2021 (in thousands): Embedded Common Stock and Total Balance at December 31, 2020 $ 17 $ 93 $ 110 (Gain) loss in fair value included in other income (expense, net) (17 ) (93 ) (110 ) Balance at December 31, 2021 $ — $ — $ — Embedded Common Stock and Total Balance at December 31, 2019 $ — $ — $ — Initial fair value of embedded derivative 1,520 — 1,520 (Gain)/loss in fair value included in other income (expense, net) (1,503 ) 93 (1,410 ) Balance at December 31, 2020 $ 17 $ 93 $ 110 |
Key Inputs into the Black-Sholes Option Pricing Model | The key inputs into the Black-Scholes option-pricing model for the common stock and series A preferred stock warrant liability valued at December 31, 2020 are as follows: December 31, 2020 Expected term (years) 5.8 Expected volatility 45.6 % Risk-free interest rate 0.4 % Dividend yield — % Exercise price $ 15.03 |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash, cash equivalents (which consists entirely of money market funds) and restricted cash as of December 31, 2021 and 2020 were as follows (in thousands): As of December 31, 2021 2020 Cash and cash equivalents $ 14,183 $ 15,275 Restricted cash 2,150 1,223 Total cash, cash equivalents, and restricted cash $ 16,333 $ 16,498 |
Schedule of Restricted Cash | Cash, cash equivalents (which consists entirely of money market funds) and restricted cash as of December 31, 2021 and 2020 were as follows (in thousands): As of December 31, 2021 2020 Cash and cash equivalents $ 14,183 $ 15,275 Restricted cash 2,150 1,223 Total cash, cash equivalents, and restricted cash $ 16,333 $ 16,498 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Net of Write-Downs | Inventory, net of write-downs, as of December 31, 2021 and 2020 were as follows (in thousands): As of December 31, 2021 2020 Raw materials $ 1,544 $ 1,123 Work in-process 2,447 1,337 Finished goods 94 195 Total inventory, net $ 4,085 $ 2,655 |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets as of December 31, 2021 and 2020 were as follows (in thousands): As of December 31, 2021 2020 Prepaid expenses $ 3,980 $ 549 Demonstration units 224 — Other 847 847 Total prepaid and other current assets $ 5,051 $ 1,396 |
Other Noncurrent Assets (Tables
Other Noncurrent Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Noncurrent Assets | Other noncurrent assets as of December 31, 2021 and 2020 were as follows (in thousands): As of December 31, 2021 2020 Deferred financing costs $ — $ 288 Security deposits 133 27 Long-term prepaid expenses 1,376 — Total other noncurrent assets $ 1,509 $ 315 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of December 31, 2021 and 2020 were as follows (in thousands): As of December 31, 2021 2020 Accrued payroll $ 957 $ 741 Accrued bonuses 3,408 — Accrued payroll taxes 1,547 273 Accrued interest — 391 Accrued purchases and other 1,947 1,406 Warranty reserve 275 — Deferred rent—current 605 545 Accrued expenses and other current liabilities $ 8,739 $ 3,356 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net as of December 31, 2021 and 2020 consists of the following (in thousands): As of December 31, 2021 2020 Machinery and equipment $ 1,444 $ 625 Computers, software and related equipment 268 218 Office furniture and equipment 341 338 Vehicles 342 165 Leasehold improvements 4,725 4,709 Construction in progress 213 — Total property and equipment 7,333 6,055 Less accumulated depreciation and amortization (2,204 ) (1,190 ) Property and equipment, net $ 5,129 $ 4,865 |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings | As of December 31, 2021, there were no borrowings outstanding. As of December 31, 2020, the Company’s borrowings consisted of the following (in thousands): December 31, Silicon Valley Bank credit facility $ 3,333 Payroll Protection Program (PPP) Loan 2,270 Unamortized debt issuance costs—SVB financing and credit facility (26 ) Total borrowings, net of debt issuance costs $ 5,577 Borrowings—net of debt issuance costs, current $ 2,693 Borrowings—net of debt issuance costs, noncurrent 2,884 Total borrowings, net of debt issuance costs $ 5,577 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | December 31, Convertible notes—face value $ 29,990 Unamortized debt issuance costs (175 ) Unamortized debt discount (753 ) Embedded derivative liability 17 Convertible notes—current $ 29,079 |
Interest Expense and Other (Tab
Interest Expense and Other (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Interest Expense and Other | Interest expense and other for the years ended December 31, 2021 and 2020 consisted of the following (in thousands): Year ended 2021 2020 Interest on term loan debt $ 630 $ 200 Interest on PPP loan 11 16 Interest on convertible note 700 359 Amortization of debt issuance costs 725 97 Amortization of debt discount 752 830 Amortization of premiums on marketable securities, net 456 — Common stock purchase agreement costs 1,583 — Interest expense and other $ 4,857 $ 1,502 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule Of Outstanding Shares Of Preferred Stock Were Cancelled and Exchanged | Upon the Closing, all of the outstanding shares of preferred stock were cancelled and exchanged for shares of the surviving Company’s Class A common stock at the Exchange Ratio of 3.7208, the exchange rate established in the Merger Agreement. August 16, 2021 (Closing) Preferred Exchange Common Series A Convertible preferred stock (pre-combination) 9,226,734 3.7208 34,330,838 Series B Convertible preferred stock (pre-combination) 7,156,991 3.7208 26,629,736 Total 16,383,725 60,960,574 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share | The following table sets forth the basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except per share data): Year ended December 31, 2021 2020 Numerator: Net loss attributable to common stockholders $ (65,011 ) $ (26,551 ) Denominator: Weighted average common shares outstanding—Basic 109,055,894 102,803,202 Dilutive effect of potential common shares — — Weighted average common shares outstanding—Diluted 109,055,894 102,803,202 Net loss per share attributable to common stockholders—Basic and Diluted $ (0.60 ) $ (0.26 ) |
Schedule of Antidilutive Common Share Equivalents | The following table sets forth the anti-dilutive common share equivalents for the periods listed: Year ended December 31, 2021 2020 Warrants 7,833,332 256,605 Common stock options issued and outstanding 29,238,432 31,618,135 Unvested restricted stock units 7,434,743 — Conversion of convertible notes — 16,317,560 Total 44,506,507 48,192,300 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity related to the Plans as of December 31, 2021 is as follows: Outstanding Weighted Weighted Aggregate Balance at December 31, 2020 31,618,135 $ 0.48 8.3 $ 112,548 Granted — — Exercised (312,037 ) 0.48 Forfeited (1,026,950 ) 0.65 Expired (498,101 ) 0.19 Repurchased (542,615 ) 0.17 Balance at December 31, 2021 29,238,432 $ 0.48 7.4 $ 127,345 Vested and expected to vest as of December 31, 2021 27,555,673 $ 0.48 7.3 $ 120,250 Vested and exercisable as of December 31, 2021 18,615,254 $ 0.41 6.7 $ 82,475 |
Summary of RSU Activity | The following table summarizes the RSU award activity under the Plans: Shares Weighted Average Unvested at December 31, 2020 — — Granted 7,913,760 $ 5.91 Forfeited (30,413 ) 7.60 Vested (448,604 ) 7.54 Unvested at December 31, 2021 7,434,743 $ 5.80 |
Summary of Stock-Based Compensation Expense | The following table summarizes stock-based compensation expense recorded in each component of operating expenses in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2021 and 2020 (in thousands): Year ended 2021 2020 Research and development $ 2,175 $ 702 Sales and marketing 1,381 249 General and administrative 6,462 1,001 Total stock-based compensation $ 10,018 $ 1,952 |
Schedule of Weighted Average Assumptions Used in the Black-Scholes Option-pricing Model for Stock Options | The weighted average assumptions used in the Black-Scholes option-pricing model for stock options for the year ended December 31, 2020, was as follows: December 31, Expected term (in years) 5.8 Risk-free interest rate 0.4 % Expected volatility 45.6 % Expected dividend yield — % |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Total revenue based on the disaggregation criteria described above are as follows (in thousands): Year ended 2021 2020 Revenue by primary geographical market: United States $ 2,215 $ 330 Germany 536 25 Other European countries 111 110 Asia 145 1,114 Total $ 3,007 $ 1,579 Revenue by timing of recognition: Recognized at a point in time $ 2,991 $ 1,515 Recognized over time 16 64 Total $ 3,007 $ 1,579 |
Schedule of Contract Liabilities | Contract liabilities consisted of the following as of December 31, 2021 (in thousands): As of Contract liabilities, current $ 2,287 Contract liabilities, noncurrent 631 Total $ 2,918 The following table shows the significant changes in contract liabilities balance as of December 31, 2021 and 2020 (in thousands): Year ended 2021 2020 Beginning balance $ 660 $ 950 Revenue recognized that was included in the contract liabilities beginning balance (570 ) (450 ) Increase due to invoices issued on performance obligations not yet satisfied during the period 2,828 160 Ending balance $ 2,918 $ 660 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Federal Statutory Rate to Effective Tax Rate | The following table presents a reconciliation of the federal statutory rate of 21.0% to our effective tax rate for the periods presented: Year ended 2021 2020 U.S. federal tax benefit at statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 11.8 % 3.5 % Non-deductible (0.3 )% 0.3 % Stock-based compensation (1.1 )% (1.5 )% Research and development credits 1.2 % 2.5 % Transaction cost 3.9 % — % Foreign rate differential (3.1 )% (4.3 )% Change in valuation allowance, net (33.4 )% (21.5 )% Effective tax rate — % — % |
Schedule of Deferred Tax Assets | The Company did not have deferred tax liabilities as of December 31, 2021 and 2020. Significant components of the Company’s deferred tax assets are presented below: Year ended 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 41,856 $ 17,011 Research and development credit carryforward 4,545 2,810 Stock-based compensation 1,040 51 Property and equipment 178 40 Other accruals 734 464 Gross deferred tax assets 48,353 20,376 Valuation allowance (48,353 ) (20,376 ) Total deferred tax assets—net $ — $ — |
Reconciliation of Unrecognized Tax Benefits | Unrecognized Tax Benefits Year ended 2021 2020 Unrecognized tax benefits as of the beginning of the year $ 1,210 $ 938 Increases (decreases) related to prior year tax provisions 40 (14 ) Increase related to current year tax provisions 431 286 Unrecognized tax benefits as of the end of the year $ 1,681 $ 1,210 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments Under Noncancellable Operating Leases | Future minimum payments as of December 31, 2021 under the noncancellable operating leases are as follows (in thousands): Operating Years ended: 2022 $ 2,393 2023 2,341 2024 2,412 2025 2,484 2026 and after 2,340 Total minimum lease payments $ 11,970 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions and Balances | Revenue, accounts receivable, and contract liabilities for stockholders of the Company who were also related parties were as follows (in thousands)—these stockholders no longer qualified as related parties in 2021: Year ended 2021 2020 Prototype sales: Stockholder A $ — $ 60 Development contracts: Stockholder B $ — $ 100 Stockholder C $ — $ 1,050 Year ended 2021 2020 Accounts receivable: Stockholder A $ — $ 22 Year ended 2021 2020 Contract liabilities (current): Stockholder B $ — $ 65 Stockholder D $ — $ 500 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Narrative (Details) | 1 Months Ended | 8 Months Ended | 12 Months Ended | |
Jan. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Cash and cash equivalents and marketable securities | $ 164,007,000 | |||
Number of reportable segments | segment | 1 | |||
Restricted cash | $ 1,223,000 | $ 2,150,000 | $ 1,223,000 | |
Rental payments | 928,000 | |||
Available letter of credit | 1,223,000 | 1,223,000 | ||
Allowance for doubtful accounts | 0 | 0 | ||
Accounts receivable write-offs | 0 | 0 | ||
Inventory allowance | 298,000 | 1,122,000 | 298,000 | |
Impairment charges | $ 0 | 0 | ||
Term of standard product warranties | 1 year | |||
Contract assets | $ 0 | |||
Interest and penalties recorded related to unrecognized tax benefits | $ 0 | $ 0 | $ 0 | |
Minimum | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Useful life of property and equipment | 3 years | |||
Minimum | Cumulative Effect, Period of Adoption, Adjustment | Pro Forma | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
ROU assets | $ 16,050,000 | |||
Maximum | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Useful life of property and equipment | 7 years | |||
Maximum | Cumulative Effect, Period of Adoption, Adjustment | Pro Forma | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Operating liabilities | $ 19,692,000 | |||
Accounts Receivable | Customer Concentration Risk | Customer One | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage (more than) | 10.00% | 10.00% | ||
Accounts Receivable | Customer Concentration Risk | Customer Three | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage (more than) | 10.00% | |||
Accounts Receivable | Customer Concentration Risk | Customer Four | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage (more than) | 10.00% | |||
Accounts Payable | Supplier Concentration Risk | Vendor One | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage (more than) | 10.00% | 10.00% | ||
Accounts Payable | Supplier Concentration Risk | Vendor Two | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage (more than) | 10.00% | 10.00% | ||
Accounts Payable | Supplier Concentration Risk | Vendor Three | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage (more than) | 10.00% | |||
Letter of Credit | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Maximum capacity | $ 2,150,000 | |||
Replenishment of letter of credit | $ 928,000 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Schedule of Revenue from Major Customers Representing 10% or More of Total Revenue (Details) - Revenue - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 66.00% | |
Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 55.00% |
Recapitalization - Narrative (D
Recapitalization - Narrative (Details) | Aug. 16, 2021USD ($)$ / sharesshares | Aug. 15, 2021$ / sharesshares | Aug. 12, 2021USD ($)$ / sharesshares | Aug. 15, 2021$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019shares |
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Common stock and preferred stock — shares authorized (in shares) | 301,000,000 | ||||||
Common stock — shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | ||||
Common stock — par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock — shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Preferred stock — par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Exchange ratio | 3.7208 | ||||||
Convertible preferred stock conversion ratio | 1 | 1 | |||||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||
Common stock conversion ratio | 1 | 1 | |||||
Warrant period exercisable | 30 days | ||||||
Warrant expiration period | 5 years | ||||||
Transaction costs recorded to additional paid-in capital | $ | $ 52,661,000 | ||||||
Transaction costs expensed | $ | 2,198,000 | ||||||
Gross proceeds from Business Combination | $ | $ 256,811,000 | ||||||
PIPE Subscription, All Investors | |||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Shares issued in transaction (in shares) | 22,000,000 | ||||||
Purchase price (in dollars per share) | $ / shares | $ 10 | ||||||
Aggregate purchase price | $ | $ 220,000,000 | ||||||
PIPE Subscription, Defaulted Investor | |||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Shares issued in transaction (in shares) | 500,000 | ||||||
Purchase price (in dollars per share) | $ / shares | $ 10 | ||||||
Aggregate purchase price | $ | $ 5,000,000 | ||||||
AEye Technologies | Common Stock Warrants | |||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Outstanding warrants exercised (in shares) | 61,612 | 61,612 | |||||
Net settlement of common stock and Series A preferred stock warrants (in shares) | 57,770 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 37.21 | $ 37.21 | |||||
AEye Technologies | Series A Preferred Warrants | |||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Outstanding warrants exercised (in shares) | 7,353 | 7,353 | |||||
Net settlement of common stock and Series A preferred stock warrants (in shares) | 6,949 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 37.21 | $ 37.21 | |||||
CF III | |||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Redemption of shares (in shares) | 19,355,365 | ||||||
Value of redemption of shares | $ | $ 195,498,000 | ||||||
Redemption price per share (in dollars per share) | $ / shares | $ 10.10 | ||||||
Common Stock | |||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Conversion of Convertible Notes and Accrued Interest (in shares) | 20,778,097 | 20,778,097 | 20,778,097 | ||||
Shares outstanding (in shares) | 155,137,237 | 101,286,645 | 102,945,482 | ||||
Net settlement of common stock and Series A preferred stock warrants (in shares) | 240,806 | 240,806 | |||||
Redemption of shares (in shares) | 3,536,070 | ||||||
Common Stock | Retroactive application of recapitalization | |||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Shares outstanding (in shares) | 90,448,635 | 91,661,644 | |||||
Common Stock | AEye Technologies | |||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Conversion of Convertible Notes and Accrued Interest (in shares) | 5,584,308 | 5,584,308 | |||||
Shares outstanding (in shares) | 11,283,838 | ||||||
Net settlement of common stock and Series A preferred stock warrants (in shares) | 64,719 | ||||||
Redemption of shares (in shares) | 950,352 | ||||||
Preferred Stock | |||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Shares outstanding (in shares) | 0 | 0 | 0 | ||||
Preferred Stock | Retroactive application of recapitalization | |||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Shares outstanding (in shares) | (16,383,725) | (16,383,725) | |||||
Preferred Stock | AEye Technologies | |||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Shares outstanding (in shares) | 16,383,725 | ||||||
Preferred Stock | AEye Technologies | Retroactive application of recapitalization | |||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||
Shares outstanding (in shares) | 16,383,725 | 16,383,725 |
Recapitalization - Reconciliati
Recapitalization - Reconciliation of Elements of the Business Combination to the Financial Statements (Details) $ in Thousands | Aug. 16, 2021USD ($) |
Reverse Recapitalization [Abstract] | |
Cash - CF III's trust and cash (net of redemption) | $ 36,811 |
Cash - Private offering | 220,000 |
Less: transaction costs and advisory fees paid | (52,661) |
Net Business Combination and private offering | $ 204,150 |
Recapitalization - Shares Issue
Recapitalization - Shares Issued Immediately Following the Consummation of the Business Combination (Details) - shares | Aug. 16, 2021 | Aug. 12, 2021 | Dec. 31, 2021 | Aug. 15, 2021 | Dec. 31, 2020 |
Schedule Of Reverse Recapitalization [Line Items] | |||||
Class A common stock, outstanding (in shares) | 154,404,302 | 155,137,237 | 101,286,645 | ||
Legacy AEye shares (in shares) | 122,509,667 | ||||
CF III | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Class A common stock, outstanding (in shares) | 23,000,000 | ||||
Less: redemption of CF III Class A common stock (in shares) | 19,355,365 | ||||
AEye Technologies | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Business Combination and PIPE shares (in shares) | 31,894,635 | ||||
Legacy AEye shares (in shares) | 122,509,667 | ||||
AEye Technologies | Common Shareholders | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Business Combination and PIPE shares (in shares) | 3,644,635 | ||||
AEye Technologies | Founder shares | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Business Combination and PIPE shares (in shares) | 5,750,000 | ||||
AEye Technologies | Private Placement | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Business Combination and PIPE shares (in shares) | 500,000 | ||||
AEye Technologies | Shares issued in PIPE | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Business Combination and PIPE shares (in shares) | 22,000,000 |
Recapitalization - Calculation
Recapitalization - Calculation of Legacy AEye Shares (Details) - shares | Aug. 16, 2021 | Aug. 15, 2021 | Aug. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Exercise of common stock options (in shares) | 312,037 | |||||
Legacy AEye shares (in shares) | 122,509,667 | |||||
AEye Technologies | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Legacy AEye shares (in shares) | 122,509,667 | |||||
Common Stock | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Shares outstanding (in shares) | 155,137,237 | 101,286,645 | 102,945,482 | |||
Exercise of common stock options (in shares) | 204,119 | 312,037 | 1,877,233 | |||
Repurchase of common stock (in shares) | (3,536,070) | |||||
Conversion of Convertible Notes and Accrued Interest (in shares) | 20,778,097 | 20,778,097 | 20,778,097 | |||
Exercise of common stock and Series A preferred stock warrants (in shares) | 240,806 | 240,806 | ||||
Common Stock | Reverse Recapitalization, Converted Shares | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Shares outstanding (in shares) | 41,984,908 | |||||
Common Stock | AEye Technologies | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Shares outstanding (in shares) | 11,283,838 | |||||
Exercise of common stock options (in shares) | 54,859 | 504,524 | ||||
Repurchase of common stock (in shares) | (950,352) | |||||
Conversion of Convertible Notes and Accrued Interest (in shares) | 5,584,308 | 5,584,308 | ||||
Exercise of common stock and Series A preferred stock warrants (in shares) | 64,719 | |||||
Preferred Stock | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Shares outstanding (in shares) | 0 | 0 | 0 | |||
Preferred Stock | Reverse Recapitalization, Converted Shares | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Shares outstanding (in shares) | 60,960,574 | |||||
Preferred Stock | AEye Technologies | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Shares outstanding (in shares) | 16,383,725 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents, adjusted cost | $ 14,183 | $ 15,275 |
Recurring | ||
Assets | ||
Cash and cash equivalents and marketable securities, adjusted cost | 155,078 | |
Marketable securities, unrealized losses | (391) | |
Total financial assets, fair value | 154,687 | |
Recurring | Cash and Cash Equivalent | ||
Assets | ||
Total financial assets, fair value | 4,863 | |
Recurring | Marketable Securities | ||
Assets | ||
Total financial assets, fair value | 149,824 | |
Recurring | Level 1 | Money Market Funds | ||
Assets | ||
Cash and cash equivalents, adjusted cost | 4,863 | |
Cash and cash equivalents, fair value | 4,863 | |
Recurring | Level 1 | Money Market Funds | Cash and Cash Equivalent | ||
Assets | ||
Cash and cash equivalents, fair value | 4,863 | |
Recurring | Level 2 | ||
Liabilities | ||
Total financial liabilities | 155 | |
Recurring | Level 2 | Private Placement Warrants | ||
Liabilities | ||
Warrant liability | 155 | |
Recurring | Level 2 | Asset-backed securities | ||
Assets | ||
Marketable securities, adjusted cost | 26,491 | |
Marketable securities, unrealized losses | (68) | |
Marketable securities, fair value | 26,423 | |
Recurring | Level 2 | Asset-backed securities | Marketable Securities | ||
Assets | ||
Marketable securities, fair value | 26,423 | |
Recurring | Level 2 | Corporate bonds | ||
Assets | ||
Marketable securities, adjusted cost | 48,643 | |
Marketable securities, unrealized losses | (150) | |
Marketable securities, fair value | 48,493 | |
Recurring | Level 2 | Corporate bonds | Marketable Securities | ||
Assets | ||
Marketable securities, fair value | 48,493 | |
Recurring | Level 2 | Commercial paper | ||
Assets | ||
Marketable securities, adjusted cost | 45,145 | |
Marketable securities, fair value | 45,145 | |
Recurring | Level 2 | Commercial paper | Marketable Securities | ||
Assets | ||
Marketable securities, fair value | 45,145 | |
Recurring | Level 2 | U.S. Government securities | ||
Assets | ||
Marketable securities, adjusted cost | 29,936 | |
Marketable securities, unrealized losses | (173) | |
Marketable securities, fair value | 29,763 | |
Recurring | Level 2 | U.S. Government securities | Marketable Securities | ||
Assets | ||
Marketable securities, fair value | 29,763 | |
Recurring | Level 3 | ||
Liabilities | ||
Embedded derivative liability | 17 | |
Total financial liabilities | 110 | |
Recurring | Level 3 | Common Stock and Series A Preferred Stock Warrants | ||
Liabilities | ||
Warrant liability | $ 93 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Level 3 Financial Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 110 | $ 0 |
Initial fair value of embedded derivative | 1,520 | |
(Gain) loss in fair value included in other income (expense, net) | (110) | (1,410) |
Ending balance | 0 | 110 |
Derivative Liability | Embedded Derivative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 17 | 0 |
Initial fair value of embedded derivative | 1,520 | |
(Gain) loss in fair value included in other income (expense, net) | (17) | (1,503) |
Ending balance | 0 | 17 |
Warrant Liability | Common Stock and Series A Preferred Stock Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 93 | 0 |
Initial fair value of embedded derivative | 0 | |
(Gain) loss in fair value included in other income (expense, net) | (93) | 93 |
Ending balance | $ 0 | $ 93 |
Fair Value Measurements - Key I
Fair Value Measurements - Key Inputs into the Black-Scholes Option Pricing Model (Details) - Recurring - Level 3 - Black-Scholes Option Pricing Model - Common Stock and Series A Preferred Stock Warrants | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected term (years) | 5 years 9 months 18 days |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Key inputs | 45,600 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Key inputs | 400 |
Dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Key inputs | 0 |
Exercise price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Key inputs | 15.03 |
Cash, Cash Equivalents, and R_3
Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents [Abstract] | |||
Cash and cash equivalents | $ 14,183 | $ 15,275 | |
Restricted cash | 2,150 | 1,223 | |
Total cash, cash equivalents, and restricted cash | $ 16,333 | $ 16,498 | $ 8,205 |
Inventories - Components of Inv
Inventories - Components of Inventory, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,544 | $ 1,123 |
Work in-process | 2,447 | 1,337 |
Finished goods | 94 | 195 |
Inventories, net | $ 4,085 | $ 2,655 |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 3,980 | $ 549 |
Demonstration units | 224 | 0 |
Other | 847 | 847 |
Prepaid and other current assets | $ 5,051 | $ 1,396 |
Other Noncurrent Assets (Detail
Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred financing costs | $ 0 | $ 288 |
Security deposits | 133 | 27 |
Long-term prepaid expenses | 1,376 | 0 |
Total other noncurrent assets | $ 1,509 | $ 315 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 957 | $ 741 |
Accrued bonuses | 3,408 | 0 |
Accrued payroll taxes | 1,547 | 273 |
Accrued interest | 0 | 391 |
Accrued purchases and other | 1,947 | 1,406 |
Warranty reserve | 275 | 0 |
Deferred rent - current | 605 | 545 |
Accrued expenses and other current liabilities | $ 8,739 | $ 3,356 |
Property and Equipment, Net - C
Property and Equipment, Net - Components of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 7,333 | $ 6,055 |
Less accumulated depreciation and amortization | (2,204) | (1,190) |
Property and equipment, net | 5,129 | 4,865 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,444 | 625 |
Computers, software and related equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 268 | 218 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 341 | 338 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 342 | 165 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 4,725 | 4,709 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 213 | $ 0 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 1,014 | $ 922 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) - USD ($) $ in Thousands | Sep. 07, 2021 | Aug. 20, 2021 | Jun. 19, 2021 | May 13, 2021 | Mar. 18, 2021 | Apr. 20, 2020 | Aug. 16, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | |||||||||
Gain on PPP loan forgiveness | $ 2,297 | $ 0 | |||||||
Borrowing amount outstanding | $ 0 | $ 5,577 | |||||||
Silicon Valley Bank credit facility | Secured Debt | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Loan amount | $ 4,000 | ||||||||
Principal payment extension term | 6 months | ||||||||
Principal payments on bank loans | $ 2,333 | ||||||||
Silicon Valley Bank credit facility | Secured Debt | Interest Rate Option Two | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate | 5.50% | ||||||||
Silicon Valley Bank credit facility | Secured Debt | Prime Rate | Interest Rate Option One | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 0.75% | ||||||||
Paycheck Protection Program (PPP) Loan | Loans Payable | Principal | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Gain on PPP loan forgiveness | $ 2,270 | ||||||||
Paycheck Protection Program (PPP) Loan | Loans Payable | Interest | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Gain on PPP loan forgiveness | $ 27 | ||||||||
Financing Facility | Silicon Valley Bank Financing Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum capacity | $ 10,000 | ||||||||
Interest rate | 8.00% | ||||||||
Repayments for financing facility, including interest | $ 10,540 | ||||||||
Financing Facility | Silicon Valley Bank Financing Facility, First Advance | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum capacity | $ 4,000 | ||||||||
Amount drawn | 4,000 | ||||||||
Financing Facility | Silicon Valley Bank Financing Facility, Second Advance | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum capacity | $ 6,000 | ||||||||
Amount drawn | $ 6,000 |
Borrowings - Summary of Borrowi
Borrowings - Summary of Borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | $ (26) | |
Total borrowings, net of debt issuance costs | $ 0 | 5,577 |
Borrowings—net of debt issuance costs, noncurrent | 0 | 2,693 |
Borrowings—net of debt issuance costs, noncurrent | $ 0 | 2,884 |
Secured Debt | Silicon Valley Bank credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 3,333 | |
Loans Payable | Paycheck Protection Program (PPP) Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 2,270 |
Convertible Notes - Narrative (
Convertible Notes - Narrative (Details) - USD ($) | Aug. 16, 2021 | Aug. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 26, 2020 |
Debt Instrument [Line Items] | |||||
Convertible notes | $ 0 | $ 29,079,000 | |||
Common Stock | |||||
Debt Instrument [Line Items] | |||||
Conversion of Convertible Notes and Accrued Interest (in shares) | 20,778,097 | 20,778,097 | 20,778,097 | ||
2020 Notes | Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Maximum amount of convertible equity instruments issuable | $ 40,000,000 | ||||
Dividend rate | 3.00% | ||||
Proceeds from the issuance of convertible notes | $ 8,045,000 | $ 30,000,000 | |||
Debt conversion multiplier percentage | 90.00% | ||||
Equity fair value used to determine conversion | $ 250,000,000 | ||||
Convertible notes | 0 | 29,079,000 | |||
Embedded derivative liability | $ 0 | $ 17,000 | $ 1,520,000 |
Convertible Notes - Summary of
Convertible Notes - Summary of Convertible Notes (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 26, 2020 |
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | $ (26,000) | ||
Convertible notes - current | $ 0 | 29,079,000 | |
2020 Notes | Convertible Notes | |||
Debt Instrument [Line Items] | |||
Convertible notes - face value | 29,990,000 | ||
Unamortized debt issuance costs | (175,000) | ||
Unamortized debt discount | (753,000) | ||
Embedded derivative liability | 0 | 17,000 | $ 1,520,000 |
Convertible notes - current | $ 0 | $ 29,079,000 |
Interest Expense and Other (Det
Interest Expense and Other (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Amortization of debt issuance costs | $ 725 | $ 97 |
Amortization of debt discount | 752 | 830 |
Amortization of premiums on marketable securities, net | 456 | 0 |
Common stock purchase agreement costs | 1,583 | 0 |
Interest expense and other | 4,857 | 1,502 |
2020 Notes | Convertible Notes | ||
Debt Instrument [Line Items] | ||
Interest | 700 | 359 |
Secured Debt | Silicon Valley Bank credit facility | ||
Debt Instrument [Line Items] | ||
Interest | 630 | 200 |
Loans Payable | Paycheck Protection Program (PPP) Loan | ||
Debt Instrument [Line Items] | ||
Interest | $ 11 | $ 16 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | Dec. 31, 2021vote$ / sharesshares | Dec. 08, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)vote$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Aug. 16, 2021$ / sharesshares | Aug. 15, 2021shares |
Class of Warrant or Right [Line Items] | ||||||
Common stock — shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | ||
Common stock — par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock — shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock — par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock — shares issued (in shares) | 155,137,237 | 155,137,237 | 101,286,645 | |||
Common stock — shares outstanding (in shares) | 155,137,237 | 155,137,237 | 101,286,645 | 154,404,302 | ||
Preferred stock — shares issued (in shares) | 0 | 0 | 0 | |||
Preferred stock — shares outstanding (in shares) | 0 | 0 | 0 | 16,383,725 | ||
Number of votes | vote | 1 | 1 | ||||
Exchange ratio | 3.7208 | |||||
Number of shares of common stock entitled to purchase for each warrant (in shares) | 1 | 1 | ||||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | |||
Common stock purchase agreement costs | $ | $ 1,583,000 | $ 0 | ||||
Tumin Stone Capital | ||||||
Class of Warrant or Right [Line Items] | ||||||
Commitment shares for Common Stock Purchase Agreement (in shares) | 302,634 | |||||
Common stock purchase agreement costs | $ | $ 1,583,000 | |||||
Derivative asset | $ | $ 0 | |||||
Tumin Stone Capital | Private Placement | ||||||
Class of Warrant or Right [Line Items] | ||||||
Maximum common stock value | $ | $ 125,000,000 | |||||
Exchange cap, percentage of shares of common stock outstanding immediately prior to execution of the agreement | 19.99% | |||||
Exchange cap exception, minimum price per share (in dollars per share) | $ / shares | $ 4.9485 | |||||
Term of agreement | 36 months | |||||
Maximum percentage ownership after the transaction | 9.99% | |||||
Price per share multiplier | 0.9615 | |||||
Maximum number of shares issued per day calculation, amount divided by closing sale price | $ | $ 20,000,000 | |||||
Maximum number of shares issued per day calculation, average daily common stock trading volume multiplier | 0.15 | |||||
Maximum number of shares issued per day calculation, average daily common stock trading volume, trading days preceding sale date | 3 days | |||||
Shares issued in transaction (in shares) | 0 | |||||
Private Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Outstanding warrants (in shares) | 166,666 | 166,666 | ||||
Public Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Outstanding warrants (in shares) | 7,666,666 | 7,666,666 |
Stockholders' Equity - Outstand
Stockholders' Equity - Outstanding Preferred Shares Converted (Details) | Dec. 31, 2021shares | Aug. 16, 2021shares | Aug. 15, 2021shares | Dec. 31, 2020shares |
Conversion of Stock [Line Items] | ||||
Preferred stock — shares outstanding (in shares) | 0 | 16,383,725 | 0 | |
Exchange ratio | 3.7208 | |||
Common stock — shares outstanding (in shares) | 155,137,237 | 154,404,302 | 101,286,645 | |
Reverse Recapitalization, Converted Shares | ||||
Conversion of Stock [Line Items] | ||||
Common stock — shares outstanding (in shares) | 60,960,574 | |||
Series A Convertible Preferred Stock | ||||
Conversion of Stock [Line Items] | ||||
Preferred stock — shares outstanding (in shares) | 9,226,734 | |||
Series A Convertible Preferred Stock | Reverse Recapitalization, Converted Shares | ||||
Conversion of Stock [Line Items] | ||||
Common stock — shares outstanding (in shares) | 34,330,838 | |||
Series B Convertible Preferred Stock | ||||
Conversion of Stock [Line Items] | ||||
Preferred stock — shares outstanding (in shares) | 7,156,991 | |||
Series B Convertible Preferred Stock | Reverse Recapitalization, Converted Shares | ||||
Conversion of Stock [Line Items] | ||||
Common stock — shares outstanding (in shares) | 26,629,736 |
Net Loss per Share - Basic and
Net Loss per Share - Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (65,011) | $ (26,551) |
Denominator: | ||
Weighted average common shares outstanding - Basic (in shares) | 109,055,894 | 102,803,202 |
Dilutive effect of potential common shares (in shares) | 0 | 0 |
Weighted average common shares outstanding - Diluted (in shares) | 109,055,894 | 102,803,202 |
Net loss per share attributable to common stockholders - (basic) (in dollars per share) | $ 0.60 | $ 0.26 |
Net loss per share attributable to common stockholders - (diluted) (in dollars per share) | $ 0.60 | $ 0.26 |
Net Loss per Share - Anti-Dilut
Net Loss per Share - Anti-Dilutive Common Share Equivalents (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents (in shares) | 44,506,507 | 48,192,300 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents (in shares) | 7,833,332 | 256,605 |
Common stock options issued and outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents (in shares) | 29,238,432 | 31,618,135 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents (in shares) | 7,434,743 | 0 |
Conversion of convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents (in shares) | 0 | 16,317,560 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | Aug. 16, 2021USD ($)shares | Nov. 17, 2020shares | Jan. 31, 2021shares | Dec. 31, 2022 | Dec. 31, 2021USD ($)plan$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Jan. 01, 2032 | Aug. 15, 2021USD ($) | Jun. 28, 2021shares | Jan. 01, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of equity incentive plans | plan | 3 | |||||||||
Options granted (in shares) | 0 | |||||||||
Percentage vested | 25.00% | |||||||||
Repurchase of stock options | $ | $ 1,500 | $ 0 | ||||||||
Weighted-average grant date fair value of options granted (in dollars per share) | $ / shares | $ 0 | $ 0.95 | ||||||||
Unrecognized compensation expense for stock option grants | $ | $ 7,637 | |||||||||
2016 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Additional share authorized (in shares) | 1,153,448 | |||||||||
Total shares authorized (in shares) | 33,121,391 | |||||||||
Repurchase of stock options | $ | $ 1,500 | |||||||||
2021 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock reserved for future issuance (in shares) | 15,440,430 | |||||||||
2021 Plan | Forecast | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Annual increase, percentage of outstanding stock maximum | 5.00% | 3.00% | ||||||||
Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation expense, period for recognition | 2 years 1 month 13 days | |||||||||
Options | 2016 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 4 years | |||||||||
Options to be repurchased (in shares) | 542,615 | |||||||||
Value of options authorized to be repurchased | $ | $ 1,500 | |||||||||
Options | 2016 Plan | Share-based Payment Arrangement, Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
Options | 2016 Plan | Share-based Payment Arrangement, Tranche Two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 3 years | |||||||||
Options | 2014 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expiration period | 10 years | |||||||||
Options | 2014 Plan | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 4 years | |||||||||
RSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Awards granted (in shares) | 7,913,760 | |||||||||
Fair value of awards that vested | $ | $ 3,014 | |||||||||
Unrecognized compensation expense, period for recognition | 3 years 5 months 12 days | |||||||||
Unrecognized compensation expense for RSU's | $ | $ 28,059 | |||||||||
RSUs | 2016 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Awards granted (in shares) | 1,741,689 | |||||||||
RSUs | 2016 Plan | Share-based Payment Arrangement, Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
RSUs | 2016 Plan | Share-based Payment Arrangement, Tranche Two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 3 years | |||||||||
RSUs | 2021 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Awards granted (in shares) | 6,172,071 | |||||||||
RSUs | 2021 Plan | Share-based Payment Arrangement, Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
Vesting period | 3 years | |||||||||
Chief Financial Officer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation expense for stock option grants | $ | $ 3,376 | |||||||||
Chief Financial Officer | 2016 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options granted (in shares) | 3,262,744 | |||||||||
Chief Financial Officer | Options | 2016 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
Chief Financial Officer | Options | 2016 Plan | Share-based Payment Arrangement, Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
Chief Financial Officer | Options | 2016 Plan | Share-based Payment Arrangement, Tranche Two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 3 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Outstanding Stock Options | ||
Beginning balance (in shares) | 31,618,135 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (312,037) | |
Forfeited (in shares) | (1,026,950) | |
Expired (in shares) | (498,101) | |
Repurchased (in shares) | (542,615) | |
Ending balance (in shares) | 29,238,432 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 0.48 | |
Granted (in dollars per share) | $ 0 | |
Exercised (in dollars per share) | 0.48 | |
Forfeited (in dollars per share) | 0.65 | |
Expired (in dollars per share) | 0.19 | |
Repurchased (in dollars per share) | 0.17 | |
Ending balance (in dollars per share) | $ 0.48 | |
Stock options additional disclosures | ||
Options outstanding, weighted average contractual life | 7 years 4 months 24 days | 8 years 3 months 18 days |
Options outstanding, aggregate intrinsic value | $ 127,345 | $ 112,548 |
Vested and expected to vest (in shares) | 27,555,673 | |
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ 0.48 | |
Vested and expected to vest, weighted average contractual life | 7 years 3 months 18 days | |
Vested and expected to vest, aggregate intrinsic value | $ 120,250 | |
Vested and exercisable (in shares) | 18,615,254 | |
Vested and exercisable, weighted average exercise price (in dollars per share) | $ 0.41 | |
Vested and exercisable, weighted average contractual life | 6 years 8 months 12 days | |
Vested and exercisable, aggregate intrinsic value | $ 82,475 |
Stock-Based Compensation - RSU
Stock-Based Compensation - RSU Activity (Details) - RSUs | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Shares | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 7,913,760 |
Forfeited (in shares) | shares | (30,413) |
Vested (in shares) | shares | (448,604) |
Ending balance (in shares) | shares | 7,434,743 |
Weighted Average Grant date Fair Value per Share | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 5.91 |
Forfeited (in dollars per share) | $ / shares | 7.60 |
Vested (in dollars per share) | $ / shares | 7.54 |
Ending balance (in dollars per share) | $ / shares | $ 5.80 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 10,018 | $ 1,952 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 2,175 | 702 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 1,381 | 249 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 6,462 | $ 1,001 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted Average Assumptions Used in the Black-Scholes Option-pricing Model for Stock Options (Details) - Options | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 5 years 9 months 18 days |
Risk-free interest rate | 0.40% |
Expected volatility | 45.60% |
Expected dividend yield | 0.00% |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 3,007 | $ 1,579 |
Current deferred revenue balance | 2,287 | |
Revenue recognized for performance obligation satisfied | $ 2,003 | 1,214 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||
Disaggregation of Revenue [Line Items] | ||
Expected timing of satisfaction of performance obligation | 12 months | |
Prototype sales | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 1,004 | $ 365 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 3,007 | $ 1,579 |
Recognized at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 2,991 | 1,515 |
Recognized over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 16 | 64 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 2,215 | 330 |
Germany | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 536 | 25 |
Other European countries | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 111 | 110 |
Asia | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 145 | $ 1,114 |
Revenue - Contract Liabilities
Revenue - Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Contract liabilities, current | $ 2,287 | $ 660 |
Contract liabilities, noncurrent | 631 | |
Total | 2,918 | 660 |
Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | 660 | 950 |
Revenue recognized that was included in the contract liabilities beginning balance | (570) | (450) |
Increase due to invoices issued on performance obligations not yet satisfied during the period | 2,828 | 160 |
Ending balance | $ 2,918 | $ 660 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Provision for income taxes | $ 0 | $ 0 |
Deferred tax liabilities | 0 | 0 |
Valuation allowance | 48,353,000 | 20,376,000 |
Accrued interest and penalties related to uncertain tax positions | 0 | 0 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses available to reduce future taxable income | 156,584,000 | 67,955,000 |
Net operating losses available to reduce future taxable income subject to expiration | 110,000 | |
Net operating losses available to reduce future taxable income not subject to expiration | 114,514,000 | |
Federal | Research and development | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward | 3,373,000 | 2,299,000 |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses available to reduce future taxable income | 104,555,000 | 41,106,000 |
Net operating losses available to reduce future taxable income subject to expiration | 5,041,000 | |
State | Research and development | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward | $ 2,854,000 | $ 2,043,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Rate to Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal tax benefit at statutory rate | 21.00% | 21.00% |
State income taxes, net of federal benefit | 11.80% | 3.50% |
Non-deductible expenses and other | (0.30%) | 0.30% |
Stock-based compensation | (1.10%) | (1.50%) |
Research and development credits | 1.20% | 2.50% |
Transaction cost | 3.90% | 0.00% |
Foreign rate differential | (3.10%) | (4.30%) |
Change in valuation allowance, net | (33.40%) | (21.50%) |
Effective tax rate | 0.00% | 0.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 41,856 | $ 17,011 |
Research and development credit carryforward | 4,545 | 2,810 |
Stock-based compensation | 1,040 | 51 |
Property and equipment | 178 | 40 |
Other accruals | 734 | 464 |
Gross deferred tax assets | 48,353 | 20,376 |
Valuation allowance | (48,353) | (20,376) |
Total deferred tax assets— net | $ 0 | $ 0 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits as of the beginning of the year | $ 1,210 | $ 938 |
Increases (decreases) related to prior year tax provisions | 40 | 14 |
Increase related to current year tax provisions | 431 | 286 |
Unrecognized tax benefits as of the end of the year | $ 1,681 | $ 1,210 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)extension_option | |
Commitments and Contingencies Disclosure [Abstract] | |||
Number of extension options | extension_option | 1 | ||
Lease extension term | 5 years | ||
Leasehold improvement incentives | $ 3,845 | ||
Rental expense | $ 1,876 | $ 1,942 | |
Deferred rent liabilities | $ 3,637 | $ 4,175 |
Commitment and Contingencies _2
Commitment and Contingencies - Future Minimum Lease Payments Under Noncancellable Operating Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 2,393 |
2023 | 2,341 |
2024 | 2,412 |
2025 | 2,484 |
2026 and after | 2,340 |
Total minimum lease payments | $ 11,970 |
Related Parties - Revenue, Acco
Related Parties - Revenue, Accounts Receivable and Contract Liabilities for Investors of the Company (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholder A | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 0 | $ 22 |
Stockholder B | ||
Related Party Transaction [Line Items] | ||
Contract liabilities (current) | 0 | 65 |
Stockholder D | ||
Related Party Transaction [Line Items] | ||
Contract liabilities (current) | 0 | 500 |
Prototype sales | Stockholder A | ||
Related Party Transaction [Line Items] | ||
Revenue | 0 | 60 |
Development contracts | Stockholder B | ||
Related Party Transaction [Line Items] | ||
Revenue | 0 | 100 |
Development contracts | Stockholder C | ||
Related Party Transaction [Line Items] | ||
Revenue | $ 0 | $ 1,050 |
Related Parties - Narrative (De
Related Parties - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Options granted (in shares) | 0 | |
Exercise price of options granted (in dollars per share) | $ 0 | |
RSUs | ||
Related Party Transaction [Line Items] | ||
Awards granted (in shares) | 7,913,760 | |
Sibling of President and CTO | ||
Related Party Transaction [Line Items] | ||
Cash compensation | $ 136 | $ 115 |
Options granted (in shares) | 37,208 | |
Exercise price of options granted (in dollars per share) | $ 0.63 | |
Sibling of President and CTO | RSUs | ||
Related Party Transaction [Line Items] | ||
Awards granted (in shares) | 1,860 |