Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 08, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 333-259554 | |
Entity Registrant Name | AEye, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 37-1827430 | |
Entity Address, Address Line One | One Park Place | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Dublin | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94568 | |
City Area Code | (925) | |
Local Phone Number | 400-4366 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 161,058,732 | |
Amendment Flag | false | |
Entity Central Index Key | 0001818644 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Common Stock | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | LIDR | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one share of common stock | |
Trading Symbol | LIDRW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 58,490 | $ 14,183 |
Marketable securities | 53,699 | 149,824 |
Accounts receivable, net | 624 | 4,222 |
Inventories, net | 4,024 | 4,085 |
Prepaid and other current assets | 5,496 | 5,051 |
Total current assets | 122,333 | 177,365 |
Right-of-use assets | 15,847 | |
Property and equipment, net | 7,621 | 5,129 |
Restricted cash | 2,150 | 2,150 |
Other noncurrent assets | 2,739 | 1,509 |
Total assets | 150,690 | 186,153 |
CURRENT LIABILITIES: | ||
Accounts payable | 1,175 | 2,542 |
Accrued expenses and other current liabilities | 9,888 | 8,739 |
Contract liabilities | 1,518 | 2,287 |
Convertible notes | 9,512 | 0 |
Total current liabilities | 22,093 | 13,568 |
Operating lease liabilities, noncurrent | 17,058 | |
Deferred rent, noncurrent | 3,032 | |
Other noncurrent liabilities | 518 | 786 |
Total liabilities | 39,669 | 17,386 |
COMMITMENTS AND CONTINGENCIES (Note 19) | ||
STOCKHOLDERS’ EQUITY: | ||
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; 160,837,846 and 155,137,237 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 16 | 16 |
Additional paid-in capital | 339,408 | 320,937 |
Accumulated other comprehensive loss | (1,636) | (391) |
Accumulated deficit | (226,767) | (151,795) |
Total stockholders’ equity | 111,021 | 168,767 |
Total liabilities and stockholders’ equity | $ 150,690 | $ 186,153 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Aug. 16, 2021 | Aug. 15, 2021 |
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 | 0 | 16,383,725 | |
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) | 160,837,846 | 155,137,237 | ||
Common stock — shares outstanding (in shares) | 160,837,846 | 155,137,237 | 154,404,302 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
REVENUE: | ||||
Total revenues | $ 767 | $ 127 | $ 2,555 | $ 1,203 |
Cost of revenue | 2,708 | 466 | 5,617 | 1,537 |
Gross loss | (1,941) | (339) | (3,062) | (334) |
OPERATING EXPENSES: | ||||
Research and development | 8,971 | 7,468 | 28,309 | 19,030 |
Sales and marketing | 4,466 | 2,991 | 14,405 | 6,489 |
General and administrative | 7,896 | 6,086 | 29,053 | 13,846 |
Total operating expenses | 21,333 | 16,545 | 71,767 | 39,365 |
LOSS FROM OPERATIONS | (23,274) | (16,884) | (74,829) | (39,699) |
OTHER INCOME (EXPENSE): | ||||
Change in fair value of embedded derivative liability and warrant liabilities | 16 | 341 | 125 | 222 |
Gain on PPP loan forgiveness | 0 | 0 | 0 | 2,297 |
Interest income and other | 335 | 69 | 1,109 | 74 |
Interest expense and other | (688) | (919) | (1,338) | (2,871) |
Total other income (expense), net | (337) | (509) | (104) | (278) |
Provision for income tax expense | 13 | 0 | 39 | 0 |
Net loss | $ (23,624) | $ (17,393) | $ (74,972) | $ (39,977) |
PER SHARE DATA | ||||
Net loss per common share (basic) (in dollars per share) | $ (0.15) | $ (0.15) | $ (0.48) | $ (0.39) |
Net loss per common share (diluted) (in dollars per share) | $ (0.15) | $ (0.15) | $ (0.48) | $ (0.39) |
Weighted average common shares outstanding (basic) (in shares) | 159,312,203 | 114,891,595 | 156,702,000 | 102,953,263 |
Weighted average common shares outstanding (diluted) (in shares) | 159,312,203 | 114,891,595 | 156,702,000 | 102,953,263 |
COMPREHENSIVE LOSS: | ||||
Net loss | $ (23,624) | $ (17,393) | $ (74,972) | $ (39,977) |
Change in net unrealized loss on available-for-sale securities, net of tax | (84) | (42) | (1,322) | (42) |
Net losses reclassified into income during the period, net of tax | 77 | 0 | 77 | 0 |
Comprehensive loss | (23,631) | (17,435) | (76,217) | (40,019) |
Prototype sales | ||||
REVENUE: | ||||
Total revenues | 652 | 127 | 1,182 | 588 |
Development contracts | ||||
REVENUE: | ||||
Total revenues | $ 115 | $ 0 | $ 1,373 | $ 615 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | As previously reported | Retroactive application of recapitalization (Note 2) | Preferred Stock | Preferred Stock As previously reported | Preferred Stock Retroactive application of recapitalization (Note 2) | Common Stock | Common Stock As previously reported | Common Stock Retroactive application of recapitalization (Note 2) | Additional Paid-in Capital | Additional Paid-in Capital As previously reported | Additional Paid-in Capital Retroactive application of recapitalization (Note 2) | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss As previously reported | Accumulated Other Comprehensive Loss Retroactive application of recapitalization (Note 2) | Accumulated Deficit | Accumulated Deficit As previously reported | Accumulated Deficit Retroactive application of recapitalization (Note 2) |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 16,383,725 | (16,383,725) | |||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 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 | 1,610 | 1,610 | ||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 171,724 | |||||||||||||||||
Issuance of common stock upon exercise of stock options | 85 | 85 | ||||||||||||||||
Repurchase of common stock (in shares) | 0 | |||||||||||||||||
Net loss | (11,509) | (11,509) | ||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 101,458,369 | |||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | |||||||||||||||||
Ending balance at Mar. 31, 2021 | (28,039) | $ 0 | $ 10 | 70,244 | 0 | (98,293) | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 16,383,725 | (16,383,725) | |||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 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] | ||||||||||||||||||
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 | |||||||||||||||||
Ending balance (in shares) at Aug. 15, 2021 | 16,383,725 | |||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 16,383,725 | (16,383,725) | |||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 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] | ||||||||||||||||||
Change in net unrealized loss on available-for-sale securities, net of tax | (42) | |||||||||||||||||
Net loss | (39,977) | |||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 154,565,671 | |||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | |||||||||||||||||
Ending balance at Sep. 30, 2021 | 189,530 | $ 0 | $ 15 | 316,318 | (42) | (126,761) | ||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 0 | |||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 101,458,369 | |||||||||||||||||
Beginning balance at Mar. 31, 2021 | (28,039) | $ 0 | $ 10 | 70,244 | 0 | (98,293) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Stock-based compensation | 2,620 | 2,620 | ||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 8,478 | |||||||||||||||||
Issuance of common stock upon exercise of stock options | 4 | 4 | ||||||||||||||||
Net loss | (11,075) | (11,075) | ||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 101,466,847 | |||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | |||||||||||||||||
Ending balance at Jun. 30, 2021 | (36,490) | $ 0 | $ 10 | 72,868 | 0 | (109,368) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Stock-based compensation | 2,282 | 2,282 | ||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 23,917 | |||||||||||||||||
Issuance of common stock upon exercise of stock options | 11 | 11 | ||||||||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 197,759 | |||||||||||||||||
Taxes related to net share settlement of equity awards (in shares) | (37,561) | |||||||||||||||||
Taxes related to net share settlement of equity awards | (325) | (325) | ||||||||||||||||
Change in net unrealized loss on available-for-sale securities, net of tax | (42) | (42) | ||||||||||||||||
Issuance of common stock in lieu of cash retainer (in shares) | 1,171 | |||||||||||||||||
Issuance of common stock in lieu of cash retainer | 10 | 10 | ||||||||||||||||
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 | |||||||||||||||
Offering cost in connection with 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) | ||||||||||||||||
Repurchase of stock options | (1,500) | (1,500) | ||||||||||||||||
Net loss | (17,393) | (17,393) | ||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 154,565,671 | |||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | |||||||||||||||||
Ending balance at Sep. 30, 2021 | $ 189,530 | $ 0 | $ 15 | 316,318 | (42) | (126,761) | ||||||||||||
Beginning balance (in shares) at Aug. 15, 2021 | 16,383,725 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Conversion of convertible notes and accrued interest into Class A common stock (in shares) | 20,778,097 | |||||||||||||||||
Ending balance (in shares) at Aug. 16, 2021 | 154,404,302 | |||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | ||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 155,137,237 | 155,137,237 | ||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 168,767 | $ 0 | $ 16 | 320,937 | (391) | (151,795) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Stock-based compensation | 5,340 | 5,340 | ||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 656,303 | |||||||||||||||||
Issuance of common stock upon exercise of stock options | 222 | 222 | ||||||||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 856,917 | |||||||||||||||||
Taxes related to net share settlement of equity awards (in shares) | (285,533) | |||||||||||||||||
Taxes related to net share settlement of equity awards | (1,149) | (1,149) | ||||||||||||||||
Change in net unrealized loss on available-for-sale securities, net of tax | (1,056) | (1,056) | ||||||||||||||||
Net loss | (24,881) | (24,881) | ||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 156,364,924 | |||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | |||||||||||||||||
Ending balance at Mar. 31, 2022 | $ 147,243 | $ 0 | $ 16 | 325,350 | (1,447) | (176,676) | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | ||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 155,137,237 | 155,137,237 | ||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 168,767 | $ 0 | $ 16 | 320,937 | (391) | (151,795) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 2,776,029 | |||||||||||||||||
Change in net unrealized loss on available-for-sale securities, net of tax | $ (1,322) | |||||||||||||||||
Net loss | $ (74,972) | |||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 160,837,846 | 160,837,846 | ||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | 0 | ||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 111,021 | $ 0 | $ 16 | 339,408 | (1,636) | (226,767) | ||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 0 | |||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 156,364,924 | |||||||||||||||||
Beginning balance at Mar. 31, 2022 | 147,243 | $ 0 | $ 16 | 325,350 | (1,447) | (176,676) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Stock-based compensation | 6,557 | 6,557 | ||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,105,298 | |||||||||||||||||
Issuance of common stock upon exercise of stock options | 446 | 446 | ||||||||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 883,318 | |||||||||||||||||
Taxes related to net share settlement of equity awards (in shares) | (312,920) | |||||||||||||||||
Taxes related to net share settlement of equity awards | (1,431) | (1,431) | ||||||||||||||||
Issuance of common stock under Common Stock Purchase Agreement (in shares) | 435,000 | |||||||||||||||||
Issuance of common stock under the Common Stock Purchase Agreement | 1,422 | 1,422 | ||||||||||||||||
Issuance of stock upon exercise of public warrants (in shares) | 10 | |||||||||||||||||
Change in net unrealized loss on available-for-sale securities, net of tax | (182) | (182) | ||||||||||||||||
Net loss | (26,467) | (26,467) | ||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 158,475,630 | |||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | |||||||||||||||||
Ending balance at Jun. 30, 2022 | 127,588 | $ 0 | $ 16 | 332,344 | (1,629) | (203,143) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Stock-based compensation | 6,106 | 6,106 | ||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,014,428 | |||||||||||||||||
Issuance of common stock upon exercise of stock options | 364 | 364 | ||||||||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 976,852 | |||||||||||||||||
Taxes related to net share settlement of equity awards (in shares) | (339,064) | |||||||||||||||||
Taxes related to net share settlement of equity awards | (846) | (846) | ||||||||||||||||
Issuance of common stock under Common Stock Purchase Agreement (in shares) | 710,000 | |||||||||||||||||
Issuance of common stock under the Common Stock Purchase Agreement | 1,469 | 1,469 | ||||||||||||||||
Change in net unrealized loss on available-for-sale securities, net of tax | (84) | |||||||||||||||||
Transaction costs related to Common Stock Purchase Agreement | (29) | (29) | ||||||||||||||||
Other comprehensive loss, net of tax | (7) | (7) | ||||||||||||||||
Net loss | $ (23,624) | (23,624) | ||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 160,837,846 | 160,837,846 | ||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | 0 | ||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 111,021 | $ 0 | $ 16 | $ 339,408 | $ (1,636) | $ (226,767) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (74,972) | $ (39,977) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 794 | 769 |
Noncash lease expense relating to operating lease right-of-use assets | 993 | |
Inventory write-downs, net of scrapped inventory | 576 | 0 |
Change in fair value of embedded derivative liability and warrant liabilities | (125) | (222) |
Noncash gain on PPP loan forgiveness | 0 | (2,297) |
Stock-based compensation | 18,003 | 6,522 |
Amortization of debt issuance costs | 0 | 725 |
Amortization of debt discount | 0 | 752 |
Amortization of premiums on marketable securities, net of accretion of discounts | 77 | 0 |
Amortization of premiums on marketable securities, net of change in accrued interest | 1,211 | 47 |
Other | 0 | 286 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 3,598 | 9 |
Inventories, current and noncurrent, net | (2,256) | (2,197) |
Prepaid and other current assets | (445) | (5,305) |
Other noncurrent assets | 420 | (142) |
Accounts payable | (1,236) | 840 |
Accrued expenses and other current liabilities | 220 | 1,417 |
Operating lease liabilities | (983) | 0 |
Deferred rent | (400) | |
Contract liabilities | (1,400) | (415) |
Net cash used in operating activities | (55,525) | (39,588) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (3,402) | (713) |
Purchase of available-for-sale securities | 0 | (129,999) |
Proceeds from redemptions and maturities of marketable securities | 93,592 | 0 |
Net cash provided by (used in) operating activities | 90,190 | (130,712) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 1,032 | 100 |
Proceeds from Business Combination and PIPE financing | 0 | 256,811 |
Transaction costs related to Business Combination and PIPE financing | 0 | (50,985) |
Proceeds from the issuance of convertible notes | 10,000 | 8,045 |
Proceeds from bank loan | 0 | 10,000 |
Principal payments on bank loans | 0 | (13,333) |
Payment of debt issuance costs | 0 | (717) |
Repurchase of stock options | 0 | (1,500) |
Taxes paid related to the net share settlement of equity awards | (4,252) | 0 |
Proceeds from issuance of common stock under the Common Stock Purchase Agreement | 2,891 | 0 |
Stock issuance costs related to the Common Stock Purchase Agreement | (29) | 0 |
Net cash provided by financing activities | 9,642 | 208,421 |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 44,307 | 38,121 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period | 16,333 | 16,497 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Ending | 60,640 | 54,618 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 20 | 0 |
Cash paid for interest | 0 | 358 |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Purchases of property and equipment included in accounts payable and accrued liabilities | 154 | 26 |
Taxes related to net share settlement of equity awards included in accrued liabilities | 9 | 325 |
Operating lease right-of-use assets obtained in exchange for lease obligations upon adoption of ASC 842 | 556 | |
Financings costs included in accounts payable and accrued liabilities | 0 | 1,387 |
Conversion of Series A and Series B preferred stock into Class A common stock | 0 | 62,639 |
Conversion of Convertible notes and accrued interest into Class A common stock | 0 | 39,095 |
Assumption of the private placement warrant liability in connection with Business Combination | 0 | 268 |
Transaction costs paid in 2020, previously recorded to other non-current assets and reclassified to additional paid-in capital in 2021 | 0 | 289 |
Issuance of Class A common stock in lieu of cash retainer | 0 | $ 10 |
Cumulative Effect, Period of Adoption, Adjustment | ||
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Operating lease right-of-use assets obtained in exchange for lease obligations upon adoption of ASC 842 | $ 16,284 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | 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 Intelligent Sensing Platform combines solid-state active lidar, an optionally fused low-light HD camera, and integrated deterministic artificial intelligence to capture more intelligent information with less data, enabling faster, more accurate, and more reliable perception of the surroundings. 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. Unaudited Condensed Consolidated Financial Statements The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and include all adjustments necessary to the fair presentation of the Company’s condensed consolidated financial position, results of operations, and cash flows for the period presented under the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial reporting. The accompanying interim unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP along with instructions to Form 10-Q and Article 10 of SEC Regulation S-X. 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 September 30, 2022, the Company’s existing sources of liquidity included cash, cash equivalents, and marketable securities of $112,189. The Company has incurred losses and negative cash flows from operations. As 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 the next 12 months. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. Specifically, Amortization of issuance costs is now presented as amortization of debt issuance costs on the consolidated statements of cash flows. Transaction costs related to Business Combination and PIPE Financing paid prior to close is now presented within Transaction costs related to Business Combination and PIPE Financing on the consolidated statements of cash flows. Advances to suppliers has been broken out from Other within Footnote 6, Prepaid and other current assets. Realized losses on sale of investments within Footnote 13, Interest Expense and other is now presented as Amortization of premiums on marketable securities, net of accretion of discounts. 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 growth companies, but any such election to opt out is irrevocable. The Company has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. This may make it difficult or impossible to compare the Company’s financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used. 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, convertible notes, embedded derivative and warrant liabilities, fair value of common stock, and stock-based compensation. Segment Reporting The Company manages its 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 the Company's Chief Executive Officer (“CEO”). The CEO decides how to allocate resources and assesses the Company’s performance based upon consolidated financial information. All of the Company's sales were made to customers (in USD) located in the U.S., Europe, and Asia through AEye, Inc. Of the $7,621 of net property and equipment as of September 30, 2022, $7,531 is located in the U.S., $66 is located in Europe, and $24 is in Asia. 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 September 30, 2022, AEye had three customers, each accounting for 10% or more of AR, and four vendors, each accounting for 10% or more of 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. During the nine months ended September 30, 2022 and 2021, the Company did not have any write-offs, and at September 30, 2022 and 2021, did not record an allowance for doubtful accounts as all accounts receivable amounts were expected to be collected. For the three and nine months ended September 30, 2022 and 2021, revenue from the Company’s major customers representing 10% or more of total revenue was as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Customer A 9 % * 49 % 11 % Customer B 56 % * 18 % * Customer C 29 % * * * Customer D * * 14 % * Customer E * * * 42 % Customer F * 35 % * 20 % Customer G * 16 % * * Customer H * 21 % * * Customer I * 16 % * * Customer J * 13 % * * *Customer accounted for less than 10% of total revenue in the period. Significant Accounting Policies The Company's significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2021. Other than the accounting policies discussed below, there have been no material changes to the Company's significant accounting policies during the nine months ended September 30, 2022. Leases The Company determines if an arrangement is or contains a lease at inception. The Company evaluates the classification of leases at commencement, and, as necessary, at modification. Operating leases, consisting of office leases, are included in Right-of-use ("ROU") assets, Accrued expenses and other current liabilities comprehensive loss. The Company elected to exclude from its balance sheets recognition of leases having a term of 12 months or less (short-term leases) and elected to not separate lease components and non-lease components for its long-term real estate leases. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance. The warrants assumed in connection with the 2022 convertible note are accounted for in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the condensed consolidated statements of operations. Convertible Notes The Company elected to early adopt Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The Company has elected to apply the fair value option to the 2022 convertible note on the date that the Company first recognized the convertible note on September 15, 2022. The Company acknowledges that its election to apply the fair value option is irrevocable. The Company recognized costs incurred upon issuance of the 2022 convertible note as an expense in its consolidated income statement for the nine months ended September 30, 2022. The 2022 convertible note will be classified and presented as a current liability on the Consolidated Balance Sheet as of September 30, 2022. Changes in fair value will be recorded in the condensed consolidated statements of operations and changes in fair value related to credit risk will be recorded in other comprehensive loss. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board, ("FASB"), issued Accounting Standards Update ("ASU") 2016-13, Measurement of Credit Losses on Financial Instruments , which has subsequently been amended by ASU No. 2018-19, ASU No. 2019-04, ASU No. 2019-05, ASU No. 2019-10, and ASU No. 2019-11. The objective of the guidance in ASU 2016-13 is to allow entities to recognize estimated credit losses in the period that the change in valuation occurs. ASU 2016-13 requires an entity to present financial assets measured on an amortized cost basis on the balance sheet net of an allowance for credit losses. Available-for-sale and held to maturity debt securities are also required to be held net of an allowance for credit losses. For public business entities, this standard is effective for fiscal years beginning after December 15, 2019. For smaller reporting companies, the standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this standard will have on its consolidated financial statements and related disclosures and will adopt the guidance on January 1, 2023, as permitted for smaller reporting companies. Recently Adopted Accounting Guidance In February 2016, the FASB established Topic 842, Leases , by issuing ASU No. 2016-02. FASB Accounting Standards Codification ("ASC") Topic 842, Leases (“ASC 842”) supersedes the previous accounting guidance for leases included within ASC 840. The new guidance generally requires an entity to recognize operating and financing lease liabilities and corresponding right-of-use assets on its balance sheet, as well as recognize the associated lease expenses on its statements of operations in a manner similar to that required under current accounting rules. The guidance requires a modified retrospective transition approach with application in all comparative periods presented (the “Comparative Method”), or alternatively, as of the effective date as the date of initial application without restating comparative period financial statements (the “Effective Date Method”). The Company adopted this new standard on January 1, 2022 using the Effective Date Method. Upon adoption, the Company recorded net ROU assets and lease liabilities of $16,284 and $19,921, respectively, and a reversal of deferred rent of $3,032; there were no cumulative effect adjustments as of January 1, 2022. The standard did not have a material effect on the Company's consolidated statements of operations and comprehensive loss and the consolidated statement of cash flows. The Company elected the transition practical expedient package, which among other things, allows the carryforward of historical lease classifications. The Company will continue to apply ASC Topic 840, Leases , prior to January 1, 2022, including Topic 840 disclosure requirements, in the comparative periods presented. The Company did not elect to apply the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment of right-of-use assets. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This standard simplifies the accounting for income taxes by, among other things, eliminating certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2021. The Company adopted ASU 2019-12 as of January 1, 2022, and the Company's adoption did not have a material impact on the consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023 for smaller reporting companies, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company adopted this standard using the modified retrospective method, effective January 1, 2022, and the Company's adoption did not have a material impact on the consolidated financial statements. |
Recapitalization
Recapitalization | 9 Months Ended |
Sep. 30, 2022 | |
Reverse Recapitalization [Abstract] | |
Recapitalization | 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 (“ASC 805”). This determination is primarily based on AEye Technologies’ stockholders comprising a majority of the voting power of the Combined Entity, and having the ability to nominate the majority of the governing body of the Combined Entity, AEye Technologies’ senior management comprising the senior management of the Combined Entity, and AEye Technologies’ operations comprising the ongoing operations of the Combined Entity. Accordingly, for accounting purposes, the financial statements of the Combined Entity represented a continuation of the financial statements of AEye Technologies and the Business Combination was treated as the equivalent of AEye Technologies issuing stock for the net assets of CF III, accompanied by a recapitalization. The net assets of CF III are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of AEye Technologies in future reports of the Combined Entity. Loss per share and stockholders’ equity (deficit), prior to the Business Combination, have been retroactively converted into 3.7208 shares (the “Exchange Ratio”). 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 12). 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 ratio. The consolidated financial statements are accounted for with a retrospective application of the Business Combination that results in 16,383,725 shares of redeemable convertible preferred stock converting into common stock of the Company. Upon the closing of the Business Combination, each share of AEye Technologies common stock issued and outstanding was canceled and converted into the right to receive 3.7208 shares of CF III’s common stock (the “Per Share Merger Consideration”). Immediately prior to the closing of the Business Combination, the Board approved the net exercise of common stock warrants and Series A preferred warrants which provides for the cashless exercise of 61,612 common stock warrants into 57,770 shares of AEye Technologies common stock and 7,353 Series A preferred warrants into 6,949 shares of AEye Technologies common stock at the Transaction Price of 37.21 per share. Upon the Closing, the combined 64,719 shares were cancelled and exchanged for 240,806 shares of the Company’s Class A common stock, after giving effect to the Exchange Ratio. 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 has initiated litigation to enforce the terms of that investor's PIPE Subscription Agreement. 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, an d will expir e 5 years af ter the completion of the Business Combination or earlier upon redemption or liquidation. The Public Warrants are classified as equity and valued based on the instrument’s publicly listed trading price. The Private Placement Warrants are classified as liabilities and measured at fair value, with changes in fair value each period reported in the consolidated statements of operations and comprehensive loss. The Company uses the Public Warrants listed trading price to value the Private Placement Warrants each reporting period. 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 capital as a reduction of proceeds upon the closing of the Business Combination. Transaction costs that were not directly related to the Business Combination of approximately $2,198 were expensed. 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 Exchange Ratio Balance at December 31, 2019 11,283,838 41,984,908 Recapitalization applied to 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 | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 (“ASC 820”). ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy of ASC 820 requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels: Level 1 —Observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 —Observable inputs, other than Level 1 inputs, which are observable either directly or indirectly or can be corroborated by observable market data using quoted prices for similar assets or liabilities. Level 3 —Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company's financial instruments that are not re-measured at fair value include accounts receivable, prepaid and other current assets, accounts payable, accrued expenses and other current liabilities, 2020 convertible notes, and long-term debt. The carrying values of these financial instruments approximate their fair values. 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 Measured as of September 30, 2022 Using: Adjusted Cost Unrealized losses Fair Value Cash and Cash Equivalent Marketable Securities Assets Level 1 Money market funds $ 47,850 $ — $ 47,850 $ 47,850 $ — Level 2 Asset-backed securities $ 3,509 $ (140) $ 3,369 $ — $ 3,369 Corporate bonds 21,867 (410) 21,457 — 21,457 U.S. Government securities 29,959 (1,086) 28,873 — 28,873 Total financial assets $ 103,185 $ (1,636) $ 101,549 $ 47,850 $ 53,699 Liabilities Level 2 Private placement warrant liability $ — $ — $ 30 $ — $ — Level 3 Convertible notes $ — $ — $ 9,512 $ — $ — Derivative warrant liability — — 488 — — Total financial liabilities $ — $ — $ 10,030 $ — $ — Fair Value Measured as of December 31, 2021 Using: Adjusted Cost Unrealized losses Fair Value Cash and Cash Equivalent Marketable Securities 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 $ — $ — As of September 30, 2022 and December 31, 2021, the Company’s financial assets and liabilities subject to fair value procedures were comprised of the following: Money Market Funds: The Company holds financial assets consisting of money market funds. These securities are valued using observable inputs, such as quoted prices in active markets for identical assets or liabilities. Marketable Securities : The Company holds financial assets consisting of fixed-income U.S. government agency securities, corporate bonds, commercial paper and asset-backed securities. The securities are valued using prices from independent pricing services based on quoted prices of identical instruments in less active or inactive markets. Additionally, quoted prices of similar instruments in active market or industry models using data inputs such as interest rates and prices that can be directly observed or corroborated in active markets are used to value marketable securities. 2022 Convertible Note : On September 15, 2022, the Company entered into a convertible note agreement with a face value of $10,500,000 (the "2022 Note"). The Company elected the fair value option to account for the 2022 Note. The fair value estimate of the 2022 Note was based on a binomial lattice model, which represents Level 3 measurements. Significant assumptions include the discount rate used in the model. Changes in fair value are recognized in other income (expense) for each reporting period. Refer to Note 12 for details of the terms and conditions of the 2022 Note. Derivative Warrant Liability : The Company’s derivative warrant liability includes the warrants that were issued by the Company as part of the 2022 Note. The warrants are recorded on the consolidated balance sheets at fair value. The fair value is based on unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. The fair value estimate of the warrants was based on a Monte-Carlo simulation model. Inherent in a Monte-Carlo simulation model are assumptions related to price, volatility, risk-free interest rate, term to expiration, and dividend yield. The price is based on the publicly traded price of our Common Stock as of the measurement date. The Company estimated the volatility for the warrants based on the historical and implied volatilities of the Company's publicly traded warrants under the symbol "LIDRW." The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the warrants. The term to expiration was calculated as the contractual term of the warrants of 4 years. Finally, the Company does not anticipate paying a dividend. Any changes in these assumptions can change the valuation significantly. Changes in fair value are recognized in other income (expense) for each reporting period. Derivative Warrant Liability is included within other noncurrent liabilities on the consolidated balance sheets. Private Placement Warrant Liability : As of September 30, 2022, Level 2 fair value measurements were used for Private Placement Warrant liabilities. Any changes in the fair value of the liability are reflected in Change in fair value of embedded derivative liability and warrant liabilities on the consolidated statements of operations and comprehensive loss. Private Placement Warrant liability is included within other noncurrent liabilities on the consolidated balance sheets. For the nine months ended September 30, 2022 and year ended December 31, 2021, there were no transfers between Level 1 and Level 2 inputs. There following table presents a summary of the changes in fair value of the Company's Level 3 financial instruments for the nine months ended September 30, 2022: 2022 Convertible Note Derivative Warrant Liability Total Balance at December 31, 2021 $ — $ — $ — Additions 9,512 488 10,000 Change in fair value included in other income (expense) — — — Balance at September 30, 2022 $ 9,512 $ 488 $ 10,000 |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, and Restricted Cash | CASH, CASH EQUIVALENTS, AND RESTRICTED CASH Cash, cash equivalents (which consists entirely of money market funds), and restricted cash as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 December 31, 2021 (unaudited) Cash and cash equivalents $ 58,490 $ 14,183 Restricted cash 2,150 2,150 Total cash, cash equivalents, and restricted cash $ 60,640 $ 16,333 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventory, net of write-downs, as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 December 31, 2021 (unaudited) Raw materials $ 2,138 $ 1,544 Work in-process 1,825 2,447 Finished goods 61 94 Total inventory, net $ 4,024 $ 4,085 The Company also had $1,650 and $0 of non-current inventory (raw materials) classified within Other noncurrent assets on the condensed consolidated balance sheet as of September 30, 2022 and December 31, 2021, respectively. The Company's inventory as of September 30, 2022 and December 31, 2021 was written down by $1,002 and $1,122, respectively, in order to reduce inventory to the lower of cost or to its net realizable value. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Current Assets | PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 December 31, 2021 (unaudited) Prepaid expenses $ 4,404 $ 3,980 Advances to suppliers 561 745 Demonstration units 319 224 Other 212 102 Total prepaid and other current assets $ 5,496 $ 5,051 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | LEASESThe Company primarily leases office facilities in Northern California under noncancelable operating leases expiring at various dates through November 2026. Some of the Company's leases include options to renew, with renewal terms that, if exercised by the Company, extend the lease term from two The components of operating lease expenses for the three and nine months ended September 30, 2022 are as follows (in thousands): Three months ended Nine months ended September 30, 2022 September 30, 2022 (Unaudited) (Unaudited) Operating lease cost $ 602 $ 1,780 Variable lease cost 62 171 Total operating lease cost $ 664 $ 1,951 Supplemental cash flow information for the nine months ended September 30, 2022 were as follows (in thousands): September 30, 2022 (Unaudited) Cash paid for operating leases included in operating cash flows $ (983) Supplemental balance sheet information related to operating leases was as follows (in thousands): As of September 30, 2022 (Unaudited) Operating lease right-of-use assets $ 15,847 Operating lease liabilities: Operating lease liabilities, current $ 2,436 Operating lease liabilities, non-current 17,058 Total operating lease liabilities $ 19,494 As of September 30, 2022 (Unaudited) Weighted average remaining lease term (in years) 9.26 Weighted average discount rate 5.35 % Maturities of lease liabilities were as follows (in thousands): Operating leases Years ended: (Unaudited) 2022 (remaining three months) $ 616 2023 2,516 2024 2,570 2025 2,583 2026 2,660 Thereafter 13,817 Total lease payments 24,762 Less amount to discount to present value (5,268) Present value of lease liabilities $ 19,494 Disclosures under ASC 840, Leases The Company recognizes rent expense on a straight-line basis over the lease period. Rent expense is principally for leased office space and was $1,421 within operating expenses in the consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2021. Deferred rent liabilities, including unamortized leasehold improvement incentives was $3,776 as of September 30, 2021 within the consolidated balance sheet. Future minimum payments as of September 30, 2021 under the noncancellable operating leases are as follows (in thousands): Operating leases (Unaudited) Years ended: 2021 (remaining three months) $ 575 2022 2,330 2023 2,342 2024 2,412 2025 and after 4,824 Total minimum lease payments $ 12,483 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | PROPERTY AND EQUIPMENT, NET Property and equipment, net as of September 30, 2022 and December 31, 2021 consists of the following (in thousands): September 30, 2022 December 31, 2021 (unaudited) Machinery and equipment $ 2,680 $ 1,444 Computers, software and related equipment 534 268 Office furniture and equipment 672 341 Vehicles 702 342 Leasehold improvements 4,824 4,725 Construction in progress 1,207 213 Total property and equipment 10,619 7,333 Less accumulated depreciation and amortization (2,998) (2,204) Property and equipment, net $ 7,621 $ 5,129 |
Other Noncurrent Assets
Other Noncurrent Assets | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Noncurrent Assets | OTHER NONCURRENT ASSETS Other noncurrent assets as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 December 31, 2021 (unaudited) Non-current inventory $ 1,650 $ — Long-term prepaid expenses 856 1,376 Security deposits 233 133 Total other noncurrent assets $ 2,739 $ 1,509 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 December 31, 2021 (unaudited) Accrued purchases and other $ 4,335 $ 1,947 Operating lease liabilities - current 2,436 — Accrued bonuses 1,102 3,408 Accrued payroll 1,084 957 Warranty reserve 465 275 Accrued payroll taxes 447 1,547 Income tax payable 19 — Deferred rent - current — 605 Accrued expenses and other current liabilities $ 9,888 $ 8,739 |
Borrowings
Borrowings | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Borrowings | BORROWINGS Silicon Valley Bank Financing Facility On April 26, 2021, the Company entered into a loan and security agreement (the “Loan Agreement”) with an affiliate of Silicon Valley Bank (“SVB” or the “Lender”) in connection with the non-binding term sheet for a financing facility of up to $10,000 entered into on March 18, 2021. Under the Loan Agreement, the Lender was obligated to make a term loan advance to the Company of $4,000. Subject to the terms and conditions of the Loan Agreement, and upon the Company’s request, the Lender was obligated to make one term loan advance to the Company of $6,000. The interest rate on the term loan advance is calculated at 8% per annum and payable monthly, in arrears. Upon entering the Loan Agreement, $4,000 was drawn. On May 13, 2021, an additional $6,000 was drawn. The balance of $10,540 for the financing facility, including interest, was repaid on August 20, 2021. 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. 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 Coronavirus Aid, Relief, and Economic Security ("CARES") Act. As of September 30, 2022 and December 31, 2021, there were no borrowings outstanding. 2020 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 of October 31, 2021. In connection with the Business Combination on August 16, 2021, all outstanding principal of $38,045 and unpaid accrued interest on 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, on each of September 30, 2022 and December 31, 2021, the convertible notes balance was $0. 2022 Convertible Note On September 14, 2022, the Company entered into a Securities Purchase Agreement with an investor allowing for the sale and issue of two convertible notes, each with a principal balance of $10,500 and cash proceeds of $10,000, for a total of $20,000 in proceeds between the two issuances (each, a "Note Closing"). The first Note Closing ("First Closing") occurred on September 15, 2022, and the Company entered into a Senior Unsecured Convertible Note with the investor pursuant to which the Company issued to the investor one convertible note ("2022 Note") with a principal balance of $10,500 for cash proceeds of $10,000. As part of the First Closing, the Company also issued warrants to the investor - see Note 14 for further details. The second Note Closing ("Second Closing") may occur, at the Company's option, no earlier than the ninetieth (90th) calendar day after the First Closing, provided that the Company meets certain equity conditions. Additional warrants would be issued to the investor upon the Second Closing. The 2022 Note bears interest at an annual rate of 5.0%, in addition to an original issue discount of 4.76%, and has a maturity date of March 15, 2024 ("Maturity Date"). The interest may be settled in cash or shares at the option of the Company and is payable together with monthly redemptions of the outstanding principal amount of the Note. Beginning December 15, 2022, and the first of each subsequent month (each a "Monthly Redemption Date" or an "Installment Date"), the Company shall redeem the Monthly Redemption Amount until the 2022 Note is fully redeemed, payable in cash or, so long as certain equity conditions are met, shares of Common Stock at the option of the Company. The equity conditions that must be met in order for the Company to settle the Monthly Redemption Amount in shares include requirements for the daily volume weighted average price of the Company's Common Stock to exceed $0.33 and the average daily trading volume of the Company's Common Stock to exceed $500,000 for the twenty (20) trading days prior to the applicable Installment Notice Date (which is the sixth (6 th ) trading day prior to each Installment Date). The Monthly Redemption Amount, in most instances, will be 1/15 th of the original principal amount, plus any amount accelerated pursuant to the 2022 Note, accrued but unpaid interest, and late fees, if any. If the Company elects to settle such redemptions in shares of Common Stock, the number of shares to be settled shall be based on a conversion price equal to the lower of (i) $2.50 or (ii) 95% of the lowest daily volume weighted average price of the Common Stock during the five (5) trading days immediately preceding the applicable Monthly Redemption Date. If the Company elects to settle redemptions in cash, the Monthly Redemption Amount shall include a 5% premium. The investor is permitted to accelerate up to four (4) Monthly Redemption Amounts in any calendar month. The 2022 Note may also be converted at the option of the investor, in whole or in part, into shares of Common Stock at any time and from time to time. If, at any time while the 2022 Note is outstanding, the Company carries out one or more capital raises in excess of $5,000,000 in gross proceeds each, the investor shall have the right to require the Company to first use up to 30% of the gross proceeds of each capital raise to redeem all or a portion of the 2022 Note for an amount in cash (such amount, the "Mandatory Redemption Amount") equal to the sum of (a) 1.05 multiplied by the sum of the principal amount subject to the Mandatory Redemption and accrued but unpaid interest and (b) 1.00 multiplied by the sum of the Make-Whole amount, if any, and any other amounts, if any, then owing to the investor in respect of the 2022 Note (a "Mandatory Redemption"). The Make-Whole amount is defined as an amount equal to the additional interest that would accrue under the 2022 Note assuming for calculation purposes that the principal of the 2022 Note remained outstanding through the Maturity Date. The 2022 Note may not be converted into Common Stock to the extent such conversion would result in the investor and its affiliates having beneficial ownership of more than 9.99% of our then outstanding shares of Common Stock. The Company and investor entered into a registration rights agreement (the “Registration Rights Agreement”) to which the Company is required to file a registration statement registering the resale by the investor of any shares of the Company’s common stock issuable upon conversion, including the resale of shares issuable upon exercise of the associated warrants. The Company is required to meet certain obligations with respect to the timeliness of the filing and effectiveness of the registration statement. The Company filed such registration statement on October 19, 2022, which was declared effective by the U.S. Securities and Exchange Commission on October 27, 2022. The Company elected to apply the fair value option to the measurement of the 2022 Note. As a result of adopting the fair value option no embedded derivatives should be bifurcated from the 2022 Note. The Company classifies the 2022 Note as a liability at fair value and will remeasure the 2022 Note to fair value at each reporting period. The total proceeds received from the investor of $10,000 should be allocated between the 2022 Note and the related warrants issued using the relative fair value method at issuance date. This resulted in an initial fair value of $9,512 being allocated to the 2022 Note, and $488 allocated to the associated warrants (see Note 3 for further details). The Company recorded total issuance costs of $381, representing placement agent and legal fees, within Interest expense and other on the consolidated statement of operations. The fair value measurement includes the assumption of accrued interest and expense and thus a separate amount is not reflected on the consolidated statement of operations. As of September 30, 2022 , the 2022 Note has outstanding principal of $10,500 and is recorded as a current liability at the initial fair value of $9,512. The Company evaluated the Second Closing and associated warrants to be a contingently issuable financial asset with a fair value of zero at inception in accordance with ASC 815-40 Contracts in an Entity's own Equity. The contingently issuable warrants are considered issued for accounting purposes - see Note 14 for further details. 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 Financing Stock needed to settle 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 September 30, 2022 and December 31, 2021 , the fair value of the embedded derivative liability wa |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes | BORROWINGS Silicon Valley Bank Financing Facility On April 26, 2021, the Company entered into a loan and security agreement (the “Loan Agreement”) with an affiliate of Silicon Valley Bank (“SVB” or the “Lender”) in connection with the non-binding term sheet for a financing facility of up to $10,000 entered into on March 18, 2021. Under the Loan Agreement, the Lender was obligated to make a term loan advance to the Company of $4,000. Subject to the terms and conditions of the Loan Agreement, and upon the Company’s request, the Lender was obligated to make one term loan advance to the Company of $6,000. The interest rate on the term loan advance is calculated at 8% per annum and payable monthly, in arrears. Upon entering the Loan Agreement, $4,000 was drawn. On May 13, 2021, an additional $6,000 was drawn. The balance of $10,540 for the financing facility, including interest, was repaid on August 20, 2021. 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. 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 Coronavirus Aid, Relief, and Economic Security ("CARES") Act. As of September 30, 2022 and December 31, 2021, there were no borrowings outstanding. 2020 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 of October 31, 2021. In connection with the Business Combination on August 16, 2021, all outstanding principal of $38,045 and unpaid accrued interest on 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, on each of September 30, 2022 and December 31, 2021, the convertible notes balance was $0. 2022 Convertible Note On September 14, 2022, the Company entered into a Securities Purchase Agreement with an investor allowing for the sale and issue of two convertible notes, each with a principal balance of $10,500 and cash proceeds of $10,000, for a total of $20,000 in proceeds between the two issuances (each, a "Note Closing"). The first Note Closing ("First Closing") occurred on September 15, 2022, and the Company entered into a Senior Unsecured Convertible Note with the investor pursuant to which the Company issued to the investor one convertible note ("2022 Note") with a principal balance of $10,500 for cash proceeds of $10,000. As part of the First Closing, the Company also issued warrants to the investor - see Note 14 for further details. The second Note Closing ("Second Closing") may occur, at the Company's option, no earlier than the ninetieth (90th) calendar day after the First Closing, provided that the Company meets certain equity conditions. Additional warrants would be issued to the investor upon the Second Closing. The 2022 Note bears interest at an annual rate of 5.0%, in addition to an original issue discount of 4.76%, and has a maturity date of March 15, 2024 ("Maturity Date"). The interest may be settled in cash or shares at the option of the Company and is payable together with monthly redemptions of the outstanding principal amount of the Note. Beginning December 15, 2022, and the first of each subsequent month (each a "Monthly Redemption Date" or an "Installment Date"), the Company shall redeem the Monthly Redemption Amount until the 2022 Note is fully redeemed, payable in cash or, so long as certain equity conditions are met, shares of Common Stock at the option of the Company. The equity conditions that must be met in order for the Company to settle the Monthly Redemption Amount in shares include requirements for the daily volume weighted average price of the Company's Common Stock to exceed $0.33 and the average daily trading volume of the Company's Common Stock to exceed $500,000 for the twenty (20) trading days prior to the applicable Installment Notice Date (which is the sixth (6 th ) trading day prior to each Installment Date). The Monthly Redemption Amount, in most instances, will be 1/15 th of the original principal amount, plus any amount accelerated pursuant to the 2022 Note, accrued but unpaid interest, and late fees, if any. If the Company elects to settle such redemptions in shares of Common Stock, the number of shares to be settled shall be based on a conversion price equal to the lower of (i) $2.50 or (ii) 95% of the lowest daily volume weighted average price of the Common Stock during the five (5) trading days immediately preceding the applicable Monthly Redemption Date. If the Company elects to settle redemptions in cash, the Monthly Redemption Amount shall include a 5% premium. The investor is permitted to accelerate up to four (4) Monthly Redemption Amounts in any calendar month. The 2022 Note may also be converted at the option of the investor, in whole or in part, into shares of Common Stock at any time and from time to time. If, at any time while the 2022 Note is outstanding, the Company carries out one or more capital raises in excess of $5,000,000 in gross proceeds each, the investor shall have the right to require the Company to first use up to 30% of the gross proceeds of each capital raise to redeem all or a portion of the 2022 Note for an amount in cash (such amount, the "Mandatory Redemption Amount") equal to the sum of (a) 1.05 multiplied by the sum of the principal amount subject to the Mandatory Redemption and accrued but unpaid interest and (b) 1.00 multiplied by the sum of the Make-Whole amount, if any, and any other amounts, if any, then owing to the investor in respect of the 2022 Note (a "Mandatory Redemption"). The Make-Whole amount is defined as an amount equal to the additional interest that would accrue under the 2022 Note assuming for calculation purposes that the principal of the 2022 Note remained outstanding through the Maturity Date. The 2022 Note may not be converted into Common Stock to the extent such conversion would result in the investor and its affiliates having beneficial ownership of more than 9.99% of our then outstanding shares of Common Stock. The Company and investor entered into a registration rights agreement (the “Registration Rights Agreement”) to which the Company is required to file a registration statement registering the resale by the investor of any shares of the Company’s common stock issuable upon conversion, including the resale of shares issuable upon exercise of the associated warrants. The Company is required to meet certain obligations with respect to the timeliness of the filing and effectiveness of the registration statement. The Company filed such registration statement on October 19, 2022, which was declared effective by the U.S. Securities and Exchange Commission on October 27, 2022. The Company elected to apply the fair value option to the measurement of the 2022 Note. As a result of adopting the fair value option no embedded derivatives should be bifurcated from the 2022 Note. The Company classifies the 2022 Note as a liability at fair value and will remeasure the 2022 Note to fair value at each reporting period. The total proceeds received from the investor of $10,000 should be allocated between the 2022 Note and the related warrants issued using the relative fair value method at issuance date. This resulted in an initial fair value of $9,512 being allocated to the 2022 Note, and $488 allocated to the associated warrants (see Note 3 for further details). The Company recorded total issuance costs of $381, representing placement agent and legal fees, within Interest expense and other on the consolidated statement of operations. The fair value measurement includes the assumption of accrued interest and expense and thus a separate amount is not reflected on the consolidated statement of operations. As of September 30, 2022 , the 2022 Note has outstanding principal of $10,500 and is recorded as a current liability at the initial fair value of $9,512. The Company evaluated the Second Closing and associated warrants to be a contingently issuable financial asset with a fair value of zero at inception in accordance with ASC 815-40 Contracts in an Entity's own Equity. The contingently issuable warrants are considered issued for accounting purposes - see Note 14 for further details. 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 Financing Stock needed to settle 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 September 30, 2022 and December 31, 2021 , the fair value of the embedded derivative liability wa |
Interest Expense and Other
Interest Expense and Other | 9 Months Ended |
Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Interest Expense and Other | INTEREST EXPENSE AND OTHER Interest expense and other for the three months ended September 30, 2022 and 2021 consisted of the following (in thousands): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Interest on term loan debt $ — $ 235 $ — $ 630 Interest on PPP loan — — — 11 Interest on convertible note — 134 — 700 Amortization of debt issuance costs — 288 — 725 Amortization of debt discount — 209 — 752 Convertible note issuance costs 381 — 381 — Amortization of premiums on marketable securities, net of accretion of discounts 203 53 811 53 Realized losses on redemptions of marketable securities 77 — 77 — Common stock purchase agreement costs — — 28 — Other 27 — 41 — Interest expense and other $ 688 $ 919 $ 1,338 $ 2,871 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY Common Stock — The Company is authorized to issue 300,000,000 shares of common stock, par value $0.0001 per share. As of September 30, 2022, the Company had 160,837,846 shares of common stock issued and outstanding. Preferred Stock — 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 September 30, 2022, no shares of preferred stock were issued and outstanding. Upon the Closing on August 16, 2021, 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 stock shares Exchange ratio Common stock shares 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 Warrants — As of September 30, 2022, the Company had 166,666 Private Placement warrants and 7,666,656 Public warrants outstanding. Each warrant entitles the registered holder to purchase one share of the Company's common stock at a price of $11.50 per share. On September 15, 2022, in connection with the issuance of the 2022 Note, the Company issued warrants to the investor. The warrants are immediately exercisable and entitle the investor to purchase up to 1,750,000 shares of Common Stock at a price of $3.50 per share, subject to a four (4) year term. As of September 30, 2022, no shares were exercised pursuant to the warrants. Contingent Warrants — As of September 30, 2022, the Company had 1,750,000 contingently issuable warrants outstanding associated with the potential Second Closing under the Securities Purchase Agreement. These warrants will become exercisable by the investor if and when the Second Closing occurs. They will entitle the investor to purchase up to 1,750,000 shares of Common Stock at a price of $3.50 per share, subject to a four (4) year term. Tumim Stone Common Stock Purchase Agreement — On December 8, 2021, the Company entered into a Common Stock Purchase Agreement (the “CSPA”) and a Registration Rights Agreement with Tumim Stone Capital LLC (“Tumim Stone”). Under the terms and subject to the conditions of the CSPA, the Company has the right, but not the obligation, to sell to Tumim Stone, and Tumim Stone is obligated to purchase up to the lesser of (i) $125,000 of the Company’s common stock, or (ii) the Exchange Cap, which is equal to 19.99% of the shares of the Company’s common stock outstanding immediately prior to the execution of the CSPA, unless the Company’s stockholders approve the issuance of shares in excess of the Exchange Cap, or the average price of all applicable sales of common stock to Tumim Stone under the CSPA equals or 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 is equal to 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 dividend, stock split, reverse stock split, or similar transaction). The maximum number of shares the Company may sell to Tumim Stone on any single business day is the lesser of (i) $20,000 divided by the closing sale price of the common stock on the trading day immediately preceding the purchase date, and (ii) 0.15 multiplied by the average daily trading volume in common stock for the three In connection with the CSPA, the Company issued to Tumim Stone 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 , and as such, the financial instrument was classified as a derivative asset with a fair value of zero at inception of the CSPA on December 8, 2021. On May 6, 2022, the Company filed a Registration Statement on Form S-1, which relates to the offer and resale of up to 30,865,419 shares of AEye's common stock by Tumim Stone, the selling stockholder. During the nine months ended September 30, 2022, the Company issued 1,145,000 shares of its common stock under the CSPA for proceeds of $2,891. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 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): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Numerator: Net loss attributable to common stockholders $ (23,624) $ (17,393) $ (74,972) $ (39,977) Denominator: Weighted average common shares outstanding- Basic 159,312,203 114,891,595 156,702,000 102,953,263 Dilutive effect of potential common shares — — — — Weighted average common shares outstanding- Diluted 159,312,203 114,891,595 156,702,000 102,953,263 Net loss per share attributable to common stockholders - Basic and Diluted $ (0.15) $ (0.15) $ (0.48) $ (0.39) Due to net losses for the three and nine months ended September 30, 2022 and 2021, 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: Nine months ended September 30, 2022 2021 Common stock options issued and outstanding 26,082,681 29,405,800 Unvested restricted stock units 13,513,002 1,738,132 Warrants 9,583,322 — Conversion of convertible notes 9,801,467 — Total 58,980,472 31,143,932 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION The Company has four equity incentive plans, the 2014 US LADAR Inc. Equity Incentive Plan (the “2014 Plan”), the 2016 Stock Plan (the “2016 Plan”), the 2021 Equity Incentive Plan (the “Incentive Plan”) and the 2022 Employee Stock Purchase Plan (the "ESPP"). On August 16, 2021, the Company’s 2014 Plan and 2016 Plan were terminated in connection with the Closing, but continue to govern the terms of outstanding equity awards that were granted prior to the termination of such plans. 2014 Plan and 2016 Plan As of August 16, 2021, the Company no longer grants equity awards pursuant to the 2014 Plan or 2016 Plan. The Company had reserved 33,121,391 shares of common stock for issuance under the 2016 Plan and as of September 30, 2022, 1,741,689 RSUs were granted. 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 remainder 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. In connection with the Closing on August 16, 2021, $1,500 was paid to a former executive as consideration for repurchasing 542,615 of his vested options under the Company’s 2016 Plan. 2021 Equity Incentive Plan The Incentive Plan became effective immediately upon the Closing on August 16, 2021 and initially reserved 15,440,430 shares of common stock for issuance thereunder. The Incentive Plan includes an evergreen provision that provides for an annual increase in the number of shares of common stock available for issuance thereunder beginning on January 1, 2022 and ending on January 1, 2032, equal to 5% of the shares of the Company’s common stock outstanding on December 31, 2021 for the first year and by 3% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year for each year thereafter, or a lesser number of shares as determined by the Board of Directors. After January 1, 2022, the Board of Directors authorized the addition of 7,743,413 shares of common stock to be added to the Incentive Plan for issuance. Under the Incentive Plan, RSUs vest depending on their vesting schedule. For newly hired employees, RSUs generally vest 25% during the month following the recipient’s one year anniversary of their start date. The remaining amounts generally vest quarterly over the next three years. For existing employees, these RSUs generally vest quarterly over 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 September 30, 2022, 16,859,757 RSUs were granted to certain individuals under the Incentive Plan. 2022 Employee Stock Purchase Plan On May 10, 2022, the Company's stockholders approved the 2022 Employee Stock Purchase Plan (the "ESPP"), authorizing 2,000,000 shares of common stock to be reserved for issuance under the ESPP. The first offering to the Company's employees to purchase shares under the ESPP began on November 1, 2022. Each employee who is a participant in the ESPP may purchase shares by authorizing contributions at a minimum of 1% up to a maximum of 10% of his or her compensation for each pay period, to a maximum of $15 per purchase period and $25 per year, which will then be used to purchase shares on the last business day of the purchase period at a price equal to 85% of the fair market value of common stock on the offering date or the exercise date, whichever is less. A summary of stock option activity related to the Plans as of September 30, 2022 is as follows: Outstanding Stock Options Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregate Intrinsic Value Balance at December 31, 2021 29,238,432 $ 0.48 7.35 $ 127,345 Granted — — Exercised (2,776,029) 0.37 Forfeited (323,910) 0.57 Expired (55,812) 0.17 Balance at September 30, 2022 26,082,681 $ 0.49 6.67 $ 16,011 Vested and expected to vest as of September 30, 2022 26,082,681 $ 0.49 6.67 $ 16,011 Vested and exercisable as of September 30, 2022 19,644,436 $ 0.45 6.29 $ 12,893 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 stock options. The following table summarizes the RSU award activity under the Plans: Shares Weighted Average Grant date Fair Value per Share Unvested at December 31, 2021 7,434,743 $ 5.80 Granted 10,687,686 3.74 Forfeited (1,890,852) 4.62 Vested (2,718,575) 5.20 Unvested at September 30, 2022 13,513,002 $ 4.27 The total fair value of RSUs that vested during the nine months ended September 30, 2022 was $9,909. 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 three and nine months ended September 30, 2022 and 2021 (in thousands): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Cost of revenue $ 43 $ — $ 86 $ — Research and development 1,899 665 5,167 2,062 Sales and marketing 1,239 398 3,477 1,171 General and administrative 2,925 1,229 9,273 3,289 Total stock-based compensation $ 6,106 $ 2,292 $ 18,003 $ 6,522 No stock options were granted during the nine months ended September 30, 2022 and 2021. As of September 30, 2022, the Company had $6,440 of unrecognized compensation expense for related stock option grants. This cost is expected to be recognized over an estimated weighted average period of 1.53 years. The total unrecognized compensation expense for RSUs was $53,120 as of September 30, 2022 which is expected to be recognized over an estimated weighted average period of 2.66 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 three and nine months ended September 30, 2022, the Company granted no new options. Expected Term —The expected term of options granted to employees is based on the expected life of the stock options, giving consideration to the contractual terms and vesting schedules. Expected Volatility —Expected volatility was estimated based on the average historical volatility of comparable companies’ stock, as the Company does not have a sufficient trading history to determine historical volatility. Risk-Free Interest Rate —The risk-free interest rates are based on US Treasury yields in effect at the grant date for notes with comparable terms as the awards. Dividend Yield —The expected dividend-yield assumption is based on the Company’s current expectations about its anticipated dividend policy. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | REVENUE Sale of Prototypes The Company recorded revenue for prototype sales of $652 and $1,182 in the three and nine months ended September 30, 2022, respectively, and $127 and $588 in the three and nine months ended September 30, 2021, 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. Development contracts The Company has entered into research and development contracts with companies primarily in the automotive industry. Revenue from these contracts is recognized when the Company satisfies 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 4Sight TM perception-related goods and services, and recognized $115 and $1,373 in revenue for performance obligations satisfied during the three and nine months ended September 30, 2022, respectively, in the consolidated statements of operations and comprehensive loss. The Company recognized $0 and $615 in revenue for performance obligations satisfied during the three and nine months ended September 30, 2021, respectively, in the consolidated statements of operations and comprehensive loss. Disaggregation of Revenue The Company recognized the following revenues by geographic area based on the primary billing address of the customer and by the timing of the transfer of goods or services to customers (point in time or over time), as it believes such criteria best depict 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): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Revenue by primary geographical market: United States $ 130 $ 44 $ 1,777 $ 431 Germany 12 16 12 516 Europe 610 47 730 111 Asia 15 20 36 145 Total $ 767 $ 127 $ 2,555 $ 1,203 Revenue by timing of recognition: Recognized at a point in time $ 652 $ 127 $ 1,402 $ 1,160 Recognized over time 115 — 1,153 43 Total $ 767 $ 127 $ 2,555 $ 1,203 Contract Liabilities Contract liabilities consisted of the following as of September 30, 2022 (in thousands): As of September 30, 2022 Contract liabilities, current $ 1,518 Contract liabilities, noncurrent — Total $ 1,518 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 September 30, 2022 and 2021 (in thousands): Nine months ended September 30, 2022 2021 Beginning balance $ 2,918 $ 660 Revenue recognized that was included in the contract liabilities beginning balance (1,400) (570) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period — 155 Ending balance $ 1,518 $ 245 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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. For the three and nine months ended September 30, 2022, the Company recorded $13 and $39 provision for income taxes, respectively. For the three and nine months ended September 30, 2021, the Company recorded $0 and $0 provision for income taxes, respectively. The change in income tax provision was due to changes in pretax income (loss) in the U.S. and certain foreign entities and changes in tax rates. The income tax rates vary from the federal and state statutory rates due to the valuation allowances on the Company's net operating losses and foreign tax rate differences. The Company computes its quarterly income tax provision by using a forecasted annual effective tax rate and adjusts for any discrete items arising during the quarter. The Company does not provide for federal income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are to be reinvested indefinitely outside the U.S. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Legal matters The Company may be subject to legal proceedings and claims that arise in the ordinary course of business. Management is not currently aware of any matters that will have a material effect on the financial position, results of operations, or cash flows of the Company. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | RELATED PARTIESSince November 2016, the Company has employed a sibling of Mr. Dussan, the Company’s Chief Technology Officer, who held the position of Director, Human Resources and Sr. Manager of Human Resources at September 30, 2022 and 2021, respectively. For the nine months ended September 30, 2022 and 2021, Mr. Dussan’s sibling received total cash compensation of $121 and $100, respectively. For the nine months ended September 30, 2022 and 2021, Mr. Dussan’s sibling was granted 22,500 and 1,860 RSUs, respectively. In addition, he participates in all other benefits that the Company generally offers to all of its employees. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTSManagement has evaluated subsequent events through November 10, 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) | 9 Months Ended |
Sep. 30, 2022 | |
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. |
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, convertible notes, embedded derivative and warrant liabilities, fair value of common stock, and stock-based compensation. |
Segment Reporting | The Company manages its 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 the Company's Chief Executive Officer (“CEO”). The CEO decides how to allocate resources and assesses the Company’s performance based upon consolidated financial information. All of the Company's sales were made to customers (in USD) located in the U.S., Europe, and Asia through AEye, Inc. |
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. |
Leases | The Company determines if an arrangement is or contains a lease at inception. The Company evaluates the classification of leases at commencement, and, as necessary, at modification. Operating leases, consisting of office leases, are included in Right-of-use ("ROU") assets, Accrued expenses and other current liabilities |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance. The warrants assumed in connection with the 2022 convertible note are accounted for in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the condensed consolidated statements of operations. |
Convertible Notes | Convertible Notes The Company elected to early adopt Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The Company has elected to apply the fair value option to the 2022 convertible note on the date that the Company first recognized the convertible note on September 15, 2022. The Company acknowledges that its election to apply the fair value option is irrevocable. The Company recognized costs incurred upon issuance of the 2022 convertible note as an expense in its consolidated income statement for the nine months ended September 30, 2022. The 2022 convertible note will be classified and presented as a current liability on the Consolidated Balance Sheet as of September 30, 2022. Changes in fair value will be recorded in the condensed consolidated statements of operations and changes in fair value related to credit risk will be recorded in other comprehensive loss. |
Recent Accounting Pronouncements and Recently Adopted Accounting Guidance | In June 2016, the Financial Accounting Standards Board, ("FASB"), issued Accounting Standards Update ("ASU") 2016-13, Measurement of Credit Losses on Financial Instruments , which has subsequently been amended by ASU No. 2018-19, ASU No. 2019-04, ASU No. 2019-05, ASU No. 2019-10, and ASU No. 2019-11. The objective of the guidance in ASU 2016-13 is to allow entities to recognize estimated credit losses in the period that the change in valuation occurs. ASU 2016-13 requires an entity to present financial assets measured on an amortized cost basis on the balance sheet net of an allowance for credit losses. Available-for-sale and held to maturity debt securities are also required to be held net of an allowance for credit losses. For public business entities, this standard is effective for fiscal years beginning after December 15, 2019. For smaller reporting companies, the standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this standard will have on its consolidated financial statements and related disclosures and will adopt the guidance on January 1, 2023, as permitted for smaller reporting companies. In February 2016, the FASB established Topic 842, Leases , by issuing ASU No. 2016-02. FASB Accounting Standards Codification ("ASC") Topic 842, Leases (“ASC 842”) supersedes the previous accounting guidance for leases included within ASC 840. The new guidance generally requires an entity to recognize operating and financing lease liabilities and corresponding right-of-use assets on its balance sheet, as well as recognize the associated lease expenses on its statements of operations in a manner similar to that required under current accounting rules. The guidance requires a modified retrospective transition approach with application in all comparative periods presented (the “Comparative Method”), or alternatively, as of the effective date as the date of initial application without restating comparative period financial statements (the “Effective Date Method”). The Company adopted this new standard on January 1, 2022 using the Effective Date Method. Upon adoption, the Company recorded net ROU assets and lease liabilities of $16,284 and $19,921, respectively, and a reversal of deferred rent of $3,032; there were no cumulative effect adjustments as of January 1, 2022. The standard did not have a material effect on the Company's consolidated statements of operations and comprehensive loss and the consolidated statement of cash flows. The Company elected the transition practical expedient package, which among other things, allows the carryforward of historical lease classifications. The Company will continue to apply ASC Topic 840, Leases , prior to January 1, 2022, including Topic 840 disclosure requirements, in the comparative periods presented. The Company did not elect to apply the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment of right-of-use assets. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This standard simplifies the accounting for income taxes by, among other things, eliminating certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2021. The Company adopted ASU 2019-12 as of January 1, 2022, and the Company's adoption did not have a material impact on the consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023 for smaller reporting companies, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company adopted this standard using the modified retrospective method, effective January 1, 2022, and the Company's adoption did not have a material impact on the consolidated financial statements. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Revenue from Major Customers Representing 10% or More of Total Revenue | For the three and nine months ended September 30, 2022 and 2021, revenue from the Company’s major customers representing 10% or more of total revenue was as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Customer A 9 % * 49 % 11 % Customer B 56 % * 18 % * Customer C 29 % * * * Customer D * * 14 % * Customer E * * * 42 % Customer F * 35 % * 20 % Customer G * 16 % * * Customer H * 21 % * * Customer I * 16 % * * Customer J * 13 % * * *Customer accounted for less than 10% of total revenue in the period. |
Recapitalization (Tables)
Recapitalization (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 Exchange Ratio Balance at December 31, 2019 11,283,838 41,984,908 Recapitalization applied to 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 August 16, 2021 (Closing) Preferred stock shares Exchange ratio Common stock shares 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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 Measured as of September 30, 2022 Using: Adjusted Cost Unrealized losses Fair Value Cash and Cash Equivalent Marketable Securities Assets Level 1 Money market funds $ 47,850 $ — $ 47,850 $ 47,850 $ — Level 2 Asset-backed securities $ 3,509 $ (140) $ 3,369 $ — $ 3,369 Corporate bonds 21,867 (410) 21,457 — 21,457 U.S. Government securities 29,959 (1,086) 28,873 — 28,873 Total financial assets $ 103,185 $ (1,636) $ 101,549 $ 47,850 $ 53,699 Liabilities Level 2 Private placement warrant liability $ — $ — $ 30 $ — $ — Level 3 Convertible notes $ — $ — $ 9,512 $ — $ — Derivative warrant liability — — 488 — — Total financial liabilities $ — $ — $ 10,030 $ — $ — Fair Value Measured as of December 31, 2021 Using: Adjusted Cost Unrealized losses Fair Value Cash and Cash Equivalent Marketable Securities 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 $ — $ — |
Summary of the Changes in Fair Value of Level 3 Financial Instruments | There following table presents a summary of the changes in fair value of the Company's Level 3 financial instruments for the nine months ended September 30, 2022: 2022 Convertible Note Derivative Warrant Liability Total Balance at December 31, 2021 $ — $ — $ — Additions 9,512 488 10,000 Change in fair value included in other income (expense) — — — Balance at September 30, 2022 $ 9,512 $ 488 $ 10,000 |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 December 31, 2021 (unaudited) Cash and cash equivalents $ 58,490 $ 14,183 Restricted cash 2,150 2,150 Total cash, cash equivalents, and restricted cash $ 60,640 $ 16,333 |
Schedule of Restricted Cash | Cash, cash equivalents (which consists entirely of money market funds), and restricted cash as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 December 31, 2021 (unaudited) Cash and cash equivalents $ 58,490 $ 14,183 Restricted cash 2,150 2,150 Total cash, cash equivalents, and restricted cash $ 60,640 $ 16,333 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Net of Write-Downs | Inventory, net of write-downs, as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 December 31, 2021 (unaudited) Raw materials $ 2,138 $ 1,544 Work in-process 1,825 2,447 Finished goods 61 94 Total inventory, net $ 4,024 $ 4,085 |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 December 31, 2021 (unaudited) Prepaid expenses $ 4,404 $ 3,980 Advances to suppliers 561 745 Demonstration units 319 224 Other 212 102 Total prepaid and other current assets $ 5,496 $ 5,051 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Operating Lease Expenses and Supplemental Cash Flow Information | The components of operating lease expenses for the three and nine months ended September 30, 2022 are as follows (in thousands): Three months ended Nine months ended September 30, 2022 September 30, 2022 (Unaudited) (Unaudited) Operating lease cost $ 602 $ 1,780 Variable lease cost 62 171 Total operating lease cost $ 664 $ 1,951 Supplemental cash flow information for the nine months ended September 30, 2022 were as follows (in thousands): September 30, 2022 (Unaudited) Cash paid for operating leases included in operating cash flows $ (983) |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to operating leases was as follows (in thousands): As of September 30, 2022 (Unaudited) Operating lease right-of-use assets $ 15,847 Operating lease liabilities: Operating lease liabilities, current $ 2,436 Operating lease liabilities, non-current 17,058 Total operating lease liabilities $ 19,494 As of September 30, 2022 (Unaudited) Weighted average remaining lease term (in years) 9.26 Weighted average discount rate 5.35 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities were as follows (in thousands): Operating leases Years ended: (Unaudited) 2022 (remaining three months) $ 616 2023 2,516 2024 2,570 2025 2,583 2026 2,660 Thereafter 13,817 Total lease payments 24,762 Less amount to discount to present value (5,268) Present value of lease liabilities $ 19,494 |
Schedule of Future Minimum Payments Under Noncancellable Operating Leases under ASC 840 | Future minimum payments as of September 30, 2021 under the noncancellable operating leases are as follows (in thousands): Operating leases (Unaudited) Years ended: 2021 (remaining three months) $ 575 2022 2,330 2023 2,342 2024 2,412 2025 and after 4,824 Total minimum lease payments $ 12,483 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net as of September 30, 2022 and December 31, 2021 consists of the following (in thousands): September 30, 2022 December 31, 2021 (unaudited) Machinery and equipment $ 2,680 $ 1,444 Computers, software and related equipment 534 268 Office furniture and equipment 672 341 Vehicles 702 342 Leasehold improvements 4,824 4,725 Construction in progress 1,207 213 Total property and equipment 10,619 7,333 Less accumulated depreciation and amortization (2,998) (2,204) Property and equipment, net $ 7,621 $ 5,129 |
Other Noncurrent Assets (Tables
Other Noncurrent Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Noncurrent Assets | Other noncurrent assets as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 December 31, 2021 (unaudited) Non-current inventory $ 1,650 $ — Long-term prepaid expenses 856 1,376 Security deposits 233 133 Total other noncurrent assets $ 2,739 $ 1,509 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 December 31, 2021 (unaudited) Accrued purchases and other $ 4,335 $ 1,947 Operating lease liabilities - current 2,436 — Accrued bonuses 1,102 3,408 Accrued payroll 1,084 957 Warranty reserve 465 275 Accrued payroll taxes 447 1,547 Income tax payable 19 — Deferred rent - current — 605 Accrued expenses and other current liabilities $ 9,888 $ 8,739 |
Interest Expense and Other (Tab
Interest Expense and Other (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Interest Expense and Other | Interest expense and other for the three months ended September 30, 2022 and 2021 consisted of the following (in thousands): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Interest on term loan debt $ — $ 235 $ — $ 630 Interest on PPP loan — — — 11 Interest on convertible note — 134 — 700 Amortization of debt issuance costs — 288 — 725 Amortization of debt discount — 209 — 752 Convertible note issuance costs 381 — 381 — Amortization of premiums on marketable securities, net of accretion of discounts 203 53 811 53 Realized losses on redemptions of marketable securities 77 — 77 — Common stock purchase agreement costs — — 28 — Other 27 — 41 — Interest expense and other $ 688 $ 919 $ 1,338 $ 2,871 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [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 Exchange Ratio Balance at December 31, 2019 11,283,838 41,984,908 Recapitalization applied to 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 August 16, 2021 (Closing) Preferred stock shares Exchange ratio Common stock shares 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) | 9 Months Ended |
Sep. 30, 2022 | |
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): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Numerator: Net loss attributable to common stockholders $ (23,624) $ (17,393) $ (74,972) $ (39,977) Denominator: Weighted average common shares outstanding- Basic 159,312,203 114,891,595 156,702,000 102,953,263 Dilutive effect of potential common shares — — — — Weighted average common shares outstanding- Diluted 159,312,203 114,891,595 156,702,000 102,953,263 Net loss per share attributable to common stockholders - Basic and Diluted $ (0.15) $ (0.15) $ (0.48) $ (0.39) |
Schedule of Antidilutive Common Share Equivalents | The following table sets forth the anti-dilutive common share equivalents for the periods listed: Nine months ended September 30, 2022 2021 Common stock options issued and outstanding 26,082,681 29,405,800 Unvested restricted stock units 13,513,002 1,738,132 Warrants 9,583,322 — Conversion of convertible notes 9,801,467 — Total 58,980,472 31,143,932 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | A summary of stock option activity related to the Plans as of September 30, 2022 is as follows: Outstanding Stock Options Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregate Intrinsic Value Balance at December 31, 2021 29,238,432 $ 0.48 7.35 $ 127,345 Granted — — Exercised (2,776,029) 0.37 Forfeited (323,910) 0.57 Expired (55,812) 0.17 Balance at September 30, 2022 26,082,681 $ 0.49 6.67 $ 16,011 Vested and expected to vest as of September 30, 2022 26,082,681 $ 0.49 6.67 $ 16,011 Vested and exercisable as of September 30, 2022 19,644,436 $ 0.45 6.29 $ 12,893 |
Schedule of RSU Activity | The following table summarizes the RSU award activity under the Plans: Shares Weighted Average Grant date Fair Value per Share Unvested at December 31, 2021 7,434,743 $ 5.80 Granted 10,687,686 3.74 Forfeited (1,890,852) 4.62 Vested (2,718,575) 5.20 Unvested at September 30, 2022 13,513,002 $ 4.27 |
Schedule 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 three and nine months ended September 30, 2022 and 2021 (in thousands): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Cost of revenue $ 43 $ — $ 86 $ — Research and development 1,899 665 5,167 2,062 Sales and marketing 1,239 398 3,477 1,171 General and administrative 2,925 1,229 9,273 3,289 Total stock-based compensation $ 6,106 $ 2,292 $ 18,003 $ 6,522 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Revenue by primary geographical market: United States $ 130 $ 44 $ 1,777 $ 431 Germany 12 16 12 516 Europe 610 47 730 111 Asia 15 20 36 145 Total $ 767 $ 127 $ 2,555 $ 1,203 Revenue by timing of recognition: Recognized at a point in time $ 652 $ 127 $ 1,402 $ 1,160 Recognized over time 115 — 1,153 43 Total $ 767 $ 127 $ 2,555 $ 1,203 |
Schedule of Contract Liabilities | Contract liabilities consisted of the following as of September 30, 2022 (in thousands): As of September 30, 2022 Contract liabilities, current $ 1,518 Contract liabilities, noncurrent — Total $ 1,518 The following table shows the significant changes in contract liabilities balance as of September 30, 2022 and 2021 (in thousands): Nine months ended September 30, 2022 2021 Beginning balance $ 2,918 $ 660 Revenue recognized that was included in the contract liabilities beginning balance (1,400) (570) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period — 155 Ending balance $ 1,518 $ 245 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Narrative (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jan. 01, 2022 USD ($) | |
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Cash and cash equivalents and marketable securities | $ 112,189,000 | |||
Number of reportable segments | segment | 1 | |||
Number of operating segments | segment | 1 | |||
Net property and equipment | $ 7,621,000 | $ 5,129,000 | ||
Accounts receivable write-offs | 0 | $ 0 | ||
Allowance for doubtful accounts | $ 0 | 0 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | |||
ROU assets | $ 15,847,000 | |||
Lease liabilities | $ 19,494,000 | |||
Deferred rent reversal | $ (3,776,000) | |||
Cumulative Effect, Period of Adoption, Adjustment | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
ROU assets | $ 16,284,000 | |||
Lease liabilities | 19,921,000 | |||
Deferred rent reversal | $ 3,032,000 | |||
Accounts Receivable | Customer Concentration Risk | Customer One | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage (more than) | 10% | 10% | ||
Accounts Receivable | Customer Concentration Risk | Customer Two | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage (more than) | 10% | |||
Accounts Receivable | Customer Concentration Risk | Customer Three | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage (more than) | 10% | |||
Accounts Payable | Supplier Concentration Risk | Vendor One | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage (more than) | 10% | 10% | ||
Accounts Payable | Supplier Concentration Risk | Vendor Two | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage (more than) | 10% | 10% | ||
Accounts Payable | Supplier Concentration Risk | Vendor Three | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage (more than) | 10% | |||
Accounts Payable | Supplier Concentration Risk | Supplier Four | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage (more than) | 10% | |||
United States | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Net property and equipment | $ 7,531,000 | |||
Europe | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Net property and equipment | 66,000 | |||
Asia | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Net property and equipment | $ 24,000 |
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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Customer A | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 9% | 49% | 11% | |
Customer B | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 56% | 18% | ||
Customer C | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 29% | |||
Customer D | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 14% | |||
Customer E | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 42% | |||
Customer F | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 35% | 20% | ||
Customer G | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 16% | |||
Customer H | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 21% | |||
Customer I | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 16% | |||
Customer J | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 13% |
Recapitalization - Narrative (D
Recapitalization - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||||||
Aug. 16, 2021 USD ($) $ / shares shares | Aug. 15, 2021 $ / shares shares | Aug. 12, 2021 USD ($) $ / shares shares | Sep. 30, 2021 shares | Mar. 31, 2021 shares | Aug. 15, 2021 $ / shares shares | Dec. 31, 2020 shares | Sep. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2019 shares | |
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 | |||||||||
Transaction costs expensed | $ | 2,198 | |||||||||
Gross proceeds from Business Combination | $ | $ 256,811 | |||||||||
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 | |||||||||
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 | |||||||||
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 | |||||||||
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 into Class A common stock (in shares) | 20,778,097 | 20,778,097 | 20,778,097 | |||||||
Net settlement of common stock and Series A preferred stock warrants (in shares) | 240,806 | 240,806 | ||||||||
Redemption of shares (in shares) | 0 | 3,536,070 | ||||||||
Common Stock | AEye Technologies | ||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||
Conversion of convertible notes and accrued interest into Class A common stock (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 | AEye Technologies | ||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||
Shares outstanding (in shares) | 16,383,725 | |||||||||
Preferred Stock | AEye Technologies | Retroactive application of recapitalization (Note 2) | ||||||||||
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, 2021 USD ($) |
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 | Sep. 30, 2022 | Dec. 31, 2021 | Aug. 15, 2021 |
Schedule Of Reverse Recapitalization [Line Items] | |||||
Class A common stock, outstanding (in shares) | 154,404,302 | 160,837,846 | 155,137,237 | ||
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 | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Aug. 16, 2021 | Aug. 15, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Aug. 15, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||||
Exercise of common stock options (in shares) | 2,776,029 | |||||||||||
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] | ||||||||||||
Exercise of common stock options (in shares) | 1,014,428 | 1,105,298 | 656,303 | 23,917 | 8,478 | 171,724 | 204,119 | 1,877,233 | ||||
Repurchase of common stock (in shares) | 0 | (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 | 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 - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents, adjusted cost | $ 58,490 | $ 14,183 |
Recurring | ||
Assets | ||
Total financial assets, adjusted cost | 103,185 | 155,078 |
Marketable securities, unrealized losses | (1,636) | (391) |
Total financial assets, fair value | 101,549 | 154,687 |
Liabilities | ||
Total financial liabilities, fair value | 10,030 | 155 |
Recurring | Cash and Cash Equivalent | ||
Assets | ||
Total financial assets, fair value | 47,850 | 4,863 |
Recurring | Marketable Securities | ||
Assets | ||
Total financial assets, fair value | 53,699 | 149,824 |
Recurring | Level 1 | Money market funds | ||
Assets | ||
Cash and cash equivalents, adjusted cost | 47,850 | 4,863 |
Cash and cash equivalents, fair value | 47,850 | 4,863 |
Recurring | Level 1 | Money market funds | Cash and Cash Equivalent | ||
Assets | ||
Cash and cash equivalents, fair value | 47,850 | 4,863 |
Recurring | Level 2 | Private Placement Warrants | ||
Liabilities | ||
Warrant liability | 30 | 155 |
Recurring | Level 2 | Asset-backed securities | ||
Assets | ||
Marketable securities, adjusted cost | 3,509 | 26,491 |
Marketable securities, unrealized losses | (140) | (68) |
Marketable securities, fair value | 3,369 | 26,423 |
Recurring | Level 2 | Asset-backed securities | Marketable Securities | ||
Assets | ||
Marketable securities, fair value | 3,369 | 26,423 |
Recurring | Level 2 | Corporate bonds | ||
Assets | ||
Marketable securities, adjusted cost | 21,867 | 48,643 |
Marketable securities, unrealized losses | (410) | (150) |
Marketable securities, fair value | 21,457 | 48,493 |
Recurring | Level 2 | Corporate bonds | Marketable Securities | ||
Assets | ||
Marketable securities, fair value | 21,457 | 48,493 |
Recurring | Level 2 | Commercial paper | ||
Assets | ||
Marketable securities, adjusted cost | 45,145 | |
Marketable securities, unrealized losses | 0 | |
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 | 29,959 | 29,936 |
Marketable securities, unrealized losses | (1,086) | (173) |
Marketable securities, fair value | 28,873 | 29,763 |
Recurring | Level 2 | U.S. Government securities | Marketable Securities | ||
Assets | ||
Marketable securities, fair value | 28,873 | $ 29,763 |
Recurring | Level 3 | ||
Liabilities | ||
Convertible notes | 9,512 | |
Recurring | Level 3 | Warrants | ||
Liabilities | ||
Derivative | $ 488 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | Sep. 30, 2022 | Sep. 15, 2022 |
Debt Instrument [Line Items] | ||
Warrant, term of contract | 4 years | |
2022 Notes, First Closing | Convertible Notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 10,500,000 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Level 3 Financial Instruments (Details) - Level 3 $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 0 |
Additions | 10,000 |
Change in fair value included in other income (expense) | 0 |
Ending balance | 10,000 |
Convertible Notes | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 0 |
Additions | 9,512 |
Change in fair value included in other income (expense) | 0 |
Ending balance | 9,512 |
Derivative Warrant Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 0 |
Additions | 488 |
Change in fair value included in other income (expense) | 0 |
Ending balance | $ 488 |
Cash, Cash Equivalents, and R_3
Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 58,490 | $ 14,183 | ||
Restricted cash | 2,150 | 2,150 | ||
Total cash, cash equivalents, and restricted cash | $ 60,640 | $ 16,333 | $ 54,618 | $ 16,497 |
Inventories - Components of Inv
Inventories - Components of Inventory, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,138 | $ 1,544 |
Work in-process | 1,825 | 2,447 |
Finished goods | 61 | 94 |
Total inventory, net | $ 4,024 | $ 4,085 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Non-current inventory | $ 1,650 | $ 0 |
Inventory write down to reduce inventory to the lower of cost or to its net realizable value | $ 1,002 | $ 1,122 |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 4,404 | $ 3,980 |
Advances to suppliers | 561 | 745 |
Demonstration units | 319 | 224 |
Other | 212 | 102 |
Total prepaid and other current assets | $ 5,496 | $ 5,051 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Rent expense | $ 1,421 | |
Deferred rent liabilities | $ 3,776 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease renewal term | 2 years | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease renewal term | 5 years |
Leases - Operating Lease Expens
Leases - Operating Lease Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 602 | $ 1,780 |
Variable lease cost | 62 | 171 |
Total operating lease cost | $ 664 | $ 1,951 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Leases [Abstract] | |
Cash paid for operating leases included in operating cash flows | $ (983) |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
Operating lease right-of-use assets | $ 15,847 |
Operating lease liabilities: | |
Operating lease liabilities, current | 2,436 |
Operating lease liabilities, noncurrent | 17,058 |
Total operating lease liabilities | $ 19,494 |
Weighted average remaining lease term (in years) | 9 years 3 months 3 days |
Weighted average discount rate | 5.35% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 (remaining three months) | $ 616 |
2023 | 2,516 |
2024 | 2,570 |
2025 | 2,583 |
2026 | 2,660 |
Thereafter | 13,817 |
Total lease payments | 24,762 |
Less amount to discount to present value | (5,268) |
Present value of lease liabilities | $ 19,494 |
Leases - Future Minimum Payment
Leases - Future Minimum Payments Under Noncancellable Operating Leases under ASC 840 (Details) $ in Thousands | Sep. 30, 2021 USD ($) |
Leases [Abstract] | |
2021 (remaining three months) | $ 575 |
2022 | 2,330 |
2023 | 2,342 |
2024 | 2,412 |
2025 and after | 4,824 |
Total minimum lease payments | $ 12,483 |
Property and Equipment, Net - C
Property and Equipment, Net - Components of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 10,619 | $ 7,333 |
Less accumulated depreciation and amortization | (2,998) | (2,204) |
Property and equipment, net | 7,621 | 5,129 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,680 | 1,444 |
Computers, software and related equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 534 | 268 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 672 | 341 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 702 | 342 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 4,824 | 4,725 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,207 | $ 213 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 331 | $ 271 | $ 794 | $ 769 |
Other Noncurrent Assets (Detail
Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Non-current inventory | $ 1,650 | $ 0 |
Long-term prepaid expenses | 856 | 1,376 |
Security deposits | 233 | 133 |
Total other noncurrent assets | $ 2,739 | $ 1,509 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued purchases and other | $ 4,335 | $ 1,947 |
Operating lease liabilities - current | 2,436 | |
Accrued bonuses | 1,102 | 3,408 |
Accrued payroll | 1,084 | 957 |
Warranty reserve | 465 | 275 |
Accrued payroll taxes | 447 | 1,547 |
Income tax payable | 19 | 0 |
Deferred rent - current | 0 | 605 |
Accrued expenses and other current liabilities | $ 9,888 | $ 8,739 |
Borrowings (Details)
Borrowings (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 07, 2021 | Aug. 20, 2021 | Jun. 19, 2021 | May 13, 2021 | Mar. 18, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | ||||||||||
Gain on PPP loan forgiveness | $ 0 | $ 0 | $ 0 | $ 2,297,000 | ||||||
Borrowing amount outstanding | $ 0 | $ 0 | $ 0 | |||||||
Silicon Valley Bank Credit Facility | Secured Debt | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Principal payments on bank loans | $ 2,333,000 | |||||||||
Paycheck Protection Program (PPP) Loan | Loans Payable | Principal | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Gain on PPP loan forgiveness | $ 2,270,000 | |||||||||
Paycheck Protection Program (PPP) Loan | Loans Payable | Interest | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Gain on PPP loan forgiveness | $ 27,000 | |||||||||
Financing Facility | Silicon Valley Bank Financing Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum capacity | $ 10,000,000 | |||||||||
Interest rate | 8% | |||||||||
Repayments for financing facility, including interest | $ 10,540,000 | |||||||||
Financing Facility | Silicon Valley Bank Financing Facility, First Advance | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum capacity | $ 4,000,000 | |||||||||
Amount drawn | 4,000,000 | |||||||||
Financing Facility | Silicon Valley Bank Financing Facility, Second Advance | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum capacity | $ 6,000,000 | |||||||||
Amount drawn | $ 6,000,000 |
Convertible Notes (Details)
Convertible Notes (Details) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 15, 2022 USD ($) d $ / shares | Dec. 14, 2022 d $ / shares | Sep. 15, 2022 USD ($) d issuance redemptionAmount | Aug. 16, 2021 USD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) shares | Aug. 15, 2021 shares | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Convertible note issuance costs | $ 381,000 | $ 0 | $ 0 | |||||||
Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum beneficial ownership percentage allowed if converted | 9.99% | |||||||||
Common Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion of convertible notes and accrued interest into Class A common stock (in shares) | shares | 20,778,097 | 20,778,097 | 20,778,097 | |||||||
2020 Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum amount of convertible equity instruments issuable | $ 40,000,000 | |||||||||
2020 Notes | Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 3% | |||||||||
Convertible notes balance | $ 38,045,000 | 0 | $ 0 | |||||||
Debt conversion multiplier percentage | 90% | |||||||||
Embedded derivative liability | 0 | $ 1,520,000 | $ 0 | |||||||
2022 Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from the issuance of convertible notes | $ 20,000 | |||||||||
Convertible Debt, Number Of Issuances | issuance | 2 | |||||||||
Number of monthly redemption amounts that can be accelerated in any calendar month | redemptionAmount | 4 | |||||||||
Capital raise threshold amount | $ 5,000,000 | |||||||||
Capital raise threshold amount, percentage required to be used to redeem debt | 30% | |||||||||
Mandatory redemption smount, principal and unpaid interest multiplier | 105% | |||||||||
Mandatory redemption amount, make-whole amount multiplier | 100% | |||||||||
Convertible notes | $ 9,512,000 | 9,512,000 | ||||||||
Warrant, fair value disclosure | $ 488,000 | |||||||||
2022 Notes | Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 5% | |||||||||
Debt instrument, face amount | $ 10,500,000 | |||||||||
Discount on issuance, percentage | 4.76% | |||||||||
Convertible note issuance costs | $ 381,000 | |||||||||
2022 Notes | Convertible Debt | Forecast | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Monthly redemption weighted average price (in dollars per share) | $ / shares | $ 0.33 | |||||||||
Minimum average daily trading volume | $ 500,000 | |||||||||
Trading days prior to the installment notice date | d | 20 | |||||||||
Trading days prior to the installment date | d | 6 | |||||||||
Convertible, conversion price (in dollars per share) | $ / shares | $ 2.50 | |||||||||
Threshold percentage of stock price trigger | 95% | |||||||||
Convertible, consecutive trading days | d | 5 | |||||||||
Monthly redemption premium, percentage | 5% | |||||||||
2022 Notes, First Closing | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from the issuance of convertible notes | 10,000,000 | |||||||||
2022 Notes, First Closing | Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 10,500,000 | |||||||||
2022 Notes, Second Closing | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Trading days after agreement for issuance | d | 90 |
Interest Expense and Other (Det
Interest Expense and Other (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs | $ 0 | $ 288 | $ 0 | $ 725 |
Amortization of debt discount | 0 | 209 | 0 | 752 |
Convertible note issuance costs | 381 | 0 | 0 | |
Amortization of premiums on marketable securities, net of accretion of discounts | 203 | 53 | 811 | 53 |
Amortization of premiums on marketable securities, net of accretion of discounts | 77 | 0 | 77 | 0 |
Common stock purchase agreement costs | 0 | 0 | 28 | 0 |
Other | 27 | 0 | 41 | 0 |
Interest expense and other | 688 | 919 | 1,338 | 2,871 |
Convertible note | Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Interest | 0 | 134 | 0 | 700 |
Secured Debt | Term loan debt | ||||
Debt Instrument [Line Items] | ||||
Interest | 0 | 235 | 0 | 630 |
Loans Payable | PPP loan | ||||
Debt Instrument [Line Items] | ||||
Interest | $ 0 | $ 0 | $ 0 | $ 11 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||||||||
Dec. 08, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Sep. 15, 2022 $ / shares shares | May 06, 2022 shares | Dec. 31, 2021 $ / shares shares | Aug. 16, 2021 $ / shares shares | Aug. 15, 2021 shares | |
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 | ||||||
Common stock — shares issued (in shares) | 160,837,846 | 160,837,846 | 155,137,237 | |||||||
Common stock — shares outstanding (in shares) | 160,837,846 | 160,837,846 | 155,137,237 | 154,404,302 | ||||||
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 | ||||||
Preferred stock — shares issued (in shares) | 0 | 0 | 0 | |||||||
Preferred stock — shares outstanding (in shares) | 0 | 0 | 0 | 16,383,725 | ||||||
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 | $ | $ 0 | $ 0 | $ 28,000 | $ 0 | ||||||
S-1 Registration | Tumim Stone | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Number of shares authorized to be offered resold (in shares) | 30,865,419 | |||||||||
Tumim Stone | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Issuance of common stock under Common Stock Purchase Agreement (in shares) | 302,634 | |||||||||
Common stock purchase agreement costs | $ | $ 1,583,000 | |||||||||
Derivative asset | $ | 0 | |||||||||
Tumim Stone | 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 shares) | 1,145,000 | |||||||||
Net proceeds from issuance | $ | $ 2,891,000 | |||||||||
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) | 7,666,656 | 7,666,656 | ||||||||
Convertible Note Warrants | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Outstanding warrants (in shares) | 1,750,000 | |||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 3.50 | |||||||||
Warrants and rights outstanding, term | 4 years | |||||||||
Contingent Warrants | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Outstanding warrants (in shares) | 1,750,000 | 1,750,000 | ||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 3.50 | $ 3.50 | ||||||||
Warrants and rights outstanding, term | 4 years | 4 years |
Stockholders' Equity - Outstand
Stockholders' Equity - Outstanding Preferred Shares Converted (Details) | Sep. 30, 2022 shares | Dec. 31, 2021 shares | Aug. 16, 2021 shares | Aug. 15, 2021 shares |
Conversion of Stock [Line Items] | ||||
Preferred stock — shares outstanding (in shares) | 0 | 0 | 16,383,725 | |
Exchange ratio | 3.7208 | |||
Common stock — shares outstanding (in shares) | 160,837,846 | 155,137,237 | 154,404,302 | |
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 | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Net loss attributable to common stockholders | $ (23,624) | $ (26,467) | $ (24,881) | $ (17,393) | $ (11,075) | $ (11,509) | $ (74,972) | $ (39,977) |
Denominator: | ||||||||
Weighted average common shares outstanding - Basic (in shares) | 159,312,203 | 114,891,595 | 156,702,000 | 102,953,263 | ||||
Dilutive effect of potential common shares (in shares) | 0 | 0 | 0 | 0 | ||||
Weighted average common shares outstanding - Diluted (in shares) | 159,312,203 | 114,891,595 | 156,702,000 | 102,953,263 | ||||
Net loss per share attributable to common stockholders - (basic) (in dollars per share) | $ (0.15) | $ (0.15) | $ (0.48) | $ (0.39) | ||||
Net loss per share attributable to common stockholders - (diluted) (in dollars per share) | $ (0.15) | $ (0.15) | $ (0.48) | $ (0.39) |
Net Loss per Share - Anti-Dilut
Net Loss per Share - Anti-Dilutive Common Share Equivalents (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents (in shares) | 58,980,472 | 31,143,932 |
Common stock options issued and outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents (in shares) | 26,082,681 | 29,405,800 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents (in shares) | 13,513,002 | 1,738,132 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents (in shares) | 9,583,322 | 0 |
Conversion of convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents (in shares) | 9,801,467 | 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 21 Months Ended | 108 Months Ended | ||||
May 10, 2022 USD ($) shares | Aug. 16, 2021 USD ($) shares | Sep. 30, 2022 USD ($) plan shares | Sep. 30, 2022 USD ($) plan shares | Sep. 30, 2022 USD ($) plan shares | Sep. 30, 2021 USD ($) shares | Dec. 31, 2022 | Sep. 30, 2022 USD ($) plan shares | Jan. 01, 2032 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of equity incentive plans | plan | 4 | 4 | 4 | 4 | |||||
Payment for options repurchased | $ | $ 0 | $ 1,500,000 | |||||||
Options granted (in shares) | 0 | 0 | 0 | ||||||
Unrecognized compensation expense for stock option grants | $ | $ 6,440,000 | $ 6,440,000 | $ 6,440,000 | $ 6,440,000 | |||||
Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation expense, period for recognition | 1 year 6 months 10 days | ||||||||
RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Awards granted (in shares) | 10,687,686 | ||||||||
Fair value of awards that vested | $ | $ 9,909,000 | ||||||||
Unrecognized compensation expense, period for recognition | 2 years 7 months 28 days | ||||||||
Unrecognized compensation expense for RSU's | $ | $ 53,120,000 | $ 53,120,000 | $ 53,120,000 | $ 53,120,000 | |||||
Employee Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock reserved for future issuance (in shares) | 2,000,000 | ||||||||
Minimum contribution as a percentage of compensation | 1% | ||||||||
Maximum contribution as a percentage of compensation | 10% | ||||||||
Maximum contribution per purchase period | $ | $ 15,000 | ||||||||
Maximum contribution per purchase year | $ | $ 25,000 | ||||||||
Purchase price as a percentage of fair market value | 85% | ||||||||
2016 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total shares authorized (in shares) | 33,121,391 | 33,121,391 | 33,121,391 | 33,121,391 | |||||
Payment for options repurchased | $ | $ 1,500,000 | ||||||||
2016 Plan | Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Expiration period | 10 years | ||||||||
Options repurchased (in shares) | 542,615 | ||||||||
2016 Plan | Options | Tranche one | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentage | 25% | ||||||||
2016 Plan | Options | Tranche two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
2016 Plan | RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Awards granted (in shares) | 1,741,689 | ||||||||
Vesting period | 4 years | ||||||||
2016 Plan | RSUs | Tranche one | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentage | 25% | ||||||||
2016 Plan | RSUs | Tranche two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
2014 Plan | Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Expiration period | 10 years | ||||||||
2014 Plan | Options | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock reserved for future issuance (in shares) | 15,440,430 | ||||||||
Additional shares added to the plan (in shares) | 7,743,413 | ||||||||
Incentive Plan | Forecast | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Annual increase, percentage of outstanding stock maximum | 5% | 3% | |||||||
Incentive Plan | RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Awards granted (in shares) | 16,859,757 | ||||||||
Incentive Plan | RSUs | Existing Employees | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
Incentive Plan | RSUs | Tranche one | New Employees | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentage | 25% | ||||||||
Incentive Plan | RSUs | Tranche two | New Employees | |||||||||
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 | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Outstanding Stock Options | ||||
Beginning balance (in shares) | 29,238,432 | |||
Granted (in shares) | 0 | 0 | 0 | |
Exercised (in shares) | (2,776,029) | |||
Forfeited (in shares) | (323,910) | |||
Expired (in shares) | (55,812) | |||
Ending balance (in shares) | 26,082,681 | 26,082,681 | 29,238,432 | |
Vested and expected to vest (in shares) | 26,082,681 | 26,082,681 | ||
Vested and exercisable (in shares) | 19,644,436 | 19,644,436 | ||
Weighted Average Exercise Price | ||||
Beginning balance (in dollars per share) | $ 0.48 | |||
Granted (in dollars per share) | 0 | |||
Exercised (in dollars per share) | 0.37 | |||
Forfeited (in dollars per share) | 0.57 | |||
Expired (in dollars per share) | 0.17 | |||
Ending balance (in dollars per share) | $ 0.49 | 0.49 | $ 0.48 | |
Vested and expected to vest, weighted average exercise price (in dollars per share) | 0.49 | 0.49 | ||
Vested and exercisable, weighted average exercise price (in dollars per share) | $ 0.45 | $ 0.45 | ||
Stock options additional disclosures | ||||
Options outstanding, weighted average contractual life | 6 years 8 months 1 day | 7 years 4 months 6 days | ||
Vested and expected to vest, weighted average contractual life | 6 years 8 months 1 day | |||
Vested and exercisable, weighted average contractual life | 6 years 3 months 14 days | |||
Options outstanding, aggregate intrinsic value | $ 16,011 | $ 16,011 | $ 127,345 | |
Vested and expected to vest, aggregate intrinsic value | 16,011 | 16,011 | ||
Vested and exercisable, aggregate intrinsic value | $ 12,893 | $ 12,893 |
Stock-Based Compensation - RSU
Stock-Based Compensation - RSU Activity (Details) - RSUs | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Shares | |
Beginning balance (in shares) | shares | 7,434,743 |
Granted (in shares) | shares | 10,687,686 |
Forfeited (in shares) | shares | (1,890,852) |
Vested (in shares) | shares | (2,718,575) |
Ending balance (in shares) | shares | 13,513,002 |
Weighted Average Grant date Fair Value per Share | |
Beginning balance (in dollars per share) | $ / shares | $ 5.80 |
Granted (in dollars per share) | $ / shares | 3.74 |
Forfeited (in dollars per share) | $ / shares | 4.62 |
Vested (in dollars per share) | $ / shares | 5.20 |
Ending balance (in dollars per share) | $ / shares | $ 4.27 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 6,106 | $ 2,292 | $ 18,003 | $ 6,522 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 43 | 0 | 86 | 0 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 1,899 | 665 | 5,167 | 2,062 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 1,239 | 398 | 3,477 | 1,171 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 2,925 | $ 1,229 | $ 9,273 | $ 3,289 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) performance_obligation | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) performance_obligation | Sep. 30, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 767 | $ 127 | $ 2,555 | $ 1,203 |
Prototype sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 652 | 127 | $ 1,182 | 588 |
Number of performance obligations | performance_obligation | 1 | 1 | ||
Development contracts | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 115 | 0 | $ 1,373 | 615 |
Revenue recognized for performance obligation satisfied | $ 115 | $ 0 | $ 1,373 | $ 615 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 767 | $ 127 | $ 2,555 | $ 1,203 |
Recognized at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 652 | 127 | 1,402 | 1,160 |
Recognized over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 115 | 0 | 1,153 | 43 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 130 | 44 | 1,777 | 431 |
Germany | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 12 | 16 | 12 | 516 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 610 | 47 | 730 | 111 |
Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 15 | $ 20 | $ 36 | $ 145 |
Revenue - Contract Liabilities
Revenue - Contract Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Contract liabilities, current | $ 1,518 | $ 2,287 | |
Contract liabilities, noncurrent | 0 | ||
Total | 1,518 | $ 245 | $ 2,918 |
Contract with Customer, Liability [Roll Forward] | |||
Beginning balance | 2,918 | 660 | |
Revenue recognized that was included in the contract liabilities beginning balance | (1,400) | (570) | |
Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period | 0 | 155 | |
Ending balance | $ 1,518 | $ 245 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 13 | $ 0 | $ 39 | $ 0 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
RSUs | ||
Related Party Transaction [Line Items] | ||
Awards granted (in shares) | 10,687,686 | |
Sibling of President and CTO | ||
Related Party Transaction [Line Items] | ||
Cash compensation | $ 121 | $ 100 |
Sibling of President and CTO | RSUs | ||
Related Party Transaction [Line Items] | ||
Awards granted (in shares) | 22,500 | 1,860 |