Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 10, 2024 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-39598 | |
Entity Registrant Name | XOS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1550505 | |
Entity Address, Address Line One | 3550 Tyburn Street | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90065 | |
City Area Code | 818 | |
Local Phone Number | 316-1890 | |
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 | 7,873,364 | |
Amendment Flag | false | |
Entity Central Index Key | 0001819493 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | XOS | |
Security Exchange Name | NASDAQ | |
Common stock public and private warrants | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants, every thirty warrants exercisable for one share of Common Stock at an exercise price of $345.00 per share | |
Trading Symbol | XOSWW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Cash and cash equivalents | $ 46,168 | $ 11,640 |
Restricted cash | 1,115 | 0 |
Accounts receivable, net | 20,320 | 15,142 |
Inventories | 36,621 | 37,843 |
Prepaid expenses and other current assets | 8,577 | 7,070 |
Total current assets | 112,801 | 71,695 |
Property and equipment, net | 13,638 | 14,660 |
Operating lease right-of-use assets, net | 4,587 | 4,991 |
Other non-current assets | 3,954 | 2,338 |
Total assets | 134,980 | 93,684 |
Liabilities | ||
Accounts payable | 2,272 | 2,756 |
Other current liabilities | 20,033 | 16,817 |
Total current liabilities | 22,305 | 19,573 |
Convertible debt, non-current | 19,932 | 19,920 |
Earn-out shares liability | 42 | 39 |
Common stock warrant liability | 563 | 395 |
Other non-current liabilities | 24,332 | 8,561 |
Total liabilities | 67,174 | 48,488 |
Commitments and contingencies (Note 13) | ||
Stockholders’ Equity | ||
Common Stock $0.0001 par value, authorized 1,000,000 shares, 7,750 and 5,941 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 1 | 1 |
Preferred Stock $0.0001 par value, authorized 10,000 shares, 0 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 0 | 0 |
Additional paid-in capital | 232,069 | 198,456 |
Accumulated deficit | (164,264) | (153,261) |
Total stockholders’ equity | 67,806 | 45,196 |
Total liabilities and stockholders’ equity | $ 134,980 | $ 93,684 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, issued (in shares) | 7,750,000 | 5,941,000 |
Common stock outstanding (in shares) | 7,750,000 | 5,941,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Income Statement [Abstract] | |||
Revenues | $ 13,162 | $ 4,697 | |
Cost of goods sold | 10,374 | 5,574 | |
Gross profit (loss) | 2,788 | (877) | |
Operating expenses | |||
General and administrative | 8,959 | 11,599 | |
Research and development | 3,074 | 5,749 | |
Sales and marketing | 998 | 1,804 | |
Total operating expenses | 13,031 | 19,152 | |
Loss from operations | (10,243) | (20,029) | |
Other expense, net | (584) | (4,151) | |
Change in fair value of derivative instruments | (168) | (97) | |
Change in fair value of earn-out shares liability | (3) | (52) | |
Loss before provision for income taxes | (10,998) | (24,329) | |
Provision for income taxes | 5 | 2 | |
Net loss | (11,003) | (24,331) | |
Marketable debt securities, available-for-sale | |||
Change in net unrealized gain, net of tax of $0, for the three months ended March 31, 2024 and 2023 | 0 | 402 | |
Total comprehensive loss | $ (11,003) | $ (23,929) | |
Net loss per share | |||
Net loss per share — basic (in dollar per share) | [1] | $ (1.80) | $ (4.32) |
Net loss per share — diluted (in dollar per share) | [1] | $ (1.80) | $ (4.32) |
Weighted average shares outstanding | |||
Weighted average shares outstanding — basic (in shares) | [1] | 6,108 | 5,628 |
Weighted average shares outstanding — diluted (in shares) | [1] | 6,108 | 5,628 |
[1]Shares for the three months ended March 31, 2023 have been retrospectively adjusted for the 1-for-30 reverse stock split that occurred on December 6, 2023. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Income Statement [Abstract] | ||
Change in net unrealized gain (loss), tax | $ 0 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | |
Beginning balance (in shares) at Dec. 31, 2022 | [1] | 5,627,000 | ||||
Beginning balance at Dec. 31, 2022 | $ 112,075 | $ 1 | $ 190,231 | $ (77,418) | $ (739) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock based compensation expense | 1,987 | 1,987 | ||||
Issuance of common stock for vesting of restricted stock units (in shares) | [1] | 53,000 | ||||
Shares withheld related to net share settlement of stock-based awards (in shares) | [1] | (19,000) | ||||
Shares withheld related to net share settlement of stock-based awards | (382) | (382) | ||||
Net and comprehensive income (loss) | (23,929) | (24,331) | 402 | |||
Ending balance (in shares) at Mar. 31, 2023 | [1] | 5,661,000 | ||||
Ending balance at Mar. 31, 2023 | $ 89,751 | $ 1 | 191,836 | (101,749) | (337) | |
Beginning balance (in shares) at Dec. 31, 2023 | 5,941,000 | 5,941,000 | ||||
Beginning balance at Dec. 31, 2023 | $ 45,196 | $ 1 | 198,456 | (153,261) | 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock options exercised (in shares) | 20,659,000 | 21,000 | ||||
Stock based compensation expense | $ 1,968 | 1,968 | ||||
Issuance of common stock for vesting of restricted stock units (in shares) | 30,000 | |||||
Shares withheld related to net share settlement of stock-based awards (in shares) | (14,000) | |||||
Shares withheld related to net share settlement of stock-based awards | (258) | (258) | ||||
Issuance of common stock for ElectraMeccanica acquisition (in shares) | 1,766,000 | |||||
Issuance of common stock for ElectraMeccanica acquisition | 31,856 | 31,856 | ||||
Issuance of common stock for commitment shares under Standby Equity Purchase Agreement (in shares) | 6,000 | |||||
Issuance of common stock for commitment shares under the Standby Equity Purchase Agreement | 47 | 47 | ||||
Net and comprehensive income (loss) | $ (11,003) | (11,003) | ||||
Ending balance (in shares) at Mar. 31, 2024 | 7,750,000 | 7,750,000 | ||||
Ending balance at Mar. 31, 2024 | $ 67,806 | $ 1 | $ 232,069 | $ (164,264) | $ 0 | |
[1]Shares have been retrospectively adjusted for the 1-for-30 reverse stock split that occurred on December 6, 2023. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders’ Equity (Parenthetical) | Dec. 06, 2023 |
Statement of Stockholders' Equity [Abstract] | |
Reverse stock split ratio | 0.0333 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
OPERATING ACTIVITIES: | |||
Net loss | $ (11,003) | $ (24,331) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 913 | 1,000 | |
Amortization of right-of-use assets | 404 | 383 | |
Amortization of debt discounts and issuance costs | 12 | 1,798 | |
Amortization of insurance premiums | 725 | 1,218 | |
Inventory reserve | (803) | (471) | |
Impairment of assets held for sale | 0 | 1,039 | |
Change in fair value of derivative instruments | 168 | 97 | |
Change in fair value of earn-out shares liability | 3 | 52 | |
Net realized losses on marketable debt securities, available-for-sale | 0 | 91 | |
Stock-based compensation expense | 2,006 | 2,012 | |
Other non-cash items | 430 | (475) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (5,198) | 1,268 | |
Inventories | 2,110 | 1,064 | |
Prepaid expenses and other current assets | (1,104) | (1,791) | |
Other assets | 120 | (222) | |
Accounts payable | (1,272) | 635 | |
Other liabilities | (2,100) | 1,307 | |
Net cash used in operating activities | (14,589) | (15,326) | $ (39,300) |
INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (30) | (253) | |
Proceeds from sales and maturities of marketable debt securities, available-for-sale | 0 | 23,065 | |
Net cash acquired in acquisition of ElectraMeccanica Vehicles Corp. | 51,355 | 0 | |
Net cash provided by investing activities | 51,325 | 22,812 | |
FINANCING ACTIVITIES: | |||
Principal payment of equipment leases | (569) | (600) | |
Proceeds from short-term insurance financing note | 451 | 2,187 | |
Payment for short-term insurance financing note | (764) | (1,427) | |
Payments of convertible notes and prepayment premiums | 0 | (9,450) | |
Taxes paid related to net share settlement of stock-based awards | (258) | (382) | |
Proceeds from issuance of common stock under Standby Equity Purchase Agreement | 47 | 0 | |
Net cash used in financing activities | (1,093) | (9,672) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 35,643 | (2,186) | |
Cash, cash equivalents and restricted cash, beginning of period | 11,640 | 38,675 | 38,675 |
Cash, cash equivalents and restricted cash, end of period | 47,283 | 36,489 | 11,640 |
Reconciliation of Cash, Cash Equivalents and Restricted Cash to Unaudited Condensed Consolidated Balance Sheets: | |||
Cash and cash equivalents | 46,168 | 36,489 | 11,640 |
Restricted cash | 1,115 | 0 | 0 |
Total cash, cash equivalents and restricted cash | 47,283 | 36,489 | $ 11,640 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 0 | 980 | |
Cash paid for income taxes | 16 | 0 | |
Supplemental disclosure of non-cash investing and financing activities | |||
Purchase of property and equipment in accounts payable | (16) | 2 | |
Net assets acquired in acquisition of ElectraMeccanica Vehicles Corp. | 54,630 | 0 | |
Xos common stock issued in exchange for ElectraMeccanica Vehicles Corp. | $ (31,856) | $ 0 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Xos, Inc. and its wholly owned subsidiaries (collectively, the “Company” or “Xos”) is a leading fleet electrification solutions provider committed to the decarbonizatio n of commercial transportation. Xos designs and manufactures Class 5-8 battery-electric commercial vehicles that travel on last-mile, back-to-base routes of up to 200 miles per day. Xos also offers charging infrastructure products and services through Xos Energy Solutions™ to support electric vehicle fleets. The Company’s proprietary fleet management software, Xosphere™, integrates vehicle operation and vehicle charging to provide commercial fleet operators a more seamless and cost-efficient vehicle ownership experience than traditional internal combustion engine counterparts. Xos developed the X-Platform (its proprietary, purpose-bui lt vehicle chassis platform) and the X-Pack (its proprietary battery system) specifically for the medium- and heavy-duty commercial vehicle segment with a focus on last-mile commercial fleet operations. Xos’ “Fleet-as-a-Service” package offers customers a comprehensive suite of commercial products and services to facilitate electric fleet operations and seamlessly transition their traditional combustion-engine fleets to battery-electric vehicles. Business Combination Xos, Inc. was initially incorporated on July 29, 2020 as a Cayman Islands exempted company under the name “NextGen Acquisition Corporation” (“NextGen”). On August 20, 2021, the transactions contemplated by the Agreement and Plan of Merger, as amended on May 14, 2021, by and among NextGen, Sky Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of NextGen (“Merger Sub”), and Xos, Inc., a Delaware corporation (now known as Xos Fleet, Inc., “Legacy Xos”), were consummated (the “Closing”), whereby Merger Sub merged with and into Legacy Xos, the separate corporate existence of Merger Sub ceased and Legacy Xos became the surviving corporation and a wholly owned subsidiary of NextGen (such transaction the “Merger” and, collectively with the Domestication, the “Business Combination”), and Xos became the publicly traded entity listed on Nasdaq. ElectraMeccanica Acquisition On January 11, 2024, the Company and ElectraMeccanica Vehicles Corp. (“ElectraMeccanica”) entered into an arrangement agreement, as amended on January 31, 2024 (the “Arrangement Agreement”), pursuant to which the Company acquired all of the issued and outstanding common shares of ElectraMeccanica pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (British Columbia) (the “Arrangement”). Subject to the terms and conditions set forth in the Arrangement Agreement and the Plan of Arrangement, each ElectraMeccanica Share outstanding immediately prior to the effective time of the Arrangement (other than the shares held by ElectraMeccanica shareholders who have exercised rights of dissent in respect of the Arrangement) would be transferred to the Company in exchange for such number of shares of the Company’s Common Stock, as provided for in the Arrangement Agreement. The Arrangement was consummated on March 26, 2024. Subject to the terms and conditions set forth in the Arrangement Agreement and the Plan of Arrangement, on March 26, 2024, each ElectraMeccanica Share outstanding immediately prior to the effective time of the Arrangement was converted automatically into the right to receive 0.0143739 of a share of the Company’s Common Stock, for total consideration of 1,766,388 shares of Common Stock. The Company’s liquidity will be supplemented by accessing ElectraMeccanica's cash balance, which was approximately $50.2 million (excluding severance related costs paid at closing) as of the effective date of the Arrangement. Risks and Uncertainties In recent years, the United States and other significant markets have experienced cyclical downturns and worldwide economic conditions remain uncertain. Global general economic and political conditions, such as recession, inflation, uncertain credit and global financial markets, including recent and potential bank failures, health crises, supply chain disruption, fuel prices, international currency fluctuations, and geopolitical events such as local and national elections, corruption, political instability and acts of war or military conflict including repercussions of the wars between Russia and Ukraine and in Israel, or terrorism, make it difficult for our customers and us to accurately forecast and plan future business activities, and could cause our customers to slow spending on our products and services or impact their ability to make timely payments. A weak or declining economy could also strain our suppliers, possibly resulting in supply disruption. In addition, there is a risk that our current or future suppliers, service providers, manufacturers or other partners may not survive such difficult economic times, which would directly affect our ability to attain our operating goals on schedule and on budget. The ultimate impact of current economic conditions on the Company is uncertain, but it may have a material negative impact on the Company’s business, operating results, cash flows, liquidity and financial condition. Additionally, ongoing geopolitical events, such as the military conflicts between Russia and Ukraine and in Israel and related sanctions, may increase the severity of supply chain disruptions and further hinder our ability to source inventory for our vehicles. The conflict continues to evolve and its ultimate impact on the Company is uncertain, but a prolonged conflict may have a material negative impact on the Company’s business, operating results, cash flows, liquidity and financial condition. Although the Company has used the best current information available to it in its estimates, actual results could materially differ from the estimates and assumptions developed by management. Liquidity As an early stage growth company, the Company has incurred net losses and cash outflows since its inception. The Company will continue to incur net losses and cash outflows in accordance with its operating plan as the Company continues to scale its operations to meet anticipated demand and establish its Fleet-as-a-Service offering. As a result, the Company’s ability to access capital is critical and until the Company can generate sufficient revenue to cover its operating expenses, working capital and capital expenditures, the Company will need to raise additional capital in order to fund and scale its operations. The Company may raise additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing, including through asset-based lending and/or receivable financing. The Company’s ability to raise or access capital when needed is not assured and, if capital is not available to the Company when, and in the amounts, needed, the Company could be required to delay, scale back or abandon some or all of its development programs and other operations, which could materially harm its business, prospects, financial condition and operating results. Global general economic conditions continue to be unpredictable and challenging in many sectors, with disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from the effects of potential recessions, rising inflation rates, including potential bank failures, supply chain disruption, fuel prices, international currency fluctuations, and geopolitical events such as local and national elections, corruption, political instability and acts of war or military conflict including repercussions of the wars between Russia and Ukraine and in Israel, or terrorism. As of March 31, 2024, the Company’s principal sources of liquidity were its cash and cash equivalents aggregating to $46.2 million . Cash and cash equivalents as of March 31, 2024 reflects the consummation of the Arrangement with ElectraMeccanica on March 26, 2024. The Company’s short- and long-term uses of cash are for working capital and to pay interest and principal on its debt. The Company has incurred losses since inception and had negative cash flow from operating activities of $14.6 million and $15.3 million for the three months ended March 31, 2024 and March 31, 2023, respectively, and $39.3 million for the year ended December 31, 2023. As an early-stage growth company, the Company's ability to access capital is critical. The Company has secured and intends to employ various strategies to obtain the required funding for future operations such as continuing to access capital through the Yorkville SEPA (defined below in Note 9 - Equity ) and other capital raising strategies such as debt financing, other non-dilutive financing and/or equity financing, including through asset-based lending and/or receivable financing. The consolidated financial information does not include any adjustments that might result from the outcome of this uncertainty. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, the Company is currently evaluating different strategies to obtain the required funding for future operations. The Company has plans to secure and intend to employ various strategies to raise additional capital, such as through the SEPA and other capital raising strategies such as a combination of debt financing, other non-dilutive financing and/or equity financing, including through asset-based lending and/or receivabl e financing. However, the ability to access the SEPA is dependent on trading volumes and the market price of Xos’ Common Stock. Furthermore, the Company's access to capital under the SEPA is not available as of the date of this filing and will not be available until the Company files with the SEC a post-effective amendment to the Registration Statement on Form S-1 filed on July 27, 2023. Additionally, collection on the Company’s outstanding accounts receivable will provide additional source of liquidity. Based on the Company’s ability to raise funds through the strategies described above, the consummation of the Arrangement with ElectraMeccanica and Xos’ cash and cash equivalents as of March 31, 2024 , the Company has concluded that it is probable that such proceeds would provide sufficient liquidity to complete the integration of ElectraMeccanica and fund operations for the next twelve months following the date of this Report. As a result, it is probable that Xos’ plans alleviate the substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance of the condensed consolidated interim financial statements. Supply Chain Disruptions While the Company’s ability to source certain critical inventory items has been steadily improving since prior years, it is still experiencing long-standing negative effects from global economic conditions, and expects such effects to continue in varying degrees for the foreseeable future. The Company has also observed, and expects to be impacted by, sporadic and unpredictable shortages for specific components, primarily in power electronics and harnesses, and disruptions to the supply of components. Fluctuating fuel prices and geopolitical conflicts have compounded ongoing supply and demand pressures for shipping, resulting in port congestion, higher freight fees and longer transit times. Despite these disruptions, the Company’s supply chain team continues to employ mitigating strategies to effectively source inventory for its vehicles. The team has continued working with vendors to find alternative solutions to overcome these constraints and, where appropriate, working to find alternate sources of supply for critical components, including placing orders in advance of projected need to ensure availability of materials in time to meet growing production plans. |
Basis of Presentation, Summary
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements The following is a summary of the significant accounting policies consistently applied in the preparation of the accompanying unaudited condensed consolidated financial statements: Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. They do not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (primarily consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022 presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 29, 2024. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenues and expenses during the reporting periods. The areas with significant estimates and judgments include, among others, inventory valuation, incremental borrowing rates for assessing operating and financing lease liabilities, useful lives of property and equipment, stock-based compensation, product warranty liability, and valuation of convertible debt and related embedded derivatives, common stock warrant liability and earn-out shares liability. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to the Company’s financial statements. Accounts Receivable, Net The Company records unsecured and non-interest bearing accounts receivable at the gross invoice amount, net of any allowance for expected credit losses. The Company maintains its allo wance for expected credit losses at a level considered adequate to provide for potential account losses on the balance based on management’s evaluation of past losses, current customer conditions, and the anticipated impact of current economic conditions. The Company recorded an allowance for expected credit losses of $82,000 and $62,000 as of March 31, 2024 and December 31, 2023 , respectively. The Company provides customers with a product warranty that assures that the products meet standard specifications and are free for periods typically between 2 to 5 years. The Company accrues warranty reserve for the products sold, which includes its best estimate of the projected costs to repair or replace items under warranties and recalls if identified. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain given the Company’s relatively short history of sales, and changes to its historical or projected warranty experience may cause material changes to the warranty reserve in the future. Claims incurred under the Company’s standard product warranty programs are recorded based on open claims. The Company recorded warranty liability within other current liabilities in the consolidated balance sheets as of March 31, 2024 and December 31, 2023. The reconciliation of the change in the Company’s product liability balances during the three months ended March 31, 2024 and 2023 consisted of the following (in thousands) : Three Months Ended March 31, 2024 2023 Warranty liability, beginning of period $ 1,306 $ 1,099 Reduction in liability (payments) (522) (216) Increase in liability 415 272 Warranty liability, end of period $ 1,199 $ 1,155 Concentrations of Credit and Business Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of March 31, 2024 and 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. During the three months ended March 31, 2024, one customer accounted for 52% of the Company’s revenues. During the three months ended March 31, 2023, one customer accounted for 82% of the Company’s revenues. As of March 31, 2024, two customers accounted for 36% and 10% of the Company’s accounts receivable. As of December 31, 2023, one customer accounted for 52% of the Company’s accounts receivable. Concentration of Supply Risk The Company is dependent on its suppliers, the majority of which are single-source suppliers, and the inability of these suppliers to deliver necessary components of its products according to the schedule and at prices, quality levels and volumes acceptable to the Company, or its inability to efficiently manage these components, could have a material adverse effect on the Company’s results of operations and financial condition. Defined Contribution Plan We have a 401(k) savings plan that is intended to qualify as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) savings plan, participating employees are auto enrolled to 3% of their eligible compensation, subject to certain limitations. We did not make any contributions to the 401(k) savings plan during the three months ended March 31, 2024 and 2023. Recent Accounting Pronouncements Issued and not yet Adopted: In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires incremental segment information disclosure on an annual and interim basis. This amendment includes disclosure of significant segment expenses which are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss; other segment items by reportable segment and a description of its composition; reportable segment’s profit or loss and assets; additional measures of segment profit or loss if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance, and the title and position of the entity’s CODM and how the CODM uses the reported measures of segment profit or loss in assessing segment performance and determining resource allocation. The Company with a single reportable segment is required to provide all the disclosures from this amendment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and should be applied retrospectively. The Company is evaluating the impact of this amendment to the related financial statement disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires incremental annual income tax disclosures. This amendment includes disclosures of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold; income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions that meet a quantitative threshold; income (or loss) from continuing operations before income tax expenses (or benefit) disaggregated between domestic and foreign; and income tax expense (or benefit) from continuing operations disaggregated by federal, state and foreign. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively (with retrospective application permitted). The Company is evaluating the impact of this amendment to the related financial statement disclosures. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements or notes thereto. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregated revenues by major source for the three months ended March 31, 2024 and 2023 consisted of the following ( in thousands ): Three Months Ended March 31, 2024 2023 Product and service revenue Stepvans & vehicle incentives (1) $ 11,585 $ 4,262 Powertrains 422 5 Fleet-as-a-Service 628 166 Total product revenue 12,635 4,433 Ancillary revenue 527 264 Total revenues $ 13,162 $ 4,697 ___________ (1) Amounts are net of returns and allowances. Stepvans & vehicle incentives includes revenue generated from leasing. |
Acquisition of ElectraMeccanica
Acquisition of ElectraMeccanica | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition of ElectraMeccanica | Acquisition of ElectraMeccanica On March 26, 2024, Xos completed the acquisition of all of the issued and outstanding common shares of ElectraMeccanica, in exchange for the issuance of 1,766,388 Xos common stock with par value of $0.0001. The transfer of common shares resulted in approximately 79% and 21% ownership of Xos by Xos stockholders and ElectraMeccanica shareholders, respectively. The Company accounted for the acquisition of ElectraMeccanica as an asset acquisition in accordance with Accounting Standards Codification Topic 805-50, Acquisition of Assets Rather than a Business , because the acquired set of assets and activities does not include a substantive process. Therefore, the acquired set of assets and activities does not meet the definition of a business. This determination was made with key judgments including the following: • ElectraMeccanica has discontinued, recalled, and repurchased all previously sold three-wheeled electric vehicles (the “SOLO”), because of a loss of propulsion issue that resulted in the vehicles being under a “do not drive” order from the National Highway Traffic Safety Association. All in-process research and development (“IPR&D”) projects to commercialize the SOLO or a new four-wheeled electric (the “E4”) have been terminated by ElectraMecannica. The IPR&D related to SOLO and E4 has nominal value and require significant time, cost, and engineering efforts to commercialize. • The majority of the assembled workforce is performing administrative tasks or working on the destruction of the remaining inventory and closing of leased facilities. The acquired assembled workforce does not contain sufficient engineers with the knowledge and skill set to commercialize ElectraMeccanica’s terminated IPR&D projects. Accordingly, the purchase consideration provided by Xos to effect the acquisition has been allocated to the acquired assets and assumed liabilities based upon their relative fair values. The following table summarizes the acquisition of ElectraMeccanica on March 26, 2024: Purchase consideration (1) $ (35,588) Assets acquired Cash and cash equivalents $ 50,240 Restricted cash 1,115 Prepaid expenses and other current assets 1,539 Other non-current assets 1,736 Total identifiable assets acquired $ 54,630 Liabilities assumed Accounts payable $ (804) Other current liabilities (2) (1,903) Other non-current liabilities (2) (16,335) Total liabilities assumed $ (19,042) Net assets acquired and liabilities assumed $ 35,588 (1) As a result of the asset acquisition accounting, the transaction costs associated with the acquisition (2) The Company assumed two lease facilities in connection with the ElectraMeccanica acquisition which are reflected in other current liabilities and other non-current liabilities of approximately $1.2 million and $16.0 million, respectively. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventory amounted to $36.6 million and $37.8 million, respectively, as of March 31, 2024 and December 31, 2023 and consisted of the following (in thousands) : March 31, 2024 December 31, 2023 Raw materials $ 29,498 $ 30,357 Work in process 4,169 3,033 Finished goods 2,954 4,453 Total inventories $ 36,621 $ 37,843 Inventories as of March 31, 2024 and December 31, 2023 were comprised of raw materials, work in process related to the production of vehicles for sale and finished goods inventory including vehicles in transit to fulfill customer orders, new vehicles, new vehicles awaiting final pre-delivery quality review inspection, and Energy Services products available for sale. |
Selected Balance Sheet Data
Selected Balance Sheet Data | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Selected Balance Sheet Data | Selected Balance Sheet Data Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets as of March 31, 2024 and December 31, 2023 consisted of the following ( in thousands ): March 31, 2024 December 31, 2023 Prepaid inventories $ 2,473 $ 1,745 Prepaid expenses and other (1) 4,328 2,796 Contract assets 400 811 Financed insurance premiums 968 1,310 Assets held for sale 408 408 Total prepaid expenses and other current assets $ 8,577 $ 7,070 ____________ (1) Primarily relates to assets acquired in connection with the ElectraMeccanica acquisition, prepaid licenses and subscriptions, prepaid insurance and other receivables. Other Current Liabilities Other current liabilities as of March 31, 2024 and December 31, 2023 consisted of the following (in thousands) : March 31, 2024 December 31, 2023 Accrued expenses and other (1) $ 10,428 $ 7,435 Contract liabilities 332 690 Customer deposits 2,113 2,364 Warranty liability 1,199 1,306 Equipment notes payable, current 363 350 Short-term insurance financing notes 690 1,003 Operating lease liabilities, current 2,862 1,664 Finance lease liabilities, current 2,046 2,005 Total $ 20,033 $ 16,817 ____________ (1) Primarily relates to the liabilities assumed in connection with the ElectraMeccanica acquisition, accrued inventory purchases, personnel costs, wages, health benefits, vacation and other accruals. Revenue recognized from the customer deposits balance for the three months ended March 31, 2024 and 2023 was $0.3 million and $0.2 million, respectively. Revenue recognized for the year ended December 31, 2023 from the customer deposits balance as of December 31, 2022 was $0.4 million. Other Non-Current Liabilities Other non-current liabilities as of March 31, 2024 and December 31, 2023 consisted of the following ( in thousands ): March 31, 2024 December 31, 2023 Accrued interest expense and other $ 3,777 $ 2,985 Equipment notes payable, non-current 497 593 Operating lease liabilities, non-current 19,113 3,511 Finance lease liabilities, non-current 945 1,472 Total other non-current liabilities $ 24,332 $ 8,561 |
Earn-out Shares Liability
Earn-out Shares Liability | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Earn-out Shares Liability | Earn-out Shares Liability The Company has a contingent obligation to issue 540,000 shares (the “Earn-out Shares”) of Common Stock and grant 8,700 restricted stock units (“Earn-out RSUs”) to certain stockholders and employees upon the achievement of certain market share price milestones within specified periods following the Business Combination on August 20, 2021. As adjusted for Xos’ 1-for-30 reverse stock split that occurred on December 6, 2023, the Earn-out Shares will be issued in tranches based on the following conditions: i. If the volume-weighted average closing share price (“VWAP”) of the Common Stock equals or exceeds $420.00 per share for any 10 trading days within any consecutive 20-trading day period between the merger closing date and the five year anniversary of such closing date (“Earn-out Period”), then the Company is required to issue an aggregate of 180,000 shares (“Tranche 1 Earn-out Shares”) of Common Stock to holders with the contingent right to receive Earn-out Shares (excluding any Earn-out RSUs). If after Closing and during the Earn-out Period, there is a Change in Control (as defined in the Merger Agreement), the Company is required to issue Tranche 1 Earn-out Shares when the value per share of the Company is equal to or greater than $420.00 per share, but less than $600.00. If there is a change in control where the value per share of common stock is less than $420.00, then the Earn-out Shares shall terminate prior to the end of the Earn-out Period and no common stock shall be issuable. ii. If the VWAP of the Common Stock equals or exceeds $600.00 per share for any 10 trading days within any consecutive 20-trading day period during the Earn-out Period, then the Company is required to issue an aggregate of 180,000 shares (“Tranche 2 Earn-out Shares”) of Common Stock to holders with the contingent right to receive Earn-out Shares (excluding any Earn-out RSUs). If after Closing and during the Earn-out Period, there is a Change in Control (as defined in the Merger Agreement), the Company is required to issue Tranche 2 Earn-out Shares when the value per share of the Company is equal to or greater than $600.00 per share, but less than $750.00. iii. If the VWAP of the Common Stock equals or exceeds $750.00 per share for any 10 trading days within any consecutive 20-trading day period during the Earn-out Period, then the Company is required to issue an aggregate of 180,000 shares (“Tranche 3 Earn-out Shares”) of Common Stock to holders with the contingent right to receive Earn-out Shares (excluding any Earn-out RSUs). If after Closing and during the Earn-out Period, there is a Change in Control (as defined in the Merger Agreement), the Company is required to issue Tranche 3 Earn-out Shares when the value per share of the Company is equal to or greater than $750.00 per share. Pursuant to the guidance under ASC 815, Derivatives and Hedging , the right to Earn-out Shares was classified as a Level 3 fair value measurement liability, and the increase or decrease in the fair value during the reporting period is recognized in the condensed consolidated statement of operations accordingly. The fair value of the Earn-out Shares liability was estimated using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of a peer group of public companies. As of March 31, 2024 and December 31, 2023, the fair value of the Earn-out Shares liability was estimated to be $42,000 and $39,000, respectively. The Company recognized a loss on the change in fair value in Earn-out Shares liability of $3,000 and $52,000 in its condensed consolidated statements of operations and comprehensive loss during the three months ended March 31, 2024 and 2023, respectively. The allocated fair value to the Earn-out RSU component, which is covered by ASU 718, Compensation — Stock Compensation, is recognized as stock-based compensation expense over the vesting period commencing on the grant date of the award. |
Convertible Notes
Convertible Notes | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes Convertible Debentures On August 9, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”) for the issuance of convertible debentures, convertible into shares of Common Stock subject to certain conditions and limitations, in the principal amount of up to $35 million. Such convertible debentures were amended on June 22, 2023 (as amended, the “Convertible Debentures”). On August 11, 2022, pursuant to the Securities Purchase Agreement, the Company sold and issued a Convertible Debenture to Yorkville in the principal amount of $20.0 million. On September 21, 2022, pursuant to the Securities Purchase Agreement, the Company sold and issued an additional Convertible Debenture to Yorkville in the principal amount of $15.0 million. Yorkville used commercially reasonable efforts to convert $2.0 million during each 30-day period beginning on September 9, 2022, provided that certain conditions were satisfied as of each such period. The Convertible Debentures incurred interest at an annual rate of 6%, payable at maturity. Pursuant to the terms of the Securities Purchase Agreement, in July 2023, the Company elected to extend the maturity date of the Convertible Debentures from November 11, 2023 to February 11, 2024. The interest rate increased to an annual rate of (i) 10% upon the occurrence and during the continuance of an event of default, and (ii) 7.5% for so long as any “Registration Event” (as defined in the Convertible Debentures) remained in effect in accordance with the Registration Rights Agreement (described below). The Convertible Debentures provided a conversion right, in which any portion of the principal amount of the debt, together with any accrued but unpaid interest, could be converted into the Common Stock at a conversion price equal to the lower of (i) $2.4733 (prior to the reverse stock split described at Note 9 - Equity , below) or (ii) 97% of the lowest daily volume weighted average price (“VWAP”) of the Common Stock during the three consecutive trading days immediately preceding the conversion (but not lower than a certain floor price (“Floor Price”) that was subject to further adjustment in accordance with the terms of the Convertible Debentures). The Floor Price at the time of payoff on December 4, 2023 was $0.59. The Convertible Debentures could not be converted into shares of Common Stock to the extent such conversion would result in Yorkville and its affiliates having beneficial ownership of more than 9.99% of the then outstanding shares of Common Stock, provided that this limitation could be waived by the investor upon not less than 65 days’ prior notice to the Company. The Convertible Debentures provided the Company, subject to certain conditions, with a redemption right pursuant to which the Company, upon 10 business days’ prior notice to Yorkville, could redeem, in whole or in part, any of the outstanding principal and interest thereon at a redemption price equal to (i) the principal amount being redeemed, (ii) all accrued and unpaid interest under the applicable Convertible Debenture, and (iii) a redemption premium of 5% of the principal amount being redeemed. The Convertible Debentures included a monthly prepayment provision that was triggered if (i) the daily VWAP of the Company’s Common Stock was less than the Floor Price for 5 consecutive trading days or (ii) the Company issued pursuant to the Convertible Debentures in excess of 95% of the Common Stock available under the Exchange Cap, as defined in the Convertible Debentures. If this provision was triggered, the Company was required to make monthly payments, beginning on the 10th calendar day after the triggering date, of up to $4.0 million of principal (subject to a redemption premium of 5%) plus accrued and unpaid interest, subject to certain conditions (“Prepayments”). The monthly Prepayment requirement would cease if (i) the Company provided Yorkville a reset notice reducing the Floor Price, limited to no more than 85% of the closing price on the trading day immediately prior to the notice and not less than $0.50 or (ii) the daily VWAP is greater than the Floor Price for 3 consecutive trading days. In the event the monthly Prepayment provision was triggered by the issuance in excess of 95% of the Common Stock available under the Exchange Cap, the monthly Prepayment requirement would cease on the date the Company obtained stockholder approval to increase the number of shares of Common Stock available under the Exchange Cap and/or the Exchange Cap no longer applied. The monthly Prepayment requirement will cease upon the payment in full of all obligations under the Convertible Debentures. The Company and Yorkville entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company is required to file a registration statement registering the resale by Yorkville of any shares of the Company’s Common Stock issuable upon conversion of the Convertible Debentures. The Company filed the initial registration statement on September 8, 2022 and received notice of effectiveness on September 19, 2022. On June 22, 2023, the Company and Yorkville entered into the Side Letter (the “Side Letter”) to the Securities Purchase Agreement, pursuant to which the Company and Yorkville agreed, among other things, to remove the restriction on the Company’s ability to effect an advance under the SEPA, provided that for so long as any principal and interest remained outstanding under the Convertible Debentures, the Company may only (i) effect an advance under the SEPA if (x) the daily VWAP of the Common Stock is less than the Floor Price for five consecutive trading days, or (y) the Company has issued pursuant to the Convertible Debentures in excess of 95% of the shares of the Common Stock available under the Exchange Cap and has not been cured in accordance with clause (A), (B), or (C) of Section 2(a) of the Convertible Debentures, and (ii) designate an Option 1 Advance Amount under the SEPA. Pursuant to the Side Letter, the proceeds from any advance shall offset an equal amount outstanding under the Convertible Debentures as an optional redemption. During each calendar month, any portion of such proceeds that would result in the cumulative reduction to the outstanding principal under the Convertible Debentures by more than $3.0 million (“Excess Proceeds”) shall be split such that 75% of such Excess Proceeds is paid to the Company pursuant to the terms of the SEPA and 25% of such Excess Proceeds is applied as an optional redemption on the Convertible Debentures. Each monthly Prepayment amount under the Convertible Debentures shall be reduced by any such proceeds applied as an optional redemption in the 30 days prior to the applicable monthly Prepayment date. In July 2023, pursuant to the terms of the Securities Purchase Agreement, Xos elected to extend the maturity date of the Convertible Debentures from November 11, 2023 to February 11, 2024. The derivative liabilities associated with the Convertible Debentures remained in effect until such time as the underlying convertible notes were exercised or terminated (see Note 10 - Derivative Instruments ). As of March 31, 2024 and December 31, 2023, there were no derivative liabilities recorded on the Company’s condensed consolidated balance sheet as the Convertible Debentures were fully repaid on December 4, 2023. The Company received proceeds, net of a 2% original issuance discount, of $34.3 million from Yorkville. Debt issuance costs of $0.3 million were recorded at inception of the Convertible Debentures. Debt discount and issuance costs are amortized through the maturity date of the debenture using the effective interest rate method. The Convertible Debentures were not included in the computation of either basic or diluted earnings per share (“EPS”) for the three months ended March 31, 2023 in Note 16 — Net Loss per Share , because the financial instrument did not represent participating securities. Further, the Convertible Debentures are not included in diluted EPS because the Company reported a net loss from continuing operations for the three months ended March 31, 2023 ; thus, including these financial instruments would have an antidilutive effect on EPS. As of March 31, 2024 and December 31, 2023, there was no principal balance recorded as the Convertible Debentures were fully repaid on December 4, 2023. Amortization of debt discounts and issuance costs, recorded in other expense, net, for the three months ended March 31, 2024 and 2023 totaled $0.0 million and $1.8 million, respectively. The Company recorded interest expense of $0.0 million and $0.4 million in other expense, net related to the Convertible Debentures during the three months ended March 31, 2024 and 2023, respectively. Convertible Promissory Note On August 9, 2022, the Company entered into a note purchase agreement (the “Note Purchase Agreement”) with Aljomaih Automotive Co. (“Aljomaih”) under which the Company agreed to sell and issue to Aljomaih a convertible promissory note with a principal amount of $20.0 million. On August 11, 2022, pursuant to the Note Purchase Agreement, the Company sold and issued $20.0 million in principal amount of a convertible promissory note (the “Original Note”) to Aljomaih. On September 28, 2022, the Company and Aljomaih agreed to amend and restate the Original Note (as amended and restated, the “Note”) to, among other things, adjust the calculation of the shares of the Company’s Common Stock issuable as interest, as described further below. The Note, which matures on August 11, 2025, bears interest at a rate of 10.0% per annum, payable at maturity in validly issued, fully paid and non-assessable shares of Common Stock (“Interest Shares”), unless earlier converted or paid. If the 10-day VWAP ending on the trading day immediately prior to the applicable payment date is greater than or equal to the Nasdaq Minimum Price (as defined in the Note) or the Company has received the requisite approval from its stockholders, the number of Interest Shares to be issued will be calculated based on the 10-day; otherwise, the number of Interest Shares to be issued will be based on the Nasdaq Minimum Price. The conversion price for the Note will initially be equal to $71.451 per share, as adjusted for the Company’s 1-for-30 reverse stock split that occurred on December 6, 2023, subject to adjustment in some events pursuant to the terms of the Note. The Company will have the right, in its sole discretion and exercisable at its election by sending notice of such exercise to Aljomaih, to irrevocably fix the method of settlement that will apply to all conversions of Notes. Methods of settlement include (i) physical settlement in shares of Common Stock, (ii) cash settlement determined by multiplying the principal being converted by the 10-day VWAP ending on the trading day immediately prior to the conversion date and dividing by the conversion price, or (iii) a combination of Common Stock and cash. The Note may not be converted into shares of Common Stock and Interest Shares may not be issued to the extent (i) such conversion or issuance would result in the investor having beneficial ownership of more than 19.99% of the then outstanding shares of the Company’s Common Stock or (ii) the aggregate number of shares issued would exceed the Authorized Share Cap (as defined in the Note). The Note also includes an optional redemption feature that provides the Company, on or after August 11, 2024, or as otherwise agreed to between the Company and Aljomaih in writing, the right to redeem the outstanding principal and accrued and unpaid interest, upon written notice not less than 5 trading days prior to exercise of the option, in full or in part and without penalty. The Company accounts for the Note in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, under which the Note was analyzed for the identification of material embedded features that meet the criteria for equity treatment and/or bifurcation and must be recorded as a liability. The Company classified the Note as a non-current liability given a maturity date of greater than one year. The Note will not be included in the computation of either basic or diluted EPS for the three months ended March 31, 2024 in Note 16 — Net Loss per Share . This financial instrument is not included in basic EPS because it does not represent participating securities. Further, the Note is not included in diluted EPS because the Company reported a net loss from continuing operations for the three months ended March 31, 2024; thus, including these financial instruments would have an antidilutive effect on EPS. As of March 31, 2024 and December 31, 2023, the Company had a principal balance of $20.0 million outstanding, net of unamortized debt and issuance costs of $68,000 and $0.1 million, respectively. Debt issuance costs are amortized through the maturity date of the Note using the effective interest rate method. Amortization of debt issuance costs, recorded in other expense, net, for the three months ended March 31, 2024 and 2023, was immaterial. The Company recorded interest expense of $0.5 million and $0.5 million in other expense, net related to the Note during the three months ended March 31, 2024 and 2023, respectively. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Equity | Equity Xos Common and Preferred Stock The Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Company is authorized to issue is 1,010,000,000 shares. 1,000,000,000 shares shall be Common Stock, each having a par value of one-hundredth of one cent ($0.0001). 10,000,000 shares shall be Preferred Stock, each having a par value of one-hundredth of one cent ($0.0001). Voting Rights : Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Company for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock). Preferred Stock : The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Company (the “Board of Directors”) is hereby expressly authorized to provide for the issue of all or any number of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and as may be permitted by the Delaware General Corporation Law (the “DGCL”). The Board of Directors is also expressly authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. Nasdaq Deficiency Letter: On December 28, 2022, the Company received a deficiency letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days prior to the date of the Letter, the closing bid price for the Common Stock, was below $1.00 per share, which is the minimum closing bid price required for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (“Rule 5450(a)(1)”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided with a grace period of 180 calendar days, or until June 26, 2023, to meet the minimum bid price requirement of Rule 5450(a)(1) under the listing rules of Nasdaq (the “Minimum Bid Price Requirement”). On June 20, 2023, the Company applied to transfer the listing of the Common Stock and Warrants from The Nasdaq Global Market to The Nasdaq Capital Market. On June 27, 2023, the Company received approval from the Listing Qualifications Department of Nasdaq to transfer the listing of the Common Stock and Warrants from the Nasdaq Global Market to the Nasdaq Capital Market (the “Approval”). The Common Stock and Warrants transferred to the Nasdaq Capital Market at the opening of business on June 29, 2023. The Common Stock will continue to trade under the symbol “XOS” and the Warrants will continue to trade under the symbol “XOSWW.” The Nasdaq Capital Market operates in substantially the same manner as the Nasdaq Global Market, but with less stringent listing requirements, although listed companies must meet certain financial requirements and comply with Nasdaq’s corporate governance requirements. In connection with the Approval, the Company was granted an additional 180-calendar day grace period, or until December 26, 2023, to regain compliance with the Minimum Bid Price Requirement. To regain compliance with the Minimum Bid Price Requirement and qualify for continued listing on the Nasdaq Capital Market, the minimum bid price per share of the Common Stock had to be at least $1.00 for at least ten consecutive business days during the additional 180-calendar day grace period. As part of the Company’s transfer application, the Company notified Nasdaq that in order to regain compliance with the Minimum Bid Price Requirement during the additional grace period, it would implement a reverse stock split. As described below, the Company effected the Reverse Stock Split on December 6, 2023. As a result, the minimum bid price per share of the Common Stock was at least $1.00 for the ten consecutive business days ending December 20, 2023, causing the Company to regain compliance with the Minimum Bid Price Requirement. Reverse Stock Split : In response to the Nasdaq Deficiency Letter, on December 6, 2023, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation to effect a 1‑for‑30 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”). As a result of the Reverse Stock Split, every 30 shares of Common Stock issued and outstanding were automatically combined and converted into one share of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would have been entitled to receive fractional shares because they held a number of shares of Common Stock not evenly divisible by the Reverse Stock Split ratio automatically received a cash payment in lieu of such fractional shares based on the closing price of the Common Stock as of the effective time of the Reverse Stock Split. The Reverse Stock Split did not reduce the number of authorized shares of Common Stock of 1,000,000,000, or change the par value of the Common Stock. The Reverse Stock Split affected all stockholders uniformly and did not affect any stockholder’s ownership percentage of the Company’s shares of Common Stock (except to the extent that the Reverse Stock Split resulted in some of the stockholders receiving cash in lieu of fractional shares). All outstanding stock options, warrants, restricted stock units, convertible debt and similar securities entitling their holders to receive or purchase shares of Common Stock will be proportionately adjusted as a result of the Reverse Stock Split, as required by the terms of each security. After giving effect to the Reverse Stock Split, with respect to the Company's warrants listed on Nasdaq under the symbol “XOSWW,” every 30 warrants outstanding immediately prior to the Reverse Stock Split are exercisable for one share of Common Stock at an exercise price of $345.00 per share, which is 30 times $11.50, the current exercise price per share. Standby Equity Purchase Agreement On March 23, 2022, the Company entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. (“Yorkville”), which was subsequently amended on June 22, 2023 (as amended, the "SEPA"), whereby the Company has the right, but not the obligation, to sell to Yorkville up to $125.0 million of shares of its Common Stock at its request any time until February 11, 2026, subject to certain conditions. The Company expects to use any net proceeds for working capital and general corporate purposes. As consideration for Yorkville’s commitment to purchase shares of Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the purchase agreement, upon execution of the purchase agreement, the Company issued 18,582 pre-split (619 post-split) shares of common stock to Yorkville. On June 22, 2023, the Company and Yorkville entered into the First Amendment to SEPA (the “SEPA Amendment”), in which the Company and Yorkville agreed to: (1) change the calculation of the purchase price of an Option 1 Advance (as defined in the SEPA) from an average of the daily VWAP of the Common Stock during a three-day pricing period to the lowest VWAP during such three-day pricing period; (2) change the denomination of any requested advances from the Company to Yorkville under the SEPA from dollars to shares; (3) increase Yorkville’s beneficial ownership limitation under the SEPA from 4.99% to 9.99% of the outstanding Common Stock, provided that if any portion of an advance under the SEPA would cause Yorkville to exceed the beneficial ownership limitation due to Yorkville’s ownership of the Company’s securities convertible into Common Stock, then the maximum number of shares of Common Stock that such securities will be convertible into will be reduced by the number of shares of Common Stock included in such advance for such period that Yorkville holds such shares of common stock covered by such advance and the number of shares of Common Stock covered by such advance will not be reduced; (4) extend the commitment period to February 11, 2026 and (5) make other administrative and drafting changes. Pursuant to Side Letter, the Company and Yorkville agreed, among other things, to remove the restriction in the Securities Purchase Agreement on the Company’s ability to effect an advance under the SEPA, subject to certain conditions while the Convertible Debentures remain outstanding. The proceeds from any advance under the SEPA will offset an equal amount outstanding under the Convertible Debentures as an optional redemption. During each calendar month, any portion of such proceeds that would result in the cumulative reduction to the outstanding principal under the Convertible Debentures by more than $3.0 million (“Excess Proceeds”) shall be split such that 75% of such Excess Proceeds is paid to the Company pursuant to the terms of the SEPA and 25% of such Excess Proceeds is applied as an optional redemption of the Convertible Debentures. Each monthly Prepayment amount under the Convertible Debentures shall be reduced by any such optional redemptions in the 30 days prior to the applicable Prepayment date. During the three months ended March 31, 2024 and 2023, the Company issued 5,500 shares and 0 shares of Common Stock under the SEPA for proceeds of $46,750 and $0, respectively. As of March 31, 2024 and December 31, 2023, the remaining commitment available under the agreement was $119.5 million. However, our ability to fully utilize the remaining commitment amount may be limited by various factors, including, but not limited to, the availability of an effective registration statement permitting the resale of such shares of Common Stock. In particular, the Company’s access to capital under the SEPA is not available as of the date of this Report on Form 10-Q and will not be available until the Company files with the SEC a post-effective amendment to the Registration Statement on Form S-1 filed on July 27, 2023. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Public and Private Placement Warrants As of March 31, 2024, the Company had 18,633,301 Public Warrants and 199,997 Private Placement Warrants outstanding, with fair values of $0.6 million and $5,980, respectively. The Public Warrants have an exercise price of $345.00 per share, subject to adjustments, and will expire on August 20, 2026 or earlier upon redemption or liquidation. The Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants became exercisable; provided that the Company has an effective registration statement under the Securities Act covering the issuance of the Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the warrant agreement). A registration statement was filed with the SEC covering the issuance of the Common Stock issuable upon exercise of the Warrants, and the Company will use its commercially reasonable efforts to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Common Stock until the Public Warrants expire or are redeemed. If the shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, requires holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Common Stock issuable upon exercise of the Private Placement Warrants were not transferable, assignable or salable until September 19, 2021, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of Warrants for cash when the price per Common Stock equals or exceeds $540.00: Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described above with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.30 per Warrant; • upon not less than 30 days’ prior written notice of redemption to each Warrant holder; and • if, and only if, the last reported sale price of Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders (the “Reference Value”) equals or exceeds $540.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like). The Company will not redeem the Warrants as described above unless a registration statement under the Securities Act covering the issuance of the Common Stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those Common Stock is available throughout the 30-day redemption period. If and when the Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants for Common Stock when the price per share equals or exceeds $300.00: Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (including both Public Warrants and Private Placement Warrants): • in whole and not in part; • at $3.00 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Common Stock; • if, and only if, the Reference Value equals or exceeds $300.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $540.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Common Stock shall mean the average reported last sale price of Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants. In no event will the Company be required to net cash settle any Warrant. The Warrants may also expire worthless. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation 2018 Stock Plan On November 27, 2018, the Legacy Xos’ board of directors and stockholders adopted the 2018 Stock Plan. There are no shares available for issuance under the 2018 Stock Plan; however, the 2018 Stock Plan continues to govern the terms and conditions of the outstanding awards granted under the 2018 Stock Plan. As of March 31, 2024, there were 1,853 Options outstanding under the 2018 Stock Plan. The amount and terms of Option grants were determined by the board of directors of Legacy Xos. The Options granted under the 2018 Stock Plan generally expire within 10 years from the date of grant and generally vest over four years, at the rate of 25% on the first anniversary of the date of grant and ratably on a monthly basis over the remaining 36-month period thereafter based on continued service. Stock option activity during the three months ended March 31, 2024 consisted of the following: Options Weighted Average Fair Value Weighted Average Exercise Price Weighted Average Remaining Years Intrinsic Value December 31, 2023 — Options outstanding 22,512 $ 0.40 $ 0.51 0.55 $ 168,194 Exercised (20,659) 0.38 0.50 141,076 March 31, 2024 — Options outstanding 1,853 $ 0.56 $ 0.63 5.79 $ 17,806 March 31, 2024 — Options vested and exercisable 1,654 $ 0.54 $ 0.64 5.72 $ 15,874 Aggregate intrinsic value represents the difference between the exercise price of the options and the fair value of the Company’s common stock. The aggregate intrinsic value of options exercised during the three months ended March 31, 2024 and 2023 were approxi mately $141,076 and $800, respectively. The Company estimates the fair value of options utilizing the Black-Scholes option pricing model, which is dependent upon several variables, including expected option term, expected volatility of the Company's share price over the expected term, expected risk-free rate and expected dividend yield rate. There were no option grants during the three months ended March 31, 2024 and 2023. 2021 Equity Plan On August 19, 2021 the Company’s stockholders approved the 2021 Equity Plan, which was ratified by the Company’s board of directors on August 20, 2021. The 2021 Equity Plan provides for the grant of incentive stock options (“ISOs”), within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) to employees, including employees of any parent or subsidiary, and for the grant of no statutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, RSUs, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of Xos’ affiliates. As of March 31, 2024, there were 439,307 shares of Common Stock available for issuance under the 2021 Equity Plan. RSU activity during the three months ended March 31, 2024 consisted of the following: RSUs Weighted Average Grant Date Fair Value Weighted Average Fair Value December 31, 2023 — RSU outstanding 603,040 $ 18.97 $ 4,819,138 Granted 95,636 9.15 863,989 Vested (94,428) 17.76 848,522 Forfeited (4,845) 21.26 55,365 March 31, 2024 — RSU outstanding 599,403 $ 17.43 $ 6,146,714 The Company recognized stock-based compensation expense (including earn-out RSUs) in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023, totaling approximately $2.0 million and $2.0 million, respectively, which consisted of the following ( in thousands) : Three Months Ended March 31, 2024 2023 Cost of goods sold $ 137 $ 129 Research and development 462 501 Sales and marketing 154 267 General and administrative 1,253 1,115 Total $ 2,006 $ 2,012 The unamortized stock-based compensation expense was $8.0 million as of March 31, 2024, and weighted average remaining amortization period as of March 31, 2024 was 2.21 years. The aggregate fair value of RSUs that vested was $0.8 million during the three months ended March 31, 2024 . |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consisted of the following at March 31, 2024 and December 31, 2023 (in thousands) : March 31, 2024 December 31, 2023 Equipment $ 7,643 $ 7,629 Finance lease assets 7,974 7,974 Furniture and fixtures 173 173 Company vehicles 2,102 2,102 Leasehold improvements 1,401 1,401 Computers, software and related equipment 3,091 3,091 Construction in progress 292 292 Property and equipment, gross 22,676 22,662 Accumulated depreciation (9,038) (8,002) Property and equipment, net $ 13,638 $ 14,660 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Contingencies Legal claims may arise from time to time in the normal course of business, the results of which may have a material effect on the Company’s accompanying unaudited condensed consolidated financial statements. As of March 31, 2024 and December 31, 2023, the Company was not a party to any legal proceedings, that individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. Other Contingencies The Company enters into non-cancellable long-term purchase orders and vendor agreements in the normal course of business. As of March 31, 2024, non-cancellable purchase commitments with two of the Company’s vendors totaled $0.7 million . Subsequent to March 31, 2024, the Company entered into non-cancellable purchase commitments with two vendors aggregating to approximately $1.0 million . |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company had a contract manufacturing agreement with Fitzgerald Manufacturing Partners to provide manufacturing services, which was terminated during June 2023. The owner of Fitzgerald Manufacturing Partners is a stockholder of the Compan |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate during the three months ended March 31, 2024 and 2023 was (0.04)% and (0.01)%, respectively. State taxes coupled with losses not benefited resulted in an effective tax rate below the statutory tax rate of 21% for the three months ended March 31, 2024. The Company acquired ElectraMeccanica on March 26, 2024 through a stock acquisition. The Company considered ElectraMeccanica’s operations for income tax purposes and deemed the net impact to the provision for income taxes for the three months ended March 31, 2024 immaterial. The Company recognizes tax benefits related to positions taken, or expected to be taken, on its tax returns, only if the positions are "more-likely-than-not" sustainable. Once this threshold has been met, the Company's measurement of its expected tax benefits is recognized in its financial statements. The Company does not have any uncertain tax positions that meet this threshold as of March 31, 2024 and December 31, 2023. The Company is subject to taxation and files income tax returns with the U.S. federal government and various states, as well as Canada and China. The Company’s 2020 California state return is currently under examination by the California Franchise Tax Board, but the Company doesn’t believe there are any uncertain tax benefits that should be reserved. The Company is not currently under examination by any other tax authorities. The Company generally is not subject to examination for tax years prior to 2018. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Basic and diluted net loss per share during the three months ended March 31, 2024 and 2023 consisted of the following ( in thousands , except per share amounts ): Three Months Ended March 31, 2024 2023 Numerator: Net loss $ (11,003) $ (24,331) Net loss attributable to common stockholders, basic (11,003) (24,331) Net loss attributable to common stockholders, diluted (1) (11,003) (24,331) Denominator: Basic (2) Weighted average common shares outstanding, basic 6,108 5,628 Basic net loss per share $ (1.80) $ (4.32) Diluted (2) Weighted average common shares outstanding, diluted (1) 6,108 5,628 Diluted net loss per share $ (1.80) $ (4.32) ____________ (1) Net loss attributable to common stockholders, diluted during the three months ended March 31, 2024, excludes adjustments related to the change in fair val ue of derivative liabilities, interest expense and amortization of discounts and issuance costs related to Convertible Debentures. Additionally, weighted average common shares outstanding, diluted as of the three months ended March 31, 2023 excludes the if-converted shares related to Convertible Debentures. These adjustments were excluded from the calculation of diluted net loss per share as they would have an antidilutive effect (see Note 8 - Convertible Notes ). (2) Shares for the three months ended March 31, 2023 have been retrospectively adjusted for the 1-for-30 reverse stock split that occurred on December 6, 2023. Potential ending shares outstanding that were excluded from the computation of diluted net loss per share because their effect was anti-dilutive as of March 31, 2024 and 2023 consisted of the following (in thousands) : Three Months Ended March 31, 2024 2023 Contingent earn-out shares 547 547 Common stock public and private warrants 18,833 18,833 Restricted stock units 599 307 Stock options 2 52 If-converted common stock from convertible debt 280 1,684 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures , clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. U.S. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels: • Level 1: Quoted prices in active markets for identical assets and liabilities. • Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable. • Level 3: Significant inputs to the valuation model are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, other current liabilities, warrants, earn-out shares liability, convertible debt and the associated derivative liability. The fair value of cash, cash equivalents and accounts receivable approximates carrying value due to their short-term maturity. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Derivative financial instruments which are required to be measured at fair value on a recurring basis are measured at fair value using Level 3 inputs for all periods presented. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities carried at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 consisted of the following (in thousands) : March 31, 2024 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents (1) : Money market funds $ 8 $ 8 $ — $ — Total Financial Assets $ 8 $ 8 $ — $ — Financial Liabilities: Private Placement Warrants $ 6 $ — $ 6 $ — Public Warrants 557 557 — — Contingent Earn-out Shares liability 42 — — 42 Total Financial Liabilities $ 605 $ 557 $ 6 $ 42 December 31, 2023 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents (1) : Money market funds $ 2,917 $ 2,917 $ — $ — Total Financial Assets 2,917 2,917 — — Financial Liabilities: Private Placement Warrants $ 4 $ — $ 4 $ — Public Warrants 391 391 — — Contingent Earn-out Shares liability 39 — — 39 Total Financial Liabilities $ 434 $ 391 $ 4 $ 39 ____________ (1) Included in total cash and cash equivalents on the condensed consolidated balance sheets. The changes in the fair value of Level 3 financial liabilities during the three months ended March 31, 2024 consisted of the following (in thousands): Contingent Earn-Out Shares Liability Fair value at December 31, 2023 $ 39 Recognition of earn-out RSUs — Change in fair value during the period 3 Fair value at March 31, 2024 $ 42 Significant unobservable inputs related to Level 3 earn-out shares liability consisted of the following: March 31, 2024 December 31, 2023 Stock price $10.24 $7.98 Stock price volatility 80% 80% Expected term 2.39 years 2.64 years Risk-free interest rate 4.5% 4.1% |
Basis of Presentation, Summar_2
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. They do not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (primarily consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022 presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 29, 2024. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenues and expenses during the reporting periods. The areas with significant estimates and judgments include, among others, inventory valuation, incremental borrowing rates for assessing operating and financing lease liabilities, useful lives of property and equipment, stock-based compensation, product warranty liability, and valuation of convertible debt and related embedded derivatives, common stock warrant liability and earn-out shares liability. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to the Company’s financial statements. |
Accounts Receivable, Net | Accounts Receivable, Net The Company records unsecured and non-interest bearing accounts receivable at the gross invoice amount, net of any allowance for expected credit losses. The Company maintains its allo wance for expected credit losses at a level considered adequate to provide for potential account losses on the balance based on management’s evaluation of past losses, current customer conditions, and the anticipated impact of current economic conditions. The Company recorded an allowance for expected credit losses of $82,000 and $62,000 as of March 31, 2024 and December 31, 2023 |
Warranty Liability | The Company provides customers with a product warranty that assures that the products meet standard specifications and are free for periods typically between 2 to 5 years. The Company accrues warranty reserve for the products sold, which includes its best estimate of the projected costs to repair or replace items under warranties and recalls if identified. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain given the Company’s relatively short history of sales, and changes to its historical or projected warranty experience may cause material changes to the warranty reserve in the future. Claims incurred under the Company’s standard product warranty programs are recorded based on open claims. The Company recorded warranty liability within other current liabilities in the consolidated balance sheets as of March 31, 2024 and December 31, 2023. |
Concentrations of Credit and Business Risk | Concentrations of Credit and Business Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of March 31, 2024 and 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Defined Contribution Plan | Defined Contribution Plan We have a 401(k) savings plan that is intended to qualify as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) savings plan, participating employees are auto enrolled to 3% of their eligible compensation, subject to certain limitations. We did not make any contributions to the 401(k) savings plan during the three months ended March 31, 2024 and 2023. |
Recent Accounting Pronouncements Issued and not yet Adopted | Recent Accounting Pronouncements Issued and not yet Adopted: In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires incremental segment information disclosure on an annual and interim basis. This amendment includes disclosure of significant segment expenses which are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss; other segment items by reportable segment and a description of its composition; reportable segment’s profit or loss and assets; additional measures of segment profit or loss if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance, and the title and position of the entity’s CODM and how the CODM uses the reported measures of segment profit or loss in assessing segment performance and determining resource allocation. The Company with a single reportable segment is required to provide all the disclosures from this amendment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and should be applied retrospectively. The Company is evaluating the impact of this amendment to the related financial statement disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires incremental annual income tax disclosures. This amendment includes disclosures of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold; income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions that meet a quantitative threshold; income (or loss) from continuing operations before income tax expenses (or benefit) disaggregated between domestic and foreign; and income tax expense (or benefit) from continuing operations disaggregated by federal, state and foreign. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively (with retrospective application permitted). The Company is evaluating the impact of this amendment to the related financial statement disclosures. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements or notes thereto. |
Basis of Presentation, Summar_3
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Product Warranty Liability | The reconciliation of the change in the Company’s product liability balances during the three months ended March 31, 2024 and 2023 consisted of the following (in thousands) : Three Months Ended March 31, 2024 2023 Warranty liability, beginning of period $ 1,306 $ 1,099 Reduction in liability (payments) (522) (216) Increase in liability 415 272 Warranty liability, end of period $ 1,199 $ 1,155 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Disaggregated revenues by major source for the three months ended March 31, 2024 and 2023 consisted of the following ( in thousands ): Three Months Ended March 31, 2024 2023 Product and service revenue Stepvans & vehicle incentives (1) $ 11,585 $ 4,262 Powertrains 422 5 Fleet-as-a-Service 628 166 Total product revenue 12,635 4,433 Ancillary revenue 527 264 Total revenues $ 13,162 $ 4,697 ___________ (1) Amounts are net of returns and allowances. Stepvans & vehicle incentives includes revenue generated from leasing. |
Acquisition of ElectraMeccani_2
Acquisition of ElectraMeccanica (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the acquisition of ElectraMeccanica on March 26, 2024: Purchase consideration (1) $ (35,588) Assets acquired Cash and cash equivalents $ 50,240 Restricted cash 1,115 Prepaid expenses and other current assets 1,539 Other non-current assets 1,736 Total identifiable assets acquired $ 54,630 Liabilities assumed Accounts payable $ (804) Other current liabilities (2) (1,903) Other non-current liabilities (2) (16,335) Total liabilities assumed $ (19,042) Net assets acquired and liabilities assumed $ 35,588 (1) As a result of the asset acquisition accounting, the transaction costs associated with the acquisition (2) The Company assumed two lease facilities in connection with the ElectraMeccanica acquisition which are reflected in other current liabilities and other non-current liabilities of approximately $1.2 million and $16.0 million, respectively. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory amounted to $36.6 million and $37.8 million, respectively, as of March 31, 2024 and December 31, 2023 and consisted of the following (in thousands) : March 31, 2024 December 31, 2023 Raw materials $ 29,498 $ 30,357 Work in process 4,169 3,033 Finished goods 2,954 4,453 Total inventories $ 36,621 $ 37,843 |
Selected Balance Sheet Data (Ta
Selected Balance Sheet Data (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of March 31, 2024 and December 31, 2023 consisted of the following ( in thousands ): March 31, 2024 December 31, 2023 Prepaid inventories $ 2,473 $ 1,745 Prepaid expenses and other (1) 4,328 2,796 Contract assets 400 811 Financed insurance premiums 968 1,310 Assets held for sale 408 408 Total prepaid expenses and other current assets $ 8,577 $ 7,070 ____________ (1) Primarily relates to assets acquired in connection with the ElectraMeccanica acquisition, prepaid licenses and subscriptions, prepaid insurance and other receivables. |
Schedule of Other Current Liabilities | Other current liabilities as of March 31, 2024 and December 31, 2023 consisted of the following (in thousands) : March 31, 2024 December 31, 2023 Accrued expenses and other (1) $ 10,428 $ 7,435 Contract liabilities 332 690 Customer deposits 2,113 2,364 Warranty liability 1,199 1,306 Equipment notes payable, current 363 350 Short-term insurance financing notes 690 1,003 Operating lease liabilities, current 2,862 1,664 Finance lease liabilities, current 2,046 2,005 Total $ 20,033 $ 16,817 ____________ (1) Primarily relates to the liabilities assumed in connection with the ElectraMeccanica acquisition, accrued inventory purchases, personnel costs, wages, health benefits, vacation and other accruals. |
Schedule of Other Noncurrent Liabilities | Other non-current liabilities as of March 31, 2024 and December 31, 2023 consisted of the following ( in thousands ): March 31, 2024 December 31, 2023 Accrued interest expense and other $ 3,777 $ 2,985 Equipment notes payable, non-current 497 593 Operating lease liabilities, non-current 19,113 3,511 Finance lease liabilities, non-current 945 1,472 Total other non-current liabilities $ 24,332 $ 8,561 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock option activity | Stock option activity during the three months ended March 31, 2024 consisted of the following: Options Weighted Average Fair Value Weighted Average Exercise Price Weighted Average Remaining Years Intrinsic Value December 31, 2023 — Options outstanding 22,512 $ 0.40 $ 0.51 0.55 $ 168,194 Exercised (20,659) 0.38 0.50 141,076 March 31, 2024 — Options outstanding 1,853 $ 0.56 $ 0.63 5.79 $ 17,806 March 31, 2024 — Options vested and exercisable 1,654 $ 0.54 $ 0.64 5.72 $ 15,874 |
Schedule of Restricted Stock Units (RSUs) Activity | RSU activity during the three months ended March 31, 2024 consisted of the following: RSUs Weighted Average Grant Date Fair Value Weighted Average Fair Value December 31, 2023 — RSU outstanding 603,040 $ 18.97 $ 4,819,138 Granted 95,636 9.15 863,989 Vested (94,428) 17.76 848,522 Forfeited (4,845) 21.26 55,365 March 31, 2024 — RSU outstanding 599,403 $ 17.43 $ 6,146,714 |
Schedule of Recognized Stock-Based Compensation Expense | The Company recognized stock-based compensation expense (including earn-out RSUs) in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023, totaling approximately $2.0 million and $2.0 million, respectively, which consisted of the following ( in thousands) : Three Months Ended March 31, 2024 2023 Cost of goods sold $ 137 $ 129 Research and development 462 501 Sales and marketing 154 267 General and administrative 1,253 1,115 Total $ 2,006 $ 2,012 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment, net consisted of the following at March 31, 2024 and December 31, 2023 (in thousands) : March 31, 2024 December 31, 2023 Equipment $ 7,643 $ 7,629 Finance lease assets 7,974 7,974 Furniture and fixtures 173 173 Company vehicles 2,102 2,102 Leasehold improvements 1,401 1,401 Computers, software and related equipment 3,091 3,091 Construction in progress 292 292 Property and equipment, gross 22,676 22,662 Accumulated depreciation (9,038) (8,002) Property and equipment, net $ 13,638 $ 14,660 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss per Share | Basic and diluted net loss per share during the three months ended March 31, 2024 and 2023 consisted of the following ( in thousands , except per share amounts ): Three Months Ended March 31, 2024 2023 Numerator: Net loss $ (11,003) $ (24,331) Net loss attributable to common stockholders, basic (11,003) (24,331) Net loss attributable to common stockholders, diluted (1) (11,003) (24,331) Denominator: Basic (2) Weighted average common shares outstanding, basic 6,108 5,628 Basic net loss per share $ (1.80) $ (4.32) Diluted (2) Weighted average common shares outstanding, diluted (1) 6,108 5,628 Diluted net loss per share $ (1.80) $ (4.32) ____________ (1) Net loss attributable to common stockholders, diluted during the three months ended March 31, 2024, excludes adjustments related to the change in fair val ue of derivative liabilities, interest expense and amortization of discounts and issuance costs related to Convertible Debentures. Additionally, weighted average common shares outstanding, diluted as of the three months ended March 31, 2023 excludes the if-converted shares related to Convertible Debentures. These adjustments were excluded from the calculation of diluted net loss per share as they would have an antidilutive effect (see Note 8 - Convertible Notes ). (2) Shares for the three months ended March 31, 2023 have been retrospectively adjusted for the 1-for-30 reverse stock split that occurred on December 6, 2023. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potential ending shares outstanding that were excluded from the computation of diluted net loss per share because their effect was anti-dilutive as of March 31, 2024 and 2023 consisted of the following (in thousands) : Three Months Ended March 31, 2024 2023 Contingent earn-out shares 547 547 Common stock public and private warrants 18,833 18,833 Restricted stock units 599 307 Stock options 2 52 If-converted common stock from convertible debt 280 1,684 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value of a Recurring Basis | Assets and liabilities carried at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 consisted of the following (in thousands) : March 31, 2024 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents (1) : Money market funds $ 8 $ 8 $ — $ — Total Financial Assets $ 8 $ 8 $ — $ — Financial Liabilities: Private Placement Warrants $ 6 $ — $ 6 $ — Public Warrants 557 557 — — Contingent Earn-out Shares liability 42 — — 42 Total Financial Liabilities $ 605 $ 557 $ 6 $ 42 December 31, 2023 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents (1) : Money market funds $ 2,917 $ 2,917 $ — $ — Total Financial Assets 2,917 2,917 — — Financial Liabilities: Private Placement Warrants $ 4 $ — $ 4 $ — Public Warrants 391 391 — — Contingent Earn-out Shares liability 39 — — 39 Total Financial Liabilities $ 434 $ 391 $ 4 $ 39 ____________ (1) Included in total cash and cash equivalents on the condensed consolidated balance sheets. |
Schedule of Liabilities Measured at Fair Value of a Recurring Basis | Assets and liabilities carried at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 consisted of the following (in thousands) : March 31, 2024 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents (1) : Money market funds $ 8 $ 8 $ — $ — Total Financial Assets $ 8 $ 8 $ — $ — Financial Liabilities: Private Placement Warrants $ 6 $ — $ 6 $ — Public Warrants 557 557 — — Contingent Earn-out Shares liability 42 — — 42 Total Financial Liabilities $ 605 $ 557 $ 6 $ 42 December 31, 2023 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents (1) : Money market funds $ 2,917 $ 2,917 $ — $ — Total Financial Assets 2,917 2,917 — — Financial Liabilities: Private Placement Warrants $ 4 $ — $ 4 $ — Public Warrants 391 391 — — Contingent Earn-out Shares liability 39 — — 39 Total Financial Liabilities $ 434 $ 391 $ 4 $ 39 ____________ (1) Included in total cash and cash equivalents on the condensed consolidated balance sheets. |
Schedule of Changes on Fair Value of Financial Liabilities | The changes in the fair value of Level 3 financial liabilities during the three months ended March 31, 2024 consisted of the following (in thousands): Contingent Earn-Out Shares Liability Fair value at December 31, 2023 $ 39 Recognition of earn-out RSUs — Change in fair value during the period 3 Fair value at March 31, 2024 $ 42 |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | Significant unobservable inputs related to Level 3 earn-out shares liability consisted of the following: March 31, 2024 December 31, 2023 Stock price $10.24 $7.98 Stock price volatility 80% 80% Expected term 2.39 years 2.64 years Risk-free interest rate 4.5% 4.1% |
Description of Business (Detail
Description of Business (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 26, 2024 USD ($) shares | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Asset Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 46,168 | $ 36,489 | $ 11,640 | |
Net cash used in operating activities | $ 14,589 | $ 15,326 | $ 39,300 | |
ElectraMeccanica Vehicles Corp | ||||
Asset Acquisition [Line Items] | ||||
Issuance of common stock for acquisition, ratio | 0.0143739 | |||
Issuance of common stock for acquisition (in shares) | shares | 1,766,388 | |||
Acquisition, cash balance | $ 50,240 |
Basis of Presentation, Summar_4
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||
Accounts receivable, allowance for credit loss, current | $ 82 | $ 62 | |
Defined contribution plan, auto enrollment contributions per employee (as a percent) | 3% | ||
Contributions to 401(k) savings plan | $ 0 | $ 0 | |
Customer 1 | Revenue Benchmark | Customer Concentration Risk | |||
Property, Plant and Equipment [Line Items] | |||
Concentration risk (as a percent) | 52% | 82% | |
Customer 1 | Accounts Receivable | Customer Concentration Risk | |||
Property, Plant and Equipment [Line Items] | |||
Concentration risk (as a percent) | 36% | 52% | |
Customer 2 | Accounts Receivable | Customer Concentration Risk | |||
Property, Plant and Equipment [Line Items] | |||
Concentration risk (as a percent) | 10% | ||
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Standard product warranty, period of warranty (in years) | 2 years | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Standard product warranty, period of warranty (in years) | 5 years |
Basis of Presentation, Summar_5
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Product Warranty Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Movement in Extended Product Warranty Accrual [Roll Forward] | ||
Warranty liability, beginning of period | $ 1,306 | $ 1,099 |
Reduction in liability (payments) | (522) | (216) |
Increase in liability | 415 | 272 |
Warranty liability, end of period | $ 1,199 | $ 1,155 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total product revenue | $ 12,635 | $ 4,433 |
Ancillary revenue | 527 | 264 |
Revenues | 13,162 | 4,697 |
Stepvans & vehicle incentives | ||
Disaggregation of Revenue [Line Items] | ||
Total product revenue | 11,585 | 4,262 |
Powertrains | ||
Disaggregation of Revenue [Line Items] | ||
Total product revenue | 422 | 5 |
Fleet-as-a-Service | ||
Disaggregation of Revenue [Line Items] | ||
Total product revenue | $ 628 | $ 166 |
Acquisition of ElectraMeccani_3
Acquisition of ElectraMeccanica - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Mar. 26, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 06, 2023 | |
Asset Acquisition [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Severance costs | $ 2 | |||
ElectraMeccanica Vehicles Corp | ||||
Asset Acquisition [Line Items] | ||||
Issuance of common stock for acquisition (in shares) | 1,766,388 | |||
ElectraMeccanica Vehicles Corp | XOS Shareholders | ||||
Asset Acquisition [Line Items] | ||||
Common stock ownership percentage after transaction | 79% | |||
ElectraMeccanica Vehicles Corp | ElectraMeccanica Shareholders | ||||
Asset Acquisition [Line Items] | ||||
Common stock ownership percentage after transaction | 21% |
Acquisition of ElectraMeccani_4
Acquisition of ElectraMeccanica - Recognized Identified Assets Acquired and Liabilities Assumed (Details) $ in Thousands | Mar. 26, 2024 USD ($) facility |
ElectraMeccanica Vehicles Corp | |
Asset Acquisition [Line Items] | |
Purchase consideration | $ (35,588) |
Cash and cash equivalents | 50,240 |
Restricted cash | 1,115 |
Prepaid expenses and other current assets | 1,539 |
Other non-current assets | 1,736 |
Total identifiable assets acquired | 54,630 |
Accounts payable | (804) |
Other current liabilities | (1,903) |
Other non-current liabilities | (16,335) |
Total liabilities assumed | (19,042) |
Net assets acquired and liabilities assumed | 35,588 |
Transaction costs | $ 3,700 |
Number of facilities acquired | facility | 2 |
ElectraMeccanica Vehicles Corp, two facilities | |
Asset Acquisition [Line Items] | |
Other current liabilities | $ (1,200) |
Other non-current liabilities | $ (16,000) |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Inventories | $ 36,621 | $ 37,843 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 29,498 | $ 30,357 |
Work in process | 4,169 | 3,033 |
Finished goods | 2,954 | 4,453 |
Total inventories | $ 36,621 | $ 37,843 |
Selected Balance Sheet Data - P
Selected Balance Sheet Data - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid inventories | $ 2,473 | $ 1,745 |
Prepaid expenses and other | 4,328 | 2,796 |
Contract assets | 400 | 811 |
Financed insurance premiums | 968 | 1,310 |
Assets held for sale | 408 | 408 |
Total prepaid expenses and other current assets | $ 8,577 | $ 7,070 |
Selected Balance Sheet Data - O
Selected Balance Sheet Data - Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued expenses and other | $ 10,428 | $ 7,435 |
Contract liabilities | 332 | 690 |
Customer deposits | 2,113 | 2,364 |
Warranty liability | 1,199 | 1,306 |
Equipment notes payable, current | 363 | 350 |
Short-term insurance financing notes | 690 | 1,003 |
Operating lease liabilities, current | 2,862 | 1,664 |
Finance lease liabilities, current | 2,046 | 2,005 |
Total | $ 20,033 | $ 16,817 |
Selected Balance Sheet Data - N
Selected Balance Sheet Data - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Contract with customer, liability, revenue recognized | $ 0.3 | $ 0.2 | $ 0.4 |
Selected Balance Sheet Data -_2
Selected Balance Sheet Data - Other Non-Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued interest expense and other | $ 3,777 | $ 2,985 |
Equipment notes payable, non-current | 497 | 593 |
Operating lease liabilities, non-current | 19,113 | 3,511 |
Finance lease liabilities, non-current | 945 | 1,472 |
Total other non-current liabilities | $ 24,332 | $ 8,561 |
Earn-out Shares Liability (Deta
Earn-out Shares Liability (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Dec. 06, 2023 | Aug. 20, 2021 day $ / shares shares | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Schedule Of Recapitalization [Line Items] | |||||
Derivative instrument, contingent consideration, liability, shares (in shares) | shares | 540,000 | ||||
Reverse stock split ratio | 0.0333 | ||||
Earn-out shares liability | $ | $ 42 | $ 39 | |||
Change in amount of contingent consideration gain (loss) | $ | $ (3) | $ (52) | |||
Derivative Instrument, Tranche One | |||||
Schedule Of Recapitalization [Line Items] | |||||
Derivative instrument, contingent consideration, liability, shares (in shares) | shares | 180,000 | ||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ 420 | ||||
Threshold trading days | day | 10 | ||||
Threshold trading day period | day | 20 | ||||
Earnout period (in years) | 5 years | ||||
Derivative Instrument, Tranche One | Minimum | |||||
Schedule Of Recapitalization [Line Items] | |||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ 420 | ||||
Derivative Instrument, Tranche One | Maximum | |||||
Schedule Of Recapitalization [Line Items] | |||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ 600 | ||||
Derivative Instrument, Tranche Two | |||||
Schedule Of Recapitalization [Line Items] | |||||
Derivative instrument, contingent consideration, liability, shares (in shares) | shares | 180,000 | ||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ 600 | ||||
Threshold trading days | day | 10 | ||||
Threshold trading day period | day | 20 | ||||
Derivative Instrument, Tranche Two | Minimum | |||||
Schedule Of Recapitalization [Line Items] | |||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ 600 | ||||
Derivative Instrument, Tranche Two | Maximum | |||||
Schedule Of Recapitalization [Line Items] | |||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ 750 | ||||
Derivative Instrument, Tranche Three | |||||
Schedule Of Recapitalization [Line Items] | |||||
Derivative instrument, contingent consideration, liability, shares (in shares) | shares | 180,000 | ||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ 750 | ||||
Threshold trading days | day | 10 | ||||
Threshold trading day period | day | 20 | ||||
Restricted stock units | |||||
Schedule Of Recapitalization [Line Items] | |||||
Derivative instrument, contingent consideration, liability, shares (in shares) | shares | 8,700 |
Convertible Notes (Details)
Convertible Notes (Details) | 3 Months Ended | |||||||||
Dec. 06, 2023 | Jun. 22, 2023 USD ($) day | Sep. 09, 2022 USD ($) | Aug. 11, 2022 USD ($) $ / shares | Aug. 09, 2022 USD ($) day $ / shares | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 04, 2023 $ / shares | Sep. 21, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Debt instrument redemption (in days) | 10 days | |||||||||
Derivative liabilities | $ 0 | $ 0 | ||||||||
Payments of convertible notes and prepayment premiums | $ 20,000,000 | |||||||||
Reverse stock split ratio | 0.0333 | |||||||||
Securities Purchase Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Equity method investment, ownership (as a percent) | 9.99% | |||||||||
Beneficial ownership limitation, waive notice period | 65 days | |||||||||
If-converted common stock from convertible debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 20,000,000 | $ 35,000,000 | $ 15,000,000 | |||||||
Amount to convert during each period | $ 2,000,000 | |||||||||
Conversion period | 30 days | |||||||||
Interest rate, stated (as a percent) | 6% | |||||||||
Debt conversion, converted instrument, rate (as a percent) | 10% | |||||||||
Convertible debt remaining percent (as a percent) | 7.50% | |||||||||
Common stock, convertible, conversion price, increase (in dollars per share) | $ / shares | $ 2.4733 | |||||||||
Debt, weighted average interest rate (as a percent) | 97% | |||||||||
Debt instrument, convertible, threshold consecutive trading days | day | 5 | 3 | ||||||||
Redemption, stock price threshold (in dollars per share) | $ / shares | $ 0.50 | $ 0.59 | ||||||||
Debt instrument, redemption price (as a percent) | 5% | |||||||||
Prepayment provision, daily VWAP consecutive trading days | day | 5 | |||||||||
Common stock available under the exchange cap (as a percent) | 95% | |||||||||
Monthly payments, period from triggering date | 10 days | |||||||||
Debt instrument, increase, accrued interest | $ 4,000,000 | |||||||||
Derivative, floor interest rate (as a percent) | 85% | |||||||||
Prepayment provision cease, daily VWAP consecutive trading days | day | 3 | |||||||||
Exchange cap (as a percent) | 95% | |||||||||
Original issuance discount percentage | 2% | |||||||||
Payments of convertible notes and prepayment premiums | $ 34,300,000 | |||||||||
Debt issuance costs | 300,000 | |||||||||
Long-term debt | 0 | 0 | ||||||||
Amortization of debt issuance costs | 0 | $ 1,800,000 | ||||||||
Interest expense | 0 | 400,000 | ||||||||
SEPA Convertible Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Excess proceeds | $ 3,000,000 | |||||||||
Excess proceeds from convertible debentures paid to company (as a percent) | 75% | |||||||||
Optional redemption on the convertible debentures (as a percent) | 25% | |||||||||
Threshold for reduction of monthly prepayment in days | 30 days | |||||||||
Convertible Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate, stated (as a percent) | 10% | |||||||||
Long-term debt | 20,000,000 | 20,000,000 | ||||||||
Amortization of debt issuance costs | 0 | 0 | ||||||||
Interest expense | 500,000 | $ 500,000 | ||||||||
Share-based compensation arrangement by share-based payment award, options, vested and expected to vest, outstanding, weighted average remaining contractual term | 10 days | |||||||||
Conversion price (in dollars per share) | $ / shares | $ 71.451 | |||||||||
Unamortized debt discounts and issuance costs | $ 68,000 | $ 100,000 | ||||||||
Convertible Notes Payable | Securities Purchase Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Equity method investment, ownership (as a percent) | 19.99% |
Equity (Details)
Equity (Details) | 3 Months Ended | ||||||
Dec. 06, 2023 $ / shares shares | Jun. 22, 2023 USD ($) | Mar. 23, 2022 USD ($) shares | Mar. 31, 2024 USD ($) vote $ / shares shares | Mar. 31, 2023 USD ($) shares | Mar. 26, 2024 $ / shares | Dec. 31, 2023 USD ($) $ / shares shares | |
Class of Stock [Line Items] | |||||||
Stock authorized (in shares) | 1,010,000,000 | ||||||
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Number of votes per share | vote | 1 | ||||||
Reverse stock split ratio | 0.0333 | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 5,500 | 0 | |||||
Sale of stock, consideration received on transaction | $ | $ 46,750 | $ 0 | |||||
Remaining commitment amount available | $ | $ 119,500,000 | $ 119,500,000 | |||||
SEPA Convertible Note | |||||||
Class of Stock [Line Items] | |||||||
Excess proceeds | $ | $ 3,000,000 | ||||||
Excess proceeds from convertible debentures paid to company (as a percent) | 75% | ||||||
Optional redemption on the convertible debentures (as a percent) | 25% | ||||||
Standby Equity Purchase Agreement | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, maximum consideration to be received on transaction | $ | $ 125,000,000 | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 18,582 | ||||||
Sale of stock, number of shares issued in transaction, post split (in shares) | 619 | ||||||
Number of days for determining the share price (in days) | 3 days | ||||||
Beneficial ownership limitation (as a percent) | 9.99% | 4.99% | |||||
Public Warrants | |||||||
Class of Stock [Line Items] | |||||||
Exercise price (in dollars per share) | $ / shares | $ 345 | ||||||
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 11.50 | $ 345 |
Derivative Instruments (Details
Derivative Instruments (Details) | 3 Months Ended | |
Mar. 31, 2024 USD ($) day $ / shares shares | Dec. 06, 2023 $ / shares | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Threshold consecutive trading days ending on the third day prior to notice of redemption | 10 days | |
Warrant Redemption Scenario One | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Redemption, stock price threshold (in dollars per share) | $ 540 | |
Redemption notice period | 30 days | |
Redemption price (in dollars per share) | $ 0.30 | |
Redemption, threshold trading days | day | 20 | |
Redemption, threshold consecutive trading days | 30 days | |
Redemption period | 30 days | |
Warrant Redemption Scenario Two | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Redemption, stock price threshold (in dollars per share) | $ 300 | |
Redemption notice period | 30 days | |
Redemption price (in dollars per share) | $ 3 | |
Reference value (in dollars per share) | $ 540 | |
Public Warrants | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Number of warrants issued (in shares) | shares | 18,633,301 | |
Warrant liabilities | $ | $ 600,000 | |
Exercise price of warrants or rights (in dollars per share) | $ 345 | $ 11.50 |
Private Placement Warrants | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Number of warrants issued (in shares) | shares | 199,997 | |
Warrant liabilities | $ | $ 5,980 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding (in shares) | 1,853,000 | 22,512,000 | |
Aggregate intrinsic value of options exercised | $ 141,076 | $ 800 | |
Options, granted (in shares) | 0 | 0 | |
Stock-based compensation expense | $ 2,006,000 | $ 2,012,000 | |
Unamortized stock-based compensation | $ 8,000,000 | ||
Unamortized stock-based compensation, weighted average remaining amortization period | 2 years 2 months 15 days | ||
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested in period, intrinsic value | $ 848,522 | ||
2018 Stock Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for issuance (in shares) | 0 | ||
Expiration period (in years) | 10 years | ||
Vesting period (in years and month) | 4 years | ||
2018 Stock Plan | Share-based Payment Arrangement, Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting (as a percent) | 25% | ||
2018 Stock Plan | Share-based Payment Arrangement, Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years and month) | 36 months | ||
2021 Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, capital shares reserved for future issuance (in shares) | 439,307 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Options | |||
Options, outstanding beginning balance (in shares) | 22,512,000 | ||
Options, exercised (in shares) | (20,659,000) | ||
Options, outstanding ending balance (in shares) | 1,853,000 | 22,512,000 | |
Options vested and exercisable (in shares) | 1,654,000 | ||
Weighted Average Fair Value | |||
Options outstanding beginning balance (in dollars per share) | $ 0.40 | ||
Options, exercised, weighted average grant date fair value (in dollars per share) | 0.38 | ||
Options outstanding ending balance (in dollars per share) | 0.56 | $ 0.40 | |
Options, vested and exercisable, weighted average grant date fair value (in dollars per share) | 0.54 | ||
Weighted Average Exercise Price | |||
Options, outstanding, beginning balance, weighted average exercise price (in dollars per share) | 0.51 | ||
Options, exercised, weighted average exercise price (in dollars per share) | 0.50 | ||
Options, outstanding, ending balance, weighted average exercise price (in dollars per share) | 0.63 | $ 0.51 | |
Options, vested and exercisable, weighted average exercise price (in dollars per share) | $ 0.64 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Options outstanding, weighted average remaining years | 5 years 9 months 14 days | 6 months 18 days | |
Options, vested and exercisable, weighted average remaining years | 5 years 8 months 19 days | ||
Options outstanding, intrinsic value | $ 17,806 | $ 168,194 | |
Options exercised, intrinsic value | 141,076 | $ 800 | |
Options, vested and exercisable, intrinsic value | $ 15,874 |
Stock-Based Compensation - RSU
Stock-Based Compensation - RSU activity (Details) - Restricted stock units | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
RSUs | |
Beginning balance, outstanding (in shares) | shares | 603,040 |
Granted (in shares) | shares | 95,636 |
Vested (in shares) | shares | (94,428) |
Forfeited (in shares) | shares | (4,845) |
Ending balance, outstanding (in shares) | shares | 599,403 |
Weighted Average Grant Date Fair Value | |
Beginning balance, outstanding (in dollars per share) | $ / shares | $ 18.97 |
Granted (in dollars per share) | $ / shares | 9.15 |
Vested (in dollars per share) | $ / shares | 17.76 |
Forfeited (in dollars per share) | $ / shares | 21.26 |
Ending balance, outstanding (in dollars per share) | $ / shares | $ 17.43 |
Weighted Average Fair Value | |
Beginning balance | $ | $ 4,819,138 |
Granted | $ | 863,989 |
Vested | $ | 848,522 |
Forfeited | $ | 55,365 |
Ending balance | $ | $ 6,146,714 |
Share-Based Compensation - Reco
Share-Based Compensation - Recognized Stock-based Compensation Expense Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 2,006 | $ 2,012 |
Cost of goods sold | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 137 | 129 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 462 | 501 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 154 | 267 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 1,253 | $ 1,115 |
Property and Equipment, net - P
Property and Equipment, net - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 22,676 | $ 22,662 |
Accumulated depreciation | (9,038) | (8,002) |
Property and equipment, net | 13,638 | 14,660 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,643 | 7,629 |
Finance lease assets | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,974 | 7,974 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 173 | 173 |
Company vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,102 | 2,102 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,401 | 1,401 |
Computers, software and related equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,091 | 3,091 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 292 | $ 292 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 913 | $ 1,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 1 Months Ended | |
May 15, 2024 vendor | Mar. 31, 2024 USD ($) vendor | |
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Non-cancellable purchase commitments, number of vendors | 2 | |
Non-cancellable purchase commitments | $ | $ 0.7 | |
Subsequent Event | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Non-cancellable purchase commitments entered into, number of vendors | 2 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party | Fitzgerald Manufacturing Partners | ||
Related Party Transaction [Line Items] | ||
Operating lease, cost | $ 0.2 | $ 0.2 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate (as a percent) | (0.04%) | (0.01%) |
Net Loss per Share - Computatio
Net Loss per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |||
Dec. 06, 2023 | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | ||
Numerator: | ||||
Net loss | $ (11,003) | $ (24,331) | ||
Net loss attributable to common stockholders, basic | (11,003) | (24,331) | ||
Net loss attributable to common stockholders, diluted | $ (11,003) | $ (24,331) | ||
Denominator: | ||||
Weighted average common shares outstanding, basic (in shares) | shares | [1] | 6,108 | 5,628 | |
Basic net loss per share (in dollar per share) | $ / shares | [1] | $ (1.80) | $ (4.32) | |
Weighted average common shares outstanding, diluted (in shares) | shares | [1] | 6,108 | 5,628 | |
Diluted net loss per share (in dollar per share) | $ / shares | [1] | $ (1.80) | $ (4.32) | |
Reverse stock split ratio | 0.0333 | |||
[1]Shares for the three months ended March 31, 2023 have been retrospectively adjusted for the 1-for-30 reverse stock split that occurred on December 6, 2023. |
Net Loss per Share - Antidiluti
Net Loss per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Contingent earn-out shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential shares that were excluded from the computation of diluted net loss per share (in shares) | 547 | 547 |
Common stock public and private warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential shares that were excluded from the computation of diluted net loss per share (in shares) | 18,833 | 18,833 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential shares that were excluded from the computation of diluted net loss per share (in shares) | 599 | 307 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential shares that were excluded from the computation of diluted net loss per share (in shares) | 2 | 52 |
If-converted common stock from convertible debt | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential shares that were excluded from the computation of diluted net loss per share (in shares) | 280 | 1,684 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 5,980 | |
Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 600,000 | |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Financial Assets | 8,000 | $ 2,917,000 |
Contingent Earn-out Shares liability | 42,000 | 39,000 |
Total Financial Liabilities | 605,000 | 434,000 |
Fair Value, Recurring | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 6,000 | 4,000 |
Fair Value, Recurring | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 557,000 | 391,000 |
Fair Value, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 8,000 | 2,917,000 |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Financial Assets | 8,000 | 2,917,000 |
Contingent Earn-out Shares liability | 0 | 0 |
Total Financial Liabilities | 557,000 | 391,000 |
Fair Value, Recurring | Level 1 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Recurring | Level 1 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 557,000 | 391,000 |
Fair Value, Recurring | Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 8,000 | 2,917,000 |
Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Financial Assets | 0 | 0 |
Contingent Earn-out Shares liability | 0 | 0 |
Total Financial Liabilities | 6,000 | 4,000 |
Fair Value, Recurring | Level 2 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 6,000 | 4,000 |
Fair Value, Recurring | Level 2 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Recurring | Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Financial Assets | 0 | 0 |
Contingent Earn-out Shares liability | 42,000 | 39,000 |
Total Financial Liabilities | 42,000 | 39,000 |
Fair Value, Recurring | Level 3 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Recurring | Level 3 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Recurring | Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 0 | $ 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in the Fair Value of the Financial Liabilities (Details) - Contingent Earn-Out Shares Liability $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value at December 31, 2023 | $ 39 |
Recognition of earn-out RSUs | 0 |
Change in fair value during the period | 3 |
Fair value at March 31, 2024 | $ 42 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant Unobservable Inputs Related To Level 3 Earn-Out Shares Liability (Details) - Level 3 | Mar. 31, 2024 $ / shares | Dec. 31, 2023 $ / shares |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out shares, liability, measurement input | 10.24 | 7.98 |
Stock price volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out shares, liability, measurement input | 0.80 | 0.80 |
Expected term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out shares, liability, measurement input | 2.39 | 2.64 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out shares, liability, measurement input | 0.045 | 0.041 |