Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2023 | Apr. 30, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Entity Registrant Name | PRESTO AUTOMATION INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39830 | |
Entity Tax Identification Number | 84-2968594 | |
Entity Address, Address Line One | 985 Industrial Road | |
Entity Address, City or Town | San Carlos | |
Entity Address State Or Province | CA | |
Entity Address, Postal Zip Code | 94070 | |
City Area Code | 650 | |
Local Phone Number | 817-9012 | |
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 | 51,997,674 | |
Entity Central Index Key | 0001822145 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | PRST | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock, each at an exercise price of $8.21 per share | |
Trading Symbol | PRSTW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 26,978 | $ 3,017 |
Accounts receivable, net of allowance for doubtful accounts of $135 and $353, respectively | 2,207 | 1,518 |
Inventories | 395 | 869 |
Deferred costs, current | 3,772 | 8,443 |
Prepaid expenses and other current assets | 1,851 | 707 |
Total current assets | 35,203 | 14,554 |
Deferred costs, net of current portion | 22 | 2,842 |
Investment in non-affiliate | 2,000 | |
Deferred transaction costs | 5,765 | |
Property and equipment, net | 1,215 | 1,975 |
Intangible assets, net | 8,436 | 4,226 |
Goodwill | 1,156 | 1,156 |
Other long-term assets | 578 | 18 |
Total assets | 48,610 | 30,536 |
Current liabilities: | ||
Accounts payable | 3,267 | 5,916 |
Accrued liabilities | 4,152 | 6,215 |
Financing obligations, current | 3,720 | 8,840 |
Term loans, current | 53,979 | 25,443 |
Convertible promissory notes and embedded warrants, current | 89,663 | |
Deferred revenue, current | 1,551 | 10,532 |
Total current liabilities | 66,669 | 146,609 |
Financing obligations, net of current | 1,860 | |
PPP loans | 2,000 | |
Warrant liabilities | 1,623 | 4,149 |
Deferred revenue, net of current portion | 264 | 237 |
Other long-term liabilities | 426 | |
Total liabilities | 70,842 | 152,995 |
Commitments and Contingencies (Refer to Note 8) | ||
Stockholders' deficit: | ||
Preferred stock, $0.0001 par value-1,500,000 shares authorized as of March 31, 2023 and June 30, 2022, respectively; no shares issued and outstanding as of March 31, 2023 and June 30, 2022 respectively | ||
Common stock, $0.0001 par value-180,000,000 shares authorized as of March 31, 2023 and June 30, 2022, and 51,921,941 and 27,974,439 shares issued and outstanding as of March 31, 2023 and June 30, 2022, respectively | 5 | 3 |
Additional paid-in capital | 176,466 | 78,321 |
Accumulated deficit | (198,703) | (200,783) |
Total stockholders' deficit | (22,232) | (122,459) |
Total liabilities and stockholders' deficit | $ 48,610 | $ 30,536 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2022 | |
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) | ||
Allowance for doubtful accounts | $ 135 | $ 353 |
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,500,000 | 1,500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 51,921,941 | 27,974,439 |
Common stock, shares outstanding | 51,921,941 | 27,974,439 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Total revenue | $ 6,607 | $ 7,534 | $ 21,316 | $ 22,459 |
Depreciation and impairment | 291 | 279 | 873 | 1,206 |
Total cost of revenue | 6,118 | 6,521 | 20,385 | 19,827 |
Gross profit | 489 | 1,013 | 931 | 2,632 |
Operating expenses: | ||||
Research and development | 5,496 | 3,927 | 16,877 | 11,733 |
Sales and marketing | 2,127 | 1,966 | 6,753 | 4,791 |
General and administrative | 7,408 | 2,978 | 19,608 | 7,110 |
Loss on infrequent product repairs | 119 | 582 | ||
Total operating expenses | 15,031 | 8,990 | 43,238 | 24,216 |
Loss from operations | (14,542) | (7,977) | (42,307) | (21,584) |
Change in fair value of warrants and convertible promissory notes | 1,599 | 18,102 | 61,043 | (11,668) |
Interest expense | (2,991) | (1,162) | (9,397) | (3,418) |
Loss on extinguishment of debt and financing obligations | (8,095) | |||
Other financing and financial instrument expenses, net | (1,768) | |||
Other income (expense), net | 257 | (12) | 2,612 | 2,629 |
Total other income (expense), net | (1,135) | 16,928 | 44,395 | (12,457) |
Income (loss) before provision for income taxes | (15,677) | 8,951 | 2,088 | (34,041) |
Provision (benefit) for income taxes | 3 | (3) | 8 | 21 |
Net income (loss) and comprehensive income (loss) | (15,680) | 8,954 | 2,080 | (34,062) |
Numerator adjustments for diluted earnings per share: | ||||
Less: Change in fair value of convertible notes | (16,307) | |||
Net income (loss) attributable to common stockholders, diluted | $ (15,680) | $ (7,353) | $ 2,080 | $ (34,062) |
Net income (loss) per share attributable to common stockholders, basic | $ (0.30) | $ 0.33 | $ 0.05 | $ (1.25) |
Net income (loss) per share attributable to common stockholders, diluted | $ (0.30) | $ (0.23) | $ 0.04 | $ (1.25) |
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic | 51,453,368 | 27,316,602 | 44,173,570 | 27,213,403 |
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted | 51,453,368 | 31,838,707 | 54,539,795 | 27,213,403 |
Platform | ||||
Total revenue | $ 3,088 | $ 5,083 | $ 11,617 | $ 14,754 |
Cost of revenue | 2,743 | 4,057 | 10,951 | 11,872 |
Transaction | ||||
Total revenue | 3,519 | 2,451 | 9,699 | 7,705 |
Cost of revenue | $ 3,084 | $ 2,185 | $ 8,561 | $ 6,749 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) $ in Thousands | Common Stock Previously Reported | Common Stock Revision of Prior Period, Adjustment | Common Stock | Additional Paid-in Capital Previously Reported | Additional Paid-in Capital Revision of Prior Period, Adjustment | Additional Paid-in Capital | Accumulated Deficit Previously Reported | Accumulated Deficit | Convertible Preferred Stock Previously Reported | Convertible Preferred Stock Revision of Prior Period, Adjustment | Previously Reported | Total |
Beginning balance at Jun. 30, 2021 | $ 5 | $ (2) | $ 3 | $ 74,417 | $ 30 | $ 74,447 | $ (144,469) | $ (144,469) | $ 28 | $ (28) | $ (70,019) | $ (70,019) |
Beginning balance (in shares) at Jun. 30, 2021 | 5,132,354 | 21,980,406 | 27,112,760 | 28,343,420 | (28,343,420) | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Issuance of common stock upon exercise of stock options | 104 | 104 | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 241,393 | |||||||||||
Fair value of issued warrants on common stock | 348 | 348 | ||||||||||
Stock-based compensation | 1,384 | 1,384 | ||||||||||
Net income (Loss) | (34,062) | (34,062) | ||||||||||
Ending balance at Mar. 31, 2022 | $ 3 | 76,283 | (178,531) | (102,245) | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 27,354,153 | |||||||||||
Beginning balance at Dec. 31, 2021 | $ 3 | 75,459 | (187,485) | (112,023) | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 27,260,624 | |||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Issuance of common stock upon exercise of stock options | 46 | 46 | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 93,529 | |||||||||||
Fair value of issued warrants on common stock | 348 | 348 | ||||||||||
Stock-based compensation | 430 | 430 | ||||||||||
Net income (Loss) | 8,954 | 8,954 | ||||||||||
Ending balance at Mar. 31, 2022 | $ 3 | 76,283 | (178,531) | (102,245) | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 27,354,153 | |||||||||||
Beginning balance at Jun. 30, 2022 | $ 6 | $ (3) | $ 3 | $ 78,290 | $ 31 | 78,321 | $ (200,783) | (200,783) | $ 28 | $ (28) | $ (122,459) | (122,459) |
Beginning balance (in shares) at Jun. 30, 2022 | 6,196,257 | 21,778,182 | 27,974,439 | 28,343,420 | (28,343,420) | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Issuance of common stock upon exercise of stock options | 280 | $ 280 | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 517,515 | 511,670 | ||||||||||
Fair value of issued warrants on common stock | 1,352 | $ 1,352 | ||||||||||
Issuance of common stock upon net exercise of warrants (in shares) | 136,681 | |||||||||||
Issuance of common stock | 1,100 | 1,100 | ||||||||||
Issuance of common stock (in shares) | 143,333 | |||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 798,239 | |||||||||||
Issuance of shares and transfer of warrants upon termination of convertible note agreement | 2,412 | 2,412 | ||||||||||
Issuance of shares and transfer of warrants upon termination of convertible note agreement (in shares) | 323,968 | |||||||||||
Conversion of convertible notes into common stock | $ 1 | 41,391 | 41,392 | |||||||||
Conversion of convertible notes into common stock (in shares) | 8,147,938 | |||||||||||
Warrants issued with Credit Agreement | 2,076 | 2,076 | ||||||||||
Reclassification of liability classified warrants to equity | 830 | 830 | ||||||||||
Contribution by shareholder in conjunction with Credit Agreement | 2,779 | 2,779 | ||||||||||
Earnout shares stock-based compensation | 3,478 | 3,478 | ||||||||||
Merger and PIPE Financing | $ 1 | 35,737 | 35,738 | |||||||||
Merger and PIPE Financing (in shares) | 13,879,828 | |||||||||||
Stock-based compensation | 6,710 | 6,710 | ||||||||||
Net income (Loss) | 2,080 | 2,080 | ||||||||||
Ending balance at Mar. 31, 2023 | $ 5 | 176,466 | (198,703) | (22,232) | ||||||||
Ending balance (in shares) at Mar. 31, 2023 | 51,921,941 | |||||||||||
Beginning balance at Dec. 31, 2022 | $ 5 | 170,794 | (183,023) | (12,224) | ||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 51,231,608 | |||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Issuance of common stock upon exercise of stock options | 220 | 220 | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 370,692 | |||||||||||
Fair value of issued warrants on common stock | 499 | 499 | ||||||||||
Issuance of common stock | 100 | 100 | ||||||||||
Issuance of common stock (in shares) | 10,000 | |||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 309,641 | |||||||||||
Earnout shares stock-based compensation | 1,604 | 1,604 | ||||||||||
Stock-based compensation | 3,249 | 3,249 | ||||||||||
Net income (Loss) | (15,680) | (15,680) | ||||||||||
Ending balance at Mar. 31, 2023 | $ 5 | $ 176,466 | $ (198,703) | $ (22,232) | ||||||||
Ending balance (in shares) at Mar. 31, 2023 | 51,921,941 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 2,080 | $ (34,062) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation, amortization and impairment | 1,262 | 1,524 |
Stock-based compensation | 5,794 | 1,384 |
Earnout share stock-based compensation | 3,478 | |
Contra-revenue associated with warrant agreement (Refer to Note 2) | 1,073 | 0 |
Noncash expense attributable to fair value liabilities assumed in Merger | 34 | |
Change in fair value of liability classified warrants | (12,555) | 1,066 |
Change in fair value of warrants and convertible promissory notes | (48,271) | 10,602 |
Amortization of debt discount and debt issuance costs | 2,433 | 405 |
Loss on extinguishment of debt and financing obligations | 8,095 | |
Paid-in-kind interest expense | 4,604 | 15 |
Share and warrant cost on termination of convertible note agreement | 2,412 | |
Forgiveness of PPP Loan | (2,000) | (2,599) |
Change in fair value of unvested founder shares liability | (1,392) | |
Noncash lease expense | 264 | |
Loss on disposal off property and equipment | 16 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (689) | (524) |
Inventories | 474 | (905) |
Deferred costs | 7,769 | 8,978 |
Prepaid expenses and other current assets | (742) | 538 |
Other long-term assets | (80) | |
Accounts payable | 1,480 | (4,297) |
Vendor financing facility | (6,792) | |
Accrued liabilities | (2,137) | (2,551) |
Deferred revenue | (8,954) | (10,917) |
Other long-term liabilities | (247) | (200) |
Net cash used in operating activities | (35,719) | (38,415) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (229) | (214) |
Payments relating to capitalized software | (3,584) | (1,249) |
Investment in non-affiliate | (2,000) | |
Net cash used in investing activities | (5,813) | (1,463) |
Cash Flows from Financing Activities | ||
Proceeds from the exercise of common stock options | 280 | 104 |
Proceeds from the issuance of term loans | 60,250 | 12,600 |
Payment of debt issuance costs | (1,294) | (1,287) |
Repayment of term loans | (32,980) | |
Payment of penalties and other costs on extinguishment of debt | (6,144) | |
Proceeds from issuance of convertible promissory notes and embedded warrants | 5,500 | |
Principal payments of financing obligations | (3,669) | (2,009) |
Proceeds from the issuance of common stock | 1,100 | |
Contributions from Merger and PIPE financing, net of transaction costs and other payments | 49,840 | |
Payments of deferred transaction costs | (1,890) | (1,541) |
Net cash provided by financing activities | 65,493 | 13,367 |
Net increase (decrease) in cash and cash equivalents | 23,961 | (26,511) |
Cash and cash equivalents at beginning of period | 3,017 | 36,909 |
Cash and cash equivalents at end of period | 26,978 | 10,398 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Capitalization of stock-based compensation expense to capitalized software | 916 | 9 |
Issuance of warrants (Refer to Note 2) | 1,352 | 1,466 |
Capital contribution from shareholder in conjunction with Credit Agreement | 2,779 | |
Issuance of warrants in conjunction with Credit Agreement | 2,705 | |
Issuance of warrants in conjunction with Lago Term Loan | 843 | |
Convertible note conversion to common stock | 41,392 | |
Reclassification of warrants from liabilities to equity | 830 | |
Recognition of liability classified warrants upon Merger | 9,388 | |
Recognition of Unvested Founder Shares liability | 1,588 | |
Forgiveness of PPP Loan | 2,000 | 2,599 |
Transaction costs recorded in accounts payable and accrued liabilities | 5,584 | |
Right of use asset in exchange for operating lease liability | $ 308 | |
Cancellation of June 2021 Note and related accrued interest, with issuance of February 2022 Note | $ 20,663 |
Summary of Business and Signifi
Summary of Business and Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2023 | |
Summary of Business and Significant Accounting Policies | |
Summary of Business and Significant Accounting Policies | 1. Summary of Business and Significant Accounting Policies Description of Business Presto Automation Inc. and its subsidiaries (together, “Presto” or the “Company”) is headquartered in San Carlos, California. Prior to the Merger (as defined below), the Company operated as E la Carte, Inc. (“Legacy Presto”). E la Carte, Inc. was incorporated in the State of Delaware in October 2008. In 2018, E la Carte, Inc. together with its subsidiary adopted “Presto” as its trade name or doing business as (“ dba Merger with Ventoux CCM Acquisition Corp. On September 21, 2022, Ventoux CCM Acquisition Corp. (“Ventoux” or “VTAQ”) and its subsidiaries, then a special purpose acquisition corporation, acquired Legacy Presto via a series of mergers, whereby Legacy Presto became a limited liability company and a wholly owned subsidiary of Ventoux (the “Merger”). Upon completion of the Merger, Ventoux CCM Acquisition Corp. was renamed Presto Automation Inc. Prior to the Merger, Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC were the co-sponsors of Ventoux (together the “Sponsors”) and with the close of the Merger remained significant shareholders in the Company. Trust Proceeds and PIPE investment Following the closing of the Ventoux’s initial public offering on December 30, 2020, $151.5 million was placed in a trust account, (the “Trust”), for which various redemptions of amounts in the Trust were made up until the date of the Merger. On the closing date of the Merger, $9.5 million of unredeemed funds were released to Ventoux from the Trust. In connection with the execution of the Merger, Ventoux entered into separate subscription with a number of investors, pursuant to which the subscribers agreed to purchase, and Ventoux agreed to sell to the subscribers, an aggregate of 7,133,687 shares of common stock (the “PIPE Shares”), for an aggregate purchase price of $55.4 million, in a private placement pursuant to the subscription agreements (the “PIPE”). The PIPE investment closed simultaneously with the consummation of the Merger. Upon consummation of the Merger, Presto received approximately $49.8 million from the Trust and PIPE, net of transaction costs and other payments as set forth as follows: Net Cash Cash—Ventoux Trust and working capital cash $ 9,584 Cash—PIPE investment 55,400 Less: transaction costs and other payments (1) (15,144) Total $ 49,840 (1) Amount reflects (1) the repayment of $1.9 million of Ventoux related party loans utilizing proceeds from Trust, (2) the payment of $7.8 million in Ventoux transaction costs related to the Merger, (3) the payment of $4.9 million in Legacy Presto transaction costs related to the Merger and (4) the payment of certain other costs not directly related to the Merger in the amount of $0.5 million. Legacy Presto also incurred $2.1 million in transaction costs which were paid via the issuance of 260,000 Company shares. Further in conjunction with the Merger, Legacy Presto incurred $3.2 million in transaction costs which were either paid prior to or after the Merger. As of March 31, 2023, all of the transaction costs incurred by Legacy Presto have been fully paid. Accordingly, in total Legacy Presto incurred transaction costs amounting to $10.4 million. Legacy Presto Convertible Promissory Notes and Equity and the Exchange Immediately prior to the closing of the Merger, all convertible promissory notes were converted into Legacy Presto common stock, all shares of outstanding redeemable convertible preferred stock of Legacy Presto were automatically converted into shares of Legacy Presto common stock, and all outstanding warrants for Legacy Presto shares were either exercised or exchanged into warrants of common stock of Presto. Upon the consummation of the Merger, each share of Legacy Presto common stock issued and outstanding was canceled and converted into the right to receive 0.8099 shares (the “Exchange Ratio”) of common stock of Ventoux. Further the outstanding equity awards (including warrant, stock option and RSU holders) of Legacy Presto were canceled and converted using the Exchange Ratio with the holders receiving equivalent outstanding equity awards (including warrant, stock option and RSU holders) in the Company. Earnout Arrangement with holders of Legacy Presto Common Stock and Outstanding Equity Awards Concurrent with the closing of the Merger, holders of Legacy Presto common stock and outstanding equity awards (including warrant, stock option and RSU holders) had the right to receive up to an aggregate amount of 15,000,000 shares of Company common stock (or equivalent equity award) that would be issued as follows: ● 7,500,000 shares, if, during the period from and after the closing of the Merger until the third anniversary of the closing of the Merger, the Volume Weighted Average Price (“ VWAP ” as defined in the Agreement and Plan of Merger among Ventoux CCM Acquisition Corp., as Acquiror, Ventoux Merger Sub I Inc. as First Merger Sub., Ventoux Merger Sub II LLC as Second Merger Sub and E La Carte, Inc. as the Company, dated November 10, 2021 (the “Business Combination Agreement”) of Presto common stock is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days, and ● an additional 7,500,000 shares, if, during the period from and after the closing of the Merger until the fifth anniversary of the closing of the Merger, the VWAP of Presto common stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days The earnout shares are equity classified since they do not meet the liability classification criteria outlined in ASC 480, Distinguishing Liabilities from Equity million, and As of March 31, 2023, unrecognized stock-based compensation expense is $11.3 million which is expected to be recognized over a weighted-average period of 1.5 years. Stock-based compensation for awards with a performance-based vesting condition that was previously deemed not probable to occur as of December 31, 2022, was modified in the three months ended March 31, 2023 to waive the condition and thus the performance condition was removed and resulted in an immaterial modication of expense and the awards are now vesting according to the original awards vesting schedule. As of March 31, 2023, Unvested Founder Share Arrangement with Founders At the Closing, 444,500 founders shares held by the Sponsors (the “unvested founders shares”) became subject to the following vesting and forfeiture provisions: (i) the first 25% of such unvested founder shares owned by the Sponsors vest at such time as a $12.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date, (ii) the next 25% of such unvested founder shares owned by the Sponsors vests at such time as a $15.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date., (iii) the next 25% of such unvested founder shares owned by the Sponsors vest at such time as a $20.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date and (iv) the remaining 25% of such unvested founder shares owned by the Sponsors shall vest at such time as a $25.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date. A “Stock Price Level” is considered achieved when the VWAP of the common stock is greater than or equal to the applicable threshold for any 40 consecutive trading days within a 60 trading day period. If the applicable Stock Price Level is not achieved on or prior to the date that is five years after the Closing Date, the applicable unvested founder shares shall not vest and shall be automatically forfeited and cancelled for no consideration. In the event of a change of control, any unvested founder shares shall automatically vest. As of March 31, 2023, all of the unvested founder shares remain unvested as the vesting conditions have not been achieved. The Company has concluded that the unvested founder shares are accounted for as equity-linked instruments under ASC 815-40 and are not indexed to the entity’s own stock and accordingly, such financial instruments are classified as liabilities. With the closing of the Merger, the Company recorded $1.6 million within other long-term liabilities. During the period from the closing of the Merger until March 31, 2023 and the three months ended March 31, 2023 the Company recorded a gain on remeasurement of $1.4 million and $0.2 million respectively, which are included in change in fair value of warrants and convertible promissory notes in the condensed consolidated statement of operations and comprehensive income (loss). Upon the closing of the Merger, Ventoux’s certificate of incorporation was amended and restated to, among other things, change its name from Ventoux CCM Acquisition Corp. to Presto Automation Inc., increase the total number of authorized shares of all classes of capital stock to 181,500,000 shares, of which 180,000,000 shares are designated as common stock, $0.0001 par value per share; and 1,500,000 shares designated preferred stock, $0.0001 par value per share. Immediately following the closing of the Merger, there were 50,639,837 shares of the Company’s common stock issued and outstanding The Merger is accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States of America (“ U.S. GAAP Business Combinations Total net liabilities of Ventoux assumed by the Company was $9.8 million, which is inclusive of a liability for the private warrants of $9.4 million but excludes the $55.4 million in PIPE proceeds raised by Ventoux immediately prior to the Merger. The remaining net liabilities assumed from Ventoux were immaterial to the Company. Cyborg Ops As a consequence to the closing of the Merger, bonus and deferred consideration amounts owed to certain founding members of CyborgOps became due and payable resulting in an expense of $1.9 million, of which $1.8 million and $0.1 million has been recorded within research and development and sales and marketing, respectively, in the condensed consolidated statement of operations and comprehensive income (loss) for nine months ended March 31, 2023. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s condensed consolidated financial statements may not be comparable to financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the Company’s total annual gross revenue is at least $1.1 billion, (ii) the last day of the fiscal year following the fifth anniversary of the completion of Ventoux’s initial public offering, which occurred on December 30, 2020, (iii) the date on which the Company issued more than $1.0 billion in non-convertible debt securities during the prior three-year period, or (iv) the date on which the Company becomes a large accelerated filer. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“ SEC FASB In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. They include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2023, and its results of operations for the three and nine months ended March 31, 2023 and 2022 and cash flows for the nine months ended March 31, 2023 and 2022. The results for the three and nine months ended March 31, 2023 and 2022, are not necessarily indicative of the results expected for the year or any other periods. These interim financial statements should be read in conjunction with the Legacy Presto’s financial statements and related notes for the fiscal year ended June 30, 2022 included as Exhibit 99.1 of the Current Report on Form 8-K as filed with the SEC on December 16, 2022, where we include additional information on our critical accounting estimates, policies, and the methods and assumptions used in our estimates. The unaudited condensed consolidated balance sheet as of June 30, 2022, has been derived from the Company’s audited financial statements. Use of Estimates The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenues, expenses, and disclosures. Accordingly, actual amounts could differ from those estimates, and those differences could be material. Uses of estimates include, but are not limited to, the collectability of accounts receivable, the useful lives of property and equipment and intangible assets, inventory valuation, the fair value of financial instruments, valuation of deferred tax assets and liabilities, valuation assumptions utilized in calculating the estimated value of stock-based compensation, valuation of warrants, earnout arrangements and unvested founder shares, valuation of goodwill and intangible assets acquired and impairment of long-lived assets. The Company has assessed the impact and is not aware of any specific events or circumstances that required an update to the Company’s estimates and assumptions or materially affected the carrying value of the Company’s assets or liabilities as of the date of issuance of this report. These estimates may change as new events occur and additional information is obtained. Risk and Uncertainties The Company is subject to a number of risks common to emerging, technology-based companies, including a limited operating history; dependence on key individuals; rapid technological changes; competition from substitute products and larger companies; the need for additional financing to fund future operations; and the successful development, marketing, and outsourced manufacturing of the Company’s products and services as well as the impact of the novel coronavirus disease (“ COVID-19 Impact of COVID-19 The Company has been subject to risks and uncertainties because of the outbreak of COVID-19, and actions takend by the federal, state and local governments to control the spread of infections. The extent of any continuing impact of the COVID-19 pandemic on the Company’s business remains uncertain and difficult to predict, as government authorities may implement new restrictions in response to changes in the number of COVID-19 infections or new variants of the disease. Additionally, economies worldwide have been negatively impacted by the COVID-19 pandemic, which resulted in a global economic slowdown, supply chain issues and inflationary pressures. The Company took several actions to mitigate the effects of the COVID-19 pandemic on its operations and franchisees. In April 2020, the Company received a loan of approximately $2.6 million under the U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“ PPP In the three and nine months ended March 31, 2022, the volume of repair charges the Company experienced was higher than usual due to a liquid ingress issue resulting from COVID-19 related actions by its customers. The Company’s devices failed primarily due to the use of extremely strong commercial disinfectant solutions by customers to clean the hardware devices as a mandatory precaution protocol due to COVID-19. Due to use of commercial cleaning products, the solution leaked into the hardware causing significant damage to the devices and requiring replacement of such devices. To prevent disruption to customers’ businesses, the Company incurred losses on infrequent customer repairs of $0.1 million and $0.6 million for the three and nine months ended March 31, 2022, respectively, for this issue. The Company has an outstanding claim to recover the costs from its third-party subcontractor who manufactures the hardware, for which the Company received a favorable arbitrator ruling in June 2022. Refer to Note 8 for further details. The severity of any continued impact of the COVID-19 pandemic or similar health emergencies or pandemics in the future on the Company’s business will depend on a number of factors, including, but not limited to, how long the pandemic will last, whether/when recurrences of the virus may arise, what restrictions on in-restaurant dining may be enacted or re-enacted, the availability and acceptance of vaccines, the timing, and extent of customer re-engagement with its brands and, in general, what the short- and long-term impact on consumer discretionary spending may be on the Company and the restaurant industry as a whole, all of which are uncertain and cannot be predicted. The Company’s future results of operations and liquidity could be impacted adversely by future dine-in restrictions and the failure of any initiatives or programs that the Company may undertake to address financial and operational challenges faced by it and its franchisees. As such, the extent to which the Company’s financial condition , liquidity, or results of operations may be negatively impacted by COVID-19 or other health emergencies or pandemics, resulting supply chain disruptions, inflationary pressures and general macroeconomic conditions remains highly uncertain. Liquidity and Capital Resources As of March 31, 2023 and June 30, 2022, the Company’s principal sources of liquidity were cash and cash equivalents of $27.0 and $3.0, respectively, which were held for working capital purposes. Since inception, the Company has financed its operations primarily through financing transactions such as the issuance of convertible promissory notes and loans, and sales of convertible preferred stock. The Company has incurred recurring operating losses since its inception, including operating losses of $42.3 million and $21.6 million for the nine months ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and June 30, 2022, respectively, the Company had an accumulated deficit of $198.7 million and $200.8 million and the Company expects to generate operating and net losses for the near term. Cash from operations could also be affected by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic, including timing of cash collections from customers. While the Company received net cash of $49.8 million from the completion of the Merger and raised net cash proceeds of $13.7 million from the issuance of new debt and payment of certain legacy debt obligations, additional capital infusion will be necessary in order to fund currently anticipated expenditures, and to meet the Company’s obligations as they come due. The Company’s future capital requirements will depend on many factors, including the revenue growth rate, subscription renewal activity, billing frequency, the success of future product development, and the timing and extent of spending to support further sales and marketing and research and development efforts. The Company intends to secure additional fundings from either public or private financing sources, and these plans for additional financings are intended to mitigate the conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern, however as the plans are outside of management’s control, the Company cannot ensure they will be effectively implemented. In the event that additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to it or at all. If the Company is unable to raise additional capital when desired, its business, results of operations, and financial condition would be materially and adversely affected. As a result, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued. The Company’s condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Concentrations of Risks, Significant Customers and Investments The Company’s financial instruments are exposed to concentrations of credit risk and consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with high-quality financial institutions with investment-grade ratings. In the event of a failure of any financial institutions where the Company maintains deposits, it may lose timely access to its funds and incur losses to the extent its deposits exceed amounts insured by the Federal Deposit Insurance Corporation, as described below. The following three largest restaurant logos (including, as applicable, the franchisees of such restaurants aggregated as a single customer for reporting purposes) accounted for more than 10% of revenues: Three months ended March 31, Nine months ended March 31, 2023 2022 2023 2022 Customer A 62 % 51 % 61 % 51 % Customer B 16 % 26 % 21 % 26 % Customer C 18 % 14 % 15 % 16 % 96 % 91 % 97 % 93 % The following restaurant logos accounted for more than 10% of accounts receivable: As of March 31, As of June 30, 2023 2022 Customer A 39 % 31 % Customer B 20 % 41 % Customer D 27 % 11 % 86 % 83 % * The Company also is exposed to vendor concentration risk as it supplies tablets from one vendor and currently source some hardware and software components used in the AI Platform from one vendor. The Company’s operating results could be adversely affected should any of the following occur: the vendor used to supply tablets increases their prices or either vendor incurs disruptions in its supply of goods or services. Financial Institutions Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents on deposit with financial institutions, the balances of which frequently exceed federally insured limits. On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. If any of the financial institutions with whom we do business were to be placed into receivership, we may be unable to access to the cash we have on deposit with such institutions. If we are unable to access our cash and cash equivalents as needed, our financial position and ability to operate our business could be adversely affected. The Company has $26.5 million in deposits in excess of the FDIC limits at March 31, 2023. Segment Information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker (“ CODM The Company has operations in the United States and Canada. The Company earns primarily all of its revenue in the United States and all of its long-lived assets are held in the United States. Investment in non-affiliate Investments in non-affiliates include equity security investments in third party entities without a readily determinable fair value in which the Company’s influence is deemed non-significant. Investments in non-affiliates are recorded using the measurement alternative for investments without readily determinable fair values, whereby the investment is measured at cost less any impairment recorded or observable price changes. Any impairments or observable price changes are reported in other income, net in the condensed consolidated statements of operations and comprehensive income (loss). Leases The Company leases real estate facilities under a non-cancelable operating lease with remaining lease terms of six months to three years. The Company determines if an arrangement contains a lease at inception based on whether there is an identified property or equipment and whether the Company controls the use of the identified asset throughout the period of use. The Company adopted ASU No. 2016-02, Leases Topic 842 Upon adoption the Company recorded a right of use asset (“ROU”) and an operating lease liabilities. The operating lease ROU asset represents the Company’s right to use the underlying asset for the lease term and the lease liability represents the Company’s obligation to make lease payments arising from the lease. The operating lease liability is measured and recognized at the lease inception date based on the present value of lease payments over the lease term discounted based on the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate (which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease). Because the Company’s operating lease does not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at lease commencement date for borrowings with a similar term. The Company’s operating lease ROU asset is measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred, and (iii) tenant incentives under the lease. The Company does not assume renewals or early terminations unless it is reasonably certain to exercise these options at commencement. The Company does not allocate consideration between lease and non-lease components. The Company’s lease agreement contains variable costs such as common area maintenance, operating expenses, or other costs. Variable lease payments are recognized in the period in which the obligation for those payments are incurred. In addition, the Company does not recognize ROU assets or lease liabilities for leases with a term of twelve months or less of all asset classes; lease expense from these leases are recognized on a straight-line basis over the lease term. Revenue Recognition During the three and nine months ended March 31, 2023 and 2022, the Company derived its revenues from two revenue streams: (1) sales and leases of the Presto Touch and AI Platform products (“ Platform revenue Transaction revenue Platform Revenue The platform revenue stream is generated from fees charged to customers for access to the Company’s Presto Touch, which is recognized ratably. Part of the total contract value is due upon execution of the contract, and the remainder is due when the customer goes live. The contracts with customers are generally for a term ranging from 12 to 48 months. Amounts invoiced in excess of revenue recognized are recorded as deferred revenue. Revenue generated from the AI Platform (previously Voice and Vision) was not material for the three and nine months ended March 31, 2023 and 2022. Such revenue generated from the AI Platform is inclusive of contra-revenue related to the fair value of the warrant treated as a reduction to the transaction price of an AI Platform customer of $0.5 million and $1.1 million for the three and nine months ended March 31, 2023, respectively. For further details of the terms of the warrant, refer to Note 10. The Company also maintains arrangements with certain customers whereby the Company leases the Presto Touch to its customer. Revenue associated with the lease is recognized on a straight-line basis as platform revenue over the lease term in the condensed consolidated statements of operations and comprehensive loss. Transaction Revenue Transaction revenue consists of a single performance obligation recognized at a point in time when the content is delivered and used. Transaction revenue is recognized on a gross basis as the Company is the principal in the relationship and the restaurant acts as a sales agent between the Company and the diner to upsell premium content purchases during the dining experience. The Company is the principal as the Company is the primary obligor responsible for fulfillment, controls the gaming license and its accessibility and has influence in establishing the price charged to the diner. The portion of gaming service collections withheld by the restaurant for sales commission are recorded to transaction cost of revenues. The Company determines revenue recognition through the following steps: 1. Identification of the contract, or contracts, with a customer — the Company enters into a master sales agreement (“ MSA ”) with the customer which is signed by both parties. The rights and obligations are outlined in the MSA and payment terms are clearly defined. The Company then enters into a license agreement, typically with each franchisee, which outlines the specified goods and services to be provided. The Company may also enter into separate gaming agreements with diners, whereby the customer agrees to pay for use of the premium content. Each MSA, in conjunction with a license agreement, and each gaming agreement, has commercial substance, whereby the Company is to provide products and services in exchange for payment, and collectability is probable. 2. Identification of the performance obligations in the contract — The Company’s contracts with customers include promises to transfer multiple goods and services. For all arrangements with multiple services, the Company evaluates whether the individual services qualify as distinct performance obligations. In the Company’s assessment of whether a service is a distinct performance obligation, the Company determines whether the customer can benefit from the service on its own or with other readily available resources and whether the service is separately identifiable from other services in the contract. This evaluation requires the Company to assess the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated, highly interrelated, or significantly modify each other, which may require judgment based on the facts and circumstances of the contract. The Company identified the following performance obligations: for the MSAs and license agreements, 1) sales or leases of hardware, software-as-a-service (“ Saas ”) and maintenance as one combined performance obligation (“ Presto Touch ”) and for gaming agreements, 2) premium content, or gaming. Professional services were insignificant during the three and nine months ended March 31, 2023 and 2022. The Presto Touch is considered a single performance obligation because each element of the Presto Touch is interdependent and cannot function independently. The software and hardware for the Presto Touch represent one combined output and the customer cannot benefit from the use of one element without the other. When the Company enters into gaming agreements, the Company’s Presto Touch includes the capability of providing entertainment services, designed (either on its own or through other subcontractors) and provided by the Company via internet, that can be purchased by diners. The games are only accessible over the internet, and upon the diner making the decision to pay for the content, the diner receives the right to access the game on the Presto Touch. Gaming fees are usage based through the diner’s use of the device and stipulated in a separate contract with the diner. Any fees that are incurred are collected by the restaurant as part of the normal payment for the dining check from the diner and remitted back to the Company, net of commissions paid |
Revenue
Revenue | 9 Months Ended |
Mar. 31, 2023 | |
Revenue | |
Revenue | 2. Revenue Contract Balances The Company receives payments from customers based on a billing schedule as established in its customer contracts. Accounts receivable is recorded when the Company contractually has the right to consideration. In some arrangements, a right to consideration for its performance under the customer contract may occur before invoicing to the customer, resulting in contract assets. The amount of contract assets included within accounts receivable before allowances, in the condensed consolidated balance sheets was $0.7 million and $0.5 million as of March 31, 2023 and June 30, 2022, respectively. Contract liabilities consist of deferred revenue. Deferred revenue represents amounts that have been invoiced in advance of revenue recognition, and the balance is recognized as revenue when transfer of control to customers has occurred or services have been provided. The current portion of deferred revenue balances are recognized during the following twelve-month period. The following table summarizes the activity in deferred revenue: Deferred Revenue Balance as of June 30, 2021 $ 25,623 Additions 2,355 Revenue recognized (13,271) Balance as of March 31, 2022 $ 14,707 Deferred Revenue Balance as of June 30, 2022 $ 10,769 Additions 2,060 Revenue recognized (11,014) Balance as of March 31, 2023 $ 1,815 As of March 31, 2023, approximately $2.8 million of revenue is expected to be recognized from remaining performance obligations for customer contracts. The Company expects to recognize revenue on approximately $2.5 million of these remaining performance obligations over the next 12 months with the balance recognized thereafter. On July 29, 2019, the Company entered into an arrangement with Customer A whereby it agreed to provide a $5.0 million marketing development payment once the roll out phase was completed, which occurred on June 4, 2020, with the payment coming due on July 4, 2020. This payment is treated as an offset to revenue recognized under the contract over 4 years and interest accrues on the unpaid balance at a rate of 12% per annum. The payment due on July 4, 2020 was not paid by the Company. As of March 31, 2023 and June 30, 2022, the Company had incurred $0 and $0.2 million of accrued interest expense, respectively. On September 29, 2021, the Company entered into a settlement agreement with Customer A regarding the payment of a $5.0 million marketing development payment and related accrued interest to be made to the customer and $2.0 million in handheld services to be provided to the customer under a previous contract. Through the settlement agreement, the Company agreed to provide certain alternative installation and replacement services with a value of $2.0 million and cover expenses on behalf of the customer related to a liquid ingress issue resulting from COVID-19 of $3.3 million. The liquid ingress issue was a result of the Company’s devices failure primarily due to the use of extremely strong commercial disinfectant solutions by the Company’s customers to clean the hardware devices as a mandatory precaution protocol due to COVID-19. In return, the customer agreed to reduce the payment to be made from $5.0 million to $3.2 million, waive the related accrued interest of $0.8 million and no longer request a refund on a $2.0 million payment it had previously made for handheld services. Of the amounts, $2.9 million was accounted for as contra-loss on infrequent product repairs, $2.4 million as a reduction to accounts payable for the principal and accrued interest owed, $0.3 million as a reduction to deferred revenue, and $0.2 million as prepaid interest as of and for the fiscal year ended June 30, 2021. Subsequently, $0.2 million interest expense was recognized against the prepaid interest balance, $3.2 million was recognized as a reduction to accounts payable for the payment of the outstanding marketing development amount in October 2021. Revenue relating to the installation and replacement services provided as a part of the contract modification was $0.1 million and $0.5 million for the three and nine months ended March 31, 2023, respectively, and $0.1 million and $0.5 million was recognized as revenue relating to the installation and replacement services provided as part of the contract modification for the three and nine months ended March 31, 2022. The Company will continue to offset revenue recognized based on the original $5.0 million marketing development fund. On October 29, 2021, the Company entered into an arrangement with a customer whereby it issued a warrant to purchase 404,961 shares of common stock. Refer to Note 10 for further details. The fair value of the warrant is treated as a reduction to the transaction price of the customer contract and will be recorded as contra-revenue. Contra-revenue recognized related to the warrant was $0.5 million and $1.1 million for the three and nine months ended March 31, 2023, respectively. There was no contra-revenue recognized during the three and nine months ended March 31, 2022. AI Platform The Company remits a share of the gross billings from its arrangement with Customer D to its hardware and software vendor. The Company determined it is the agent in the relationship as it does not control the AI Platform hardware, software, and certain services, and is not primarily responsible for fulfilling the promise to Customer D. The revenue share paid to the Company’s hardware and software vendor under the Company’s AI Platform revenue share agreement ranged from 64% - 68% of the gross billings to the customer for the three and nine months ended March 31, 2023. Transaction Revenue The commissions paid to restaurants under the Company’s gaming revenue share agreements ranged between 84% - 90% and 83% - 90% of premium content revenue by customer logo for the three and nine months ended March 31, 2023, respectively, while the commissions paid to restaurants under the Company’s gaming revenue share agreements ranged between 82% - 90% and 81% - 90% of premium content revenue by customer logo for the three and nine months ended March 31, 2022, respectively. Disaggregation of Revenue No single country other than the United States represented 10% or more of the Company’s revenue during three and nine months ended March 31, 2023 and 2022. For the three and nine months ended March 31, 2023, $0.6 million and $1.5 million of revenue was from leasing arrangements or with predominant leasing components, respectively, while for the three and nine months ended March 31, 2022, $0.5 million and $1.8 million of revenue was from leasing arrangements, respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | 3. Fair Value Measurements The following table provides a summary of all financial instruments measured at fair value: As of March 31, 2023 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents: Money market funds $ 2,042 $ — $ — $ 2,042 Total financial assets $ 2,042 $ — $ — $ 2,042 Financial liabilities: Unvested founder shares liability $ — $ — $ 196 196 Warrant liabilities — — 1,623 1,623 Total financial liabilities $ — $ — $ 1,819 $ 1,819 As of June 30, 2022 Level 1 Level 2 Level 3 Total Financial liabilities: Convertible promissory notes and embedded warrants $ — $ — $ 89,663 $ 89,663 Warrant liabilities — — 4,149 4,149 Total financial liabilities $ — $ — $ 93,812 $ 93,812 Valuation Assumptions Related to Unvested Founder Share Liability The fair value of the unvested founder shares liability was determined by the Company using a Monte Carlo valuation model, which requires significant estimates including the expected volatility of our common stock based on the historical volatility of comparable publicly traded companies and the risk-free rate. The Company estimated the fair value of the unvested founder share liability using the following weighted average assumptions: As of March 31, 2023 As of Merger Date Expected volatility 71.9 % 76.2 % Expected term (in years) 4.5 5.0 Risk-free interest rate 3.6 % 3.7 % Valuation Assumptions and Other Information Related to Convertible Promissory Notes and Embedded Warrants The fair value of the convertible promissory notes and embedded warrants is determined based on “Level 3” inputs, due to a lack of market data over inputs such as the probability weighting of the various scenarios that can impact the settlement. The principal amount of the convertible promissory notes, embedded warrants and accrued interest is measured at fair value using the Monte Carlo valuation model. The valuation model utilized various key assumptions, such as enterprise value and management assessments of the probability of expected future events, including conversion upon next financing of private preferred stock, conversion upon a next financing in a public liquidity event, conversion upon a change in control, conversion upon maturity and default. A public liquidity event is defined as the issuance and sale of shares in an initial public offering or a deSPAC. As part of the convertible promissory notes and embedded warrants valuation at each reporting date, the Company determined that credit risk associated with the convertible notes was immaterial. The Company elected the fair value option to account for the convertible promissory notes and embedded warrants because the Company believes it more accurately reflects the value of the debt in the financial statements. Changes in the fair value of the convertible promissory notes and embedded warrants were included in change in fair value of warrants and convertible promissory notes in the condensed consolidated statement of operations and comprehensive income (loss). The Company estimated the fair value of the convertible promissory notes, embedded warrants and accrued interest using the following weighted average assumptions: As of June 30, 2022 Next Next Change in Maturity Financing - Private Financing - Public Control Date Default Probability of conversion 10.0 % 80.0 % 5.0 % 5.0 % — Expected term (in years) 0.3 0.2 0.2 0.3 — Discount rate 16.5 % 16.5 % 16.5 % — % — The following table sets forth a summary of the difference between the carrying amount and the fair value of Level 3 convertible promissory notes and embedded warrants for which the fair value option was elected: As of June 30, 2022 Carrying Amount Amount Charged to Earnings Fair Value Convertible promissory notes and embedded warrants $ 51,816 $ 37,847 $ 89,663 Total $ 51,816 $ 37,847 $ 89,663 The Company had no outstanding convertible promissory notes and embedded warrants as of March 31, 2023. Valuation Assumptions Related to Warrants The fair value of the warrant liabilities are determined based on “Level 3” inputs, due to the lack of relevant observable market data over fair value inputs (volatility, stock price, risk-free rate, expected term, and dividend yield), used in the Black-Scholes-Merton model. The following table indicates the weighted-average assumptions made in estimating the fair value: As of As of March 31, June 30, 2023 2022 Risk-free interest rate 3.64 % 3.00 % Expected term (in years) 4.93 5.93 Expected volatility 59.07 % 65.72 % Expected dividend yield — — Exercise price $ 6.15 $ 7.48 Level 3 Rollforward The following table sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities: Convertible Promissory Unvested Notes and Founder Embedded Warrant Shares Warrants Liabilities Liability Balance at June 30, 2021 $ 62,581 $ 1,434 $ — Issuance of convertible promissory notes 5,500 — — Issuance of warrants — 1,118 Change in fair value of warrants and convertible promissory notes 10,602 1,066 — Balance at March 31, 2022 $ 78,683 $ 3,618 $ — Convertible Promissory Unvested Notes and Founder Embedded Warrant Shares Warrants Liabilities Liability Balance at June 30, 2022 $ 89,663 $ 4,149 $ — Reclassification of liability classified warrants to equity — (830) — Issuance of warrants — 1,471 — Recognition of warrants and unvested founder shares liabilities assumed upon Merger — 9,388 1,588 Change in fair value (48,271) (12,555) (1,392) Conversion of warrant liabilities and convertible promissory notes (41,392) — — Balance at March 31, 2023 $ — $ 1,623 $ 196 For the Company’s investments without readily determinable fair values, the investment is adjusted if any impairments or observable price changes are identified, which is considered fair value. The Company measures certain non-financial assets and liabilities, including property and equipment, intangible assets, and inventory, at fair value on a non-recurring basis. Fair value measurements of non-financial assets and non-financial liabilities are used primarily in the impairment analyses of property and equipment, intangible assets and inventory. |
Consolidated Balance Sheet Comp
Consolidated Balance Sheet Components | 9 Months Ended |
Mar. 31, 2023 | |
Consolidated Balance Sheet Components | |
Consolidated Balance Sheet Components | 4. Consolidated Balance Sheet Components Inventories Inventories consisted of the following: As of As of March 31, June 30, 2023 2022 Finished goods $ 395 $ 869 Total inventories $ 395 $ 869 Investments in Non-Affiliates In December 2022, the Company entered into a simple agreement for future equity (SAFE) with a non-affiliated entity, with the Company making a $2.0 million investment in the entity. The non-affiliated entity is a closely held early stage technology company, focused on the research and development of voice-related AI products, which to date has been financed through equity and other SAFE investments. The Company’s investment was made to provide further financing to the non-affiliated entity’s research and development efforts. The investment does not provide for the voluntary right to redeem or automatic redemption on a stated date, nor does the Company have the right to voluntarily convert. Rather under a defined next financing, liquidity event, or dissolution conditions of the non-affiliated entity, the investment will either be converted into a future series of preferred stock of the issuer or may be redeemed for cash. The Company has determined that the Company’s investment in the non-affiliate is an equity security, whereby such investment does not give the Company a controlling financial interest or significant influence over the investee. Further, the Company has determined that the Company’s investment in the non-affiliated entity represents an interest in a variable interest entity (“VIE”), for which the Company has determined it is not the primary beneficiary of such non-affiliated entity. Based on the Company’s knowledge and interaction with the non-affiliated entity, in the Company’s judgment, the activities that most significantly impact the non-affiliated entity’s economic performance are those related to the governance and management decisions regarding operations risk. The Company has determined that it does not have the power to direct such activities, because it has no participation on the board of directors of the VIE or through other ways to influence such activities. Accordingly, the Company has accounted for the investment as a financial instrument without a readily determinable fair value. Such investment is recorded using the measurement alternative for investments without readily determinable fair values, whereby the investment is measured at cost less any impairment recorded or adjustments for observable price changes. During the period ended March 31, 2023, no impairments or observable price changes were identified or recorded. The Company considers the cost of the investment to be the maximum exposure to loss as a result of its involvement with the non-affiliated entity. Property and Equipment, net Property and equipment, net consisted of the following: As of As of March 31, June 30, 2023 2022 Tablets $ 5,758 $ 5,663 Computer equipment 625 519 Software 4 562 Total property and equipment 6,387 6,744 Less: accumulated depreciation (5,172) (4,769) Property and equipment, net $ 1,215 $ 1,975 Depreciation expense was $0.4 million and $1.0 million for the three and nine months ended March 31, 2023, respectively, and $0.2 million and $1.2 million for the three and nine months ended March 31, 2022, respectively. Intangible Assets, net Intangible assets, net consisted of the following: As of As of March 31, June 30, 2023 2022 Capitalized software $ 7,574 $ 3,135 Developed technology 1,300 1,300 Domain name 151 151 Intangible assets, gross 9,025 4,586 Less: accumulated amortization (589) (360) Intangible assets, net $ 8,436 $ 4,226 Intangible assets have weighted-average amortization periods as follows: Years Capitalized software 4 Developed technology 4 Domain Name 15 Amortization expense of intangible assets was $0.1 million and $0.3 million for the three and nine months ended March 31, 2023, respectively, and was less than $20 thousand and $70 thousand for the three and nine months ended March 31, 2022, respectively. Within capitalized software as of March 31, 2023 and June 30, 2022, $7.3 million and $2.8 million are in-process capitalized software costs, respectively, and accordingly, the amortization of such costs are excluded from the table below. During the nine months ended March 31, 2022, the Company recognized a loss on impairment of $0.1 million related to its capitalized software in cost of revenue in the Company’s condensed consolidated statement of operations and comprehensive loss. Total future amortization expense for intangible assets was estimated as follows: Remainder of 2023 $ 84 2024 335 2025 335 2026 308 2027 10 Thereafter 56 Total $ 1,128 Accrued Liabilities Accrued liabilities consisted of the following: As of As of March 31, June 30, 2023 2022 Accrued expenses $ 585 $ 2,176 Accrued vacation 954 874 Accrued payroll 672 1,686 Operating lease liability, current 340 — Accrued interest 371 402 Accrued repair cost (Refer to Note 8) 311 724 Accrued sales tax 114 86 Accrued other 805 267 Total accrued liabilities $ 4,152 $ 6,215 Other Long-term Liabilities Other long-term liabilities consisted of the following: As of As of March 31, June 30, 2023 2022 Unvested founder shares liability $ 196 $ — Operating lease liability, net of current portion 230 — Total other long-term liabilities $ 426 $ — |
Leases
Leases | 9 Months Ended |
Mar. 31, 2023 | |
Leases | |
Leases | 5. Leases As of March 31, 2023, the Company recorded a right of use asset of $0.6 million within other long-term assets accrued liabilities other long-term liabilities operating For the three and nine months ended March 31, 2023, the Company recorded operating lease costs of $0.1 million and $0.3 million, respectively. The operating lease costs for the three and nine months ended March 31, 2023 included variable operating lease costs of less than $0.1 million and $0.1 million, respectively. Supplemental information related to the Company’s operating lease was as follows for the nine months ended March 31, 2023: Operating cash flows used for operating lease $ 332 Operating lease liability arising from obtaining ROU asset (1) $ 570 Weighted average remaining lease term 1.1 years Weighted average discount rate 15 % (1) Amount includes $0.5 million related to the adoption of ASC 842 for existing operating leases on July 1, 2022, and $0.3 million related to the Company entering into a new non-cancelable operating lease agreement during the nine months ended March 31, 2023. Future minimum lease payments under the Company’s non-cancelable operating leases with an initial lease term in excess of one year subsequent to March 31, 2023 are as follows: As of March 31, 2023 Remainder of 2023 $ 100 2024 404 2025 143 Gross lease payments 647 Less: imputed interest (77) Present value of net future minimum lease payments $ 570 Under the previous lease accounting standard ASC 840, Leases As of June 30, 2022 2023 $ 273 2024 218 2025 127 Total $ 618 Rent expense for the three and nine months ended March 31, 2022 was $0.1 million and $0.3 million, respectively. |
Financing Obligations
Financing Obligations | 9 Months Ended |
Mar. 31, 2023 | |
Financing Obligations | |
Financing Obligations | 6. Financing Obligations The Company’s financing obligations, net of discounts, consist of the following: As of March 31, As of June 30, 2023 2022 Receivable financing facility $ 4,314 $ 5,911 Equipment financing facility 1,266 2,929 Total financing obligations 5,580 8,840 Less: financing obligations, current (3,720) (8,840) Total financing obligations, noncurrent $ 1,860 $ — Receivable Financing Facility On April 27, 2021, the Company entered into an investment arrangement in which the Company provides future receivables available to an outside investor to invest in, in exchange for an upfront payment. Through this arrangement, the Company obtains financing in the form of a large upfront payment, which the Company accounts for as a borrowing by recording the proceeds received as a financing obligation, which will be repaid through payments collected from accounts receivable debtors relating to future receivables. The financing obligation is non-recourse; however, the Company is responsible for collections as the Company must first collect payments from the debtors and remit them to the investor. On August 15, 2021, November 16, 2021, February 22, 2022, May 31, 2022, and August 18, 2022, in accordance with the terms of the receivable financing facility, the Company rolled forward the receivable financing facility, enabling the Company to continue its quarterly borrowings for a minimum of a rolling twelve-months. Subject to the approval of the financier, the Company may continue rolling forward the receivable financing facility. On April 15, 2023, the Company entered into an amended and restated investment arrangement to amend the payment due dates and periodic payment amounts to be made under the investment agreement. The amended arrangement calls for payments of principal and interest of $0.7 million, $3.5 million and $0.9 million in fiscal years 2023, 2024 and 2025, respectively. Equipment Financing Facility Beginning in 2019, the Company entered into arrangements with third party financiers to secure payments of certain tablet purchases. Such arrangements generally have terms ranging from three 4-year In fiscal year 2022 and during the nine months ended March 31, 2023, due to the Company’s liquidity position and other commitments, the Company postponed certain payments on certain arrangements with third party financiers, which resulted in the Company defaulting on said arrangements. The Company remedied the matter via repayment agreements with its third-party financiers, as discussed below. On November 4, 2022, the Company executed an amendment with one of its third-party financiers to defer the non-payments, which increased the monthly payments due for the remaining term of the arrangement. On November 21, 2022, the Company entered into an agreement to early terminate one of its third-party financiers’ arrangement. The Company repaid such arrangement by making a cash disbursement of $0.4 million, which extinguished all obligations and resulted in $0.3 million being recorded as a loss on extinguishment of debt and financial obligations on the condensed consolidated statement of operations and comprehensive income (loss). As a result of the amendment executed on November 4, 2022 and early termination executed on November 21, 2022, the default on payments due as described above has been waived and the Company is in compliance as of March 31, 2023. We have classified all of our obligations under these arrangements as short-term within financing obligations, current as of March 31, 2023 and June 30, 2022. |
Debt Arrangements
Debt Arrangements | 9 Months Ended |
Mar. 31, 2023 | |
Debt Arrangements | |
Debt Arrangements | 7. Debt Arrangements The Company’s outstanding debt, net of debt discounts, consists of the following: As of March 31, As of June 30, 2023 2022 Convertible promissory notes $ — $ 89,663 Term loans 53,979 25,443 PPP Loan — 2,000 Total debt 53,979 117,106 Less: debt, current (53,979) (115,106) Total debt, noncurrent $ — $ 2,000 Credit Agreement On September 21, 2022, in connection with the consummation of the Merger, the Company entered into a Credit Agreement (the “Credit Agreement”) with the subsidiary guarantors party thereto, Metropolitan Partners Group Administration, LLC, as administrative, payment and collateral agent (the “Agent”), the lenders (“Lenders”) and other parties party thereto, pursuant to which the Lenders extended term loans having an aggregate original principal amount of $55.0 million (the “Term Loans”). In March 2023, the Company entered into a First Amendment to Credit Agreement (the “First Amendment”) in which the parties amended certain covenants and payment provisions of the existing Credit Agreement. In connection with the First Amendment, the Company entered into the Amended and Restated Fee Letter (the “Fee Letter”) with Metropolitan, pursuant to which Presto paid an amendment fee equal to The Term Loans were borrowed in full on September 21, 2022. Amounts outstanding under the Credit Agreement will incur interest at the rate of 15% per annum. During the first 18 months following the closing date, the Company may elect to pay a portion of the accrued and unpaid interest by capitalizing the amount of such interest on a monthly basis and adding the same to the principal balance of the Term Loans, after which such capitalized interest shall accrue interest at the interest rate and otherwise constitute principal under the Term Loan (“PIK Interest”). With respect to interest accruing during the first nine months after the closing date, the Company may elect for 100% of the interest payment to be capitalized as PIK Interest on a monthly basis. With respect to interest accruing after the nine month anniversary of the closing date, but before the 18 month anniversary of the closing date, the Company may elect for 50% of the interest payment to be capitalized as PIK Interest on a monthly basis. The Term Loans mature on March 21, 2025. The Term Loans may be prepaid by the Company; however, any voluntary or mandatory prepayment made prior to the 18 month anniversary of the closing date must be accompanied by payment of a make whole premium equal to the interest and fees that would have accrued on the aggregate principal amount of the Term Loans (including any interest that could have been capitalized as PIK Interest during such period) from the date of payment through the 18 month anniversary of the closing date. The Term Loans may not be reborrowed once repaid. The Company is required to pay the Agent certain upfront fees and administrative fees in connection with the Term Loans. The Company’s obligations under the Credit Agreement are secured by substantially all of the Company’s assets. The Company must comply with certain financial covenants as set forth in the Credit Agreement, including a minimum cash covenant and maximum net leverage ratio of 1.20 to 1.00. The minimum cash covenant requires us to maintain cash in a separate account in an amount equal to the prior six months of operating expenses plus $1.1 million. The Company was unable to comply with these financial covenants and, as noted below, have obtained a waiver. The Credit Agreement also contains customary affirmative and restrictive covenants, including covenants regarding the incurrence of additional indebtedness or liens, investments, transactions with affiliates, delivery of financial statements, payment of taxes, maintenance of insurance, dispositions of property, mergers or acquisitions, among other customary covenants. The Company is also restricted from paying dividends or making other distributions or payments on its capital stock, subject to limited exceptions. The Credit Agreement also includes customary representations and warranties, events of default and termination provisions, upon which the Term Loans may be accelerated and the interest rate applicable to any outstanding payment obligations will increase by In conjunction with the Credit Agreement, the Company issued 1,500,000 warrants to purchase common stock to the Lenders. Such warrants were determined to be equity classified and the Company recorded the value associated with such warrants of $2.1 million within additional paid in capital, with an offsetting debt discount being recorded. Refer to Note 10 for further details on the aforementioned warrants. As a condition to entering into the Credit Agreement, the Sponsors agreed to transfer 600,000 Presto Automation Inc. shares to the Lender to the Credit Agreement. The share transfer by the Sponsor to the Lenders to the Credit Agreement was such that the substance of the transaction was that the Sponsors made a capital contribution to the Company, and the Company then made a share-based payment to the Lenders as an incentive for the Lenders to enter into the Credit Agreement. Accordingly, the Company recorded the transaction as debt issuance costs discount of $2.8 million in condensed consolidated balance sheet with an offsetting increase to additional paid-in capital for the contribution. The Company incurred other debt issuance costs associated with professional services and fees paid to the lender of $1.0 million in conjunction with the signing of the Credit Agreement which were recorded as a debt discount. During the three and nine months ended March 31, 2023, the Company recorded PIK interest expense amounts of $2.2 million and $4.6 million, respectively, which has been reflected as an increase to the outstanding debt balance. Further, during the three and nine months ended March 31, 2023 the Company recorded interest expense associated with the amortization of debt discounts of $0.6 million and $1.2 million, respectively. Accordingly, as at March 31, 2023, the term loans, noncurrent balance of $54.0 million reflects $55.0 million of principal and $4.6 million of PIK interest accrual, reduced by $5.5 million of unamortized debt issuance costs. The Company had no outstanding amounts related to the Credit Agreement as of June 30, 2022. Convertible Promissory Notes As of June 30, 2022, the Company had $89.7 million of convertible notes outstanding to various investors, all of which were accounted for under the fair value option. In conjunction with the Merger all convertible promissory notes converted into shares of common stock. Further on the date of the Merger, certain convertible notes which were together with warrants also had the related warrants converted into shares of common stock. As a consequence of the note and warrant conversion, 8,147,938 shares of common stock were issued. Immediately prior to conversion, the convertible promissory notes were remeasured to the then fair value of $41.4 million, resulting in a gain on remeasurement of $48.3 million which was recorded within change in fair value of warrants and convertible promissory notes on the condensed consolidated statement of operations and comprehensive income (loss) for the nine months ended March 31, 2023. As a consequence of the conversion, $41.4 million was reclassified into additional paid-in capital. Accordingly, there were no remeasurement effects related to the convertible promissory notes, as such notes were longer outstanding during three month period ended March 31, 2023. During the nine months ended March 31, 2022 the Company issued the July 2021 notes for $0.5 million of convertible promissory notes and issued the February 2022 notes for $25.7 million and repaid the June 2021 notes for $20.0 million with the February 2022 notes. During the three and nine months ended March 31, 2022, the Company recorded a gain on remeasurement of $19.2 million and loss of $10.6 million, respectively, on all outstanding convertible promissory notes, which were recorded within change in fair value of warrants and convertible promissory notes on the condensed consolidated statement of operations and comprehensive income (loss). Term Loans Horizon Term Loan On March 4, 2021, the Company entered into a loan agreement (the “Horizon Loan”) with Horizon Technology Finance Corporation, which provided the Company with $15.0 million, bears interest at prime rate plus 6.5% per annum, and has a term of 54 months from each loan funding date. The Horizon Loan payment terms require repayment of accrued interest only on the outstanding principal amount over the first 24 payment dates and an equal payment of principal plus accrued interest on the next 30 payment dates identified in the notes applicable to the loan. The Company pledged certain assets against the Horizon Loan. The Horizon Loan contains financial covenants that require the maintenance of an unrestricted cash plus accounts receivable balance and achievement of quarterly bookings targets. On March 11, 2022, the Company amended the Horizon Loan to shorten the total term to 24 months. In connection with the entry into the Credit Agreement (described above), on September 21, 2022 the Company repaid the Horizon Loan making a cash disbursement of $17.0 million, of which $15.0 million was repayment of principal and $0.6 million was payment of interest expense and accrued interest. Further on the date of the Merger, $1.7 million was recorded as a loss on extinguishment of debt and financial obligations on the condensed consolidated statement of operations and comprehensive income (loss) for the nine months ended March 31, 2023. Lago Term Loans On March 11, 2022, the Company entered into a loan agreement (the “Lago Loan”) with Lago Innovation Fund I & II, LLC, which provided the Company with $12.6 million, bears interest at the greater of 12% plus the greater of 1% or 30 day LIBOR, bears 2% payable in kind interest, and matures on April 1, 2023. The Company pledged certain assets against the Lago Loan. The Lago Loan payment terms require repayment of accrued interest only on the outstanding principal over the first 12 payment dates and payment of principal plus remaining accrued interest on the last payment date identified in the notes applicable to the loan. The Company may prepay at any time for a fee, dependent on the time of prepayment. The Lago Loan contains financial covenants that require the maintenance of unrestricted cash plus accounts receivable balance and achievement of quarterly bookings targets. The Company issued 205,602 warrants to purchase common stock with the Lago Loan. Refer to Note 10 for further details. On August 4, 2022, the Company amended the Lago Loan which provided the Company with $5.3 million. Further, as part of the amendment to the Lago Loan, the Company issued an additional 169,310 warrants to purchase common stock with the additional tranche. The Company determined that the amendment with the lender should be accounted for as an extinguishment and recorded as a loss on extinguishment of debt and financial obligations of $6.0 million on its condensed consolidated statement of operations and comprehensive income (loss) for the nine months ended March 31, 2023. In connection with the entry into the Credit Agreement (described above) on September 21, 2022, the Company repaid all outstanding loans by making a cash disbursement of $22.4 million, of which $17.9 million was repayment of principal and $0.1 million was payment of payable in kind interest. Further $4.4 million of cash was paid related to prepayment and other penalties. Paycheck Protection Program Loans In April 2020, we obtained a Paycheck Protection Program (“PPP”) loan for $2.6 million through the U.S. Small Business Administration. In March 2021, a second PPP loan was obtained in the amount of $2.0 million, for a total of $4.6 million received in PPP loans. The loans were to be fully forgiven if the funds received were used for payroll costs, interest on mortgages, rent, and utilities, with at least 60% being used for payroll. The Company utilized the funds for these purposes and applied for loan forgiveness of the PPP funds. The Company’s accounting policy provides that if the loans are forgiven, the forgiven loan balance will be recognized as income in the period of forgiveness. During the nine months ended March 31, 2022, the Company received forgiveness of the first PPP loan of $2.6 million and recognized income on forgiveness within other income, net. During the nine months ended March 31, 2023, the Company received forgiveness of the second PPP loan of $2.0 million and recognized income on forgiveness within other income, net. Future principal payments on debt for the Company’s fiscal years were as follows: As of March 31, 2023 2023 (remaining) $ — 2024 — 2025 55,000 Total future payments on debt obligations $ 55,000 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 8. Commitments and Contingencies Warranties, Indemnification, and Contingencies The Company enters into service level agreements with customers which warrant defined levels of uptime and support response times and permit those customers to receive credits for prepaid amounts in the event that those performance and response levels are not met. In the three and nine months ended March 31, 2023, the Company has incurred costs to refurbish customer tablets of $0.3 million and $1.2 million, respectively, while in the three and nine months ended March 31, 2022, the Company incurred costs to refurbish customer tablets of $0.8 million and $2.8 million, respectively, recorded in cost of platform revenue in the Company’s condensed consolidated statement of operations and comprehensive income (loss). In connection with the service level agreements, the Company has recorded In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s platform or the Company’s acts or omissions. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments. In addition, the Company has agreed to indemnify the Company’s directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid. Loss on Infrequent Product Repairs During the nine months ended March 31, 2022, the Company continued to experience higher than normal hardware returns for repair or replacement using a Return Merchandise Authorization (“ RMA The standard warranty the Company provides covers regular wear and tear and does not cover any damage caused by mishandling of the product. However, given the nature of issues, the Company, in order to prevent disruption to the Company’s customers’ businesses, incurred approximately $0.1 million and from its third-party subcontractor who manufactures the hardware. The Company incurred no repair and replacement expenses related to this issue in the three and nine months ended March 31, 2023. Legal Proceedings In the ordinary course of business, the Company may be subject from time to time to various proceedings, lawsuits, disputes, or claims. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These estimates are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel, and other information and events pertaining to a particular matter. In general, the resolution of a legal matter could be material to the Company’s financial condition or cash flows, or both, or could otherwise adversely affect the Company’s operating results. The outcomes of legal proceedings and other contingencies are, however, inherently unpredictable, and subject to significant uncertainties. At this time, the Company does not have any such matters that, if resolved unfavorably, would have a material impact on its financial condition, results of operations or cash flows. In February 2022, the Company was added as a co-defendant in a patent infringement lawsuit that was brought against Hi Auto, Inc. (“Hi Auto”) by Valyant AI, Inc. (“Valyant”) in December 2021, alleging infringement of Valyant’s patent relating to a speech-based/natural language order process system. The claims against the Company relate to the Company’s alleged inclusion of Hi Auto’s technology in the AI voice ordering system the Company uses for one of its customers. The lawsuit seeks to enjoin the co-defendants from continued alleged infringement and seeks unspecified statutory and other damages. A motion to dismiss is currently pending in the matter, as is a petition by Hi Auto challenging the validity of Valyant’s patent. Valyant itself is seeking a reissue of its patent to correct a priority date issue, which may result in amendments to the claims and further validity challenges based on additional prior art made relevant by a later priority date for some or all claims that may be examined or issued. The court has stayed the infringement action pending an initial decision on Hi Auto’s petition challenging the validity of the patent. The Company intends to vigorously defend all claims asserted against it. Because of the early stages of the proceedings, the Company currently is unable to predict the outcome of the lawsuit or to estimate the range of loss, if any, that could result were there to be an unfavorable outcome, but also believes that it has rights to indemnification from Hi Auto in such event. In June 2022, the Company received a favorable arbitrator ruling related to a matter with its third-party subcontractor and was awarded approximately $11.3 million in damages related to the Company’s loss on infrequent product repairs and to cover its legal expenses. This arbitration ruling was affirmed by the appellate court in the country of the arbitration ruling on March 6, 2023. On May 2, 2023, the vendor appealed the ruling to the highest court there. The award has not met the criteria to be considered realizable as of March 31, 2023. As a result, the Company has not recognized any gain related to this settlement in its condensed consolidated statement of operations and comprehensive income (loss). |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Mar. 31, 2023 | |
Stockholders' Deficit | |
Stockholders' Deficit | 9. Stockholders’ Deficit Effective with the closing of the Merger the Company restated its articles of incorporation. Under the amended and restated articles of incorporation the Company is authorized to issue 180,000,000 shares of common stock and 1,500,000 shares of preferred stock. The holders of common stock shall have the right to one vote for each share of common stock held. The holders of non-voting common stock do not have the right to vote on any matter. On September 15, 2022, the Company (then Legacy Presto), received an equity investment of $1.0 million from an investor in exchange for 133,333 shares in the Company. Further, such investor held a significant portion of outstanding convertible notes on the date the investment was made. The Company recorded the proceeds received as an increase to additional paid-in capital. On September 21, 2022, in connection with the closing of the Merger, Ventoux and Legacy Presto and a proposed convertible note lender (“Silver Rock”) agreed to terminate the proposed amended and restated convertible note subscription agreement, dated July 25, 2022, which was to be funded at the closing of the Merger. Pursuant to the termination agreement, Silver Rock agreed to the termination in exchange for 400,000 shares of common stock of Legacy Presto which were converted into 322,868 shares of Company common stock pursuant to the terms of the Merger Agreement. The share transfer was determined to be termination fee valued at $1.6 million recorded within other financing and financial instrument (costs) income, net on the condensed consolidated statement of operations and comprehensive income (loss), with an offsetting increase to additional paid-in capital. The Company also agreed to pay certain expenses of Silver Rock in the amount of $0.5 million which is recorded within other financing and financial instrument (costs) income, net on the condensed consolidated statement of operations and comprehensive income (loss). In addition to the consideration transferred directly by the Company, 500,000 warrants to purchase common stock, held by the Sponsors, were transferred to Silver Rock. The substance of the warrant transfer by the Sponsor to Silver Rock under the termination agreement was such that the Sponsors made a capital contribution to the Company, and the Company then made a share-based payment to Silver Rock in exchange for termination of the convertible note agreement. Accordingly, the Company recorded the transaction as an other financing cost of $0.8 million within other financing and financial instrument (costs) income, net on the condensed consolidated statement of operations and comprehensive income (loss) with an offsetting increase to additional paid-in capital for the contribution. The Company has the following shares of common stock reserved for future issuance: As of March 31, 2023 Warrants to purchase common stock 18,815,453 Common stock options and RSUs 14,390,934 Equity awards available for future grants 4,617,400 Earnout shares 14,639,187 52,462,974 |
Warrants
Warrants | 9 Months Ended |
Mar. 31, 2023 | |
Warrants | |
Warrants | 10. Warrants Since inception, the Company has issued warrants in conjunction with various debt financings. The Company accounts for its warrants in accordance with ASC 815-40 as either liabilities or as equity instruments depending on the specific terms of the warrant agreement. Warrants are classified as liabilities when there is variability in the number of shares, and when the variability is not related to an implicit or explicit input to the valuation of the Company. Liability-classified warrants are remeasured at each reporting date until settlement, with changes in the fair value recognized in change in fair value of warrants and convertible promissory notes in the condensed consolidated statement of operations and comprehensive income (loss). Warrants that meet the fixed-for-fixed criteria or contain variability related to an implicit or explicit input to the valuation of the Company are classified as equity instruments. Warrants classified as equity instruments are initially recognized at fair value and are not subsequently remeasured. During the period from June 30, 2022, through the date of the Merger, the Company had various warrant transactions: ● The issuance of 169,309 warrants to purchase common stock in conjunction with an amendment to the warrant agreement with Lago Loan, such amendment occurring in August of 2022. ● In September 2022, the holder of 141,970 warrants net exercised such warrants with the Company issuing 136,681 common shares to the holder. ● The issuance at the Merger date of 1,500,000 warrants to the Lenders to the Credit Agreement. ● With the Merger, the Company assumed 8,625,000 public warrants and 6,125,000 private warrants. ● With the consummation of the Merger and the repayment of the Horizon loan, 294,725 of previously liability classified warrants were reclassified on the Merger date into equity in the amount of $0.8 million. The following tables represent the warrants on common stock outstanding: As of March 31, 2023 Expiration date Exercise Price Number of Shares Term (years) Classification Common [C] $ 7.80 12,811 7 Equity Common [C] $ 7.80 41,636 7 Equity Common [C] $ 7.80 16,654 7 Equity Common March 2026 $ 9.25 84,461 6.5 Liability Common June 2028 $ 0.01 404,961 [E] 6.7 Equity Common [F] $ 0.37 178,395 10 Equity Common March 2026 $ 0.37 57,952 10 Liability Common July 2027 $ 9.25 86,532 6 Liability Common July 2027 $ 0.37 402,679 6 Equity Common [A] $ 8.16 182,158 [A] Equity Common January 2031 $ 8.16 27,577 10 Liability Common [B] $ 6.53 294,725 [B] 10 Equity Common March 2032 $ 8.16 374,912 10 Liability Common September 2027 $ 11.50 1,500,000 5 Equity Common September 2027 $ 8.21 8,625,000 5 Equity Common September 2027 $ 11.50 6,125,000 5 Liability Common March 2028 $ 0.01 400,000 5 Liability Total 18,815,453 As of June 30, 2022 Expiration date Exercise Price Number of Shares Term (years) Classification Common [C] $ 7.80 12,811 7 Equity Common [C] $ 7.80 41,636 7 Equity Common [C] $ 7.80 16,654 7 Equity Common March 2026 $ 9.25 84,461 10 Liability Common October 2027 $ 0.37 141,970 10 Equity Common [D] $ 0.01 2,575,190 [D] Liability Common June 2028 $ 0.01 404,961 [E] 6.7 Equity Common March 2026 $ 0.37 178,395 10 Equity Common March 2026 $ 0.37 57,952 10 Liability Common July 2027 $ 9.25 86,532 10 Liability Common July 2027 $ 7.80 402,679 10 Liability Common [A] $ 8.16 182,158 [A] Equity Common January 2031 $ 8.16 27,577 10 Liability Common March 2031 $ 6.53 294,725 [B] 10 Liability Common March 2032 $ 8.16 205,602 10 Liability Total 4,713,303 [A] — Warrants will expire at the earliest of a consummation of an acquisition or one year after the effective date of a registration statement for an initial public offering. [B] — Warrant has the option of being converted into a variable number of shares based on the class of shares that the warrant is exercised at the discretion of the warrant holder. The Company notes the most likely conversion is to Common Stock and have calculated the number of shares as the quotient of the aggregate warrant coverage dollar amount value of $1.9 million over the exercise price of $6.53 per share as of March 31, 2023 and June 30, 2022. Warrant will also expire at the earliest of 10 years from the issuance date of March 5, 2021 or a consummation of an acquisition in which the sole consideration is cash or marketable securities. [C] — Warrants expire 5 years from the effective date of a registration statement for an initial public offering should one occur. [D] — Warrants are exercisable after the conversion of the related convertible notes and will expire, if not exercised, at the earliest of a public liquidity event, the effective date of a registration statement for an initial public offering and 5 years from the issuance date. Warrants are exercisable for a variable number of shares dependent on the fully diluted capitalization and are estimated at each reporting date. The warrants were converted into Common Stock on September 21, 2022 in conjunction with the Merger. [E] — Warrants were issued in October 2021 and are exercisable contingent on rollouts of the Company’s products and services to the warrant holder. Number of shares represents the maximum number of shares to be issued to the warrant holder of 404,961, of which 144,377 and 321,943 remained contingent as of March 31, 2023 and June 30, 2022, respectively. Expense related to the cost of these warrants being recognized as a reduction to revenue in the Company’s condensed consolidated statements of operations and comprehensive income (loss). [F] — Warrants will expire at the earliest of 10 years from the issuance date of March 11, 2016, a consummation of an acquisition or one year after the effective date of a registration statement for an initial public offering. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Mar. 31, 2023 | |
Stock-Based Compensation | |
Stock-Based Compensation | 11. Stock-Based Compensation Stock-Based Compensation Plans Prior to the Merger, the Company utilized the 2018 equity incentive plan (“ 2018 Plan 2008 Plan four five years ten years In February 2023, the Company granted an aggregate of 2,721,486 RSUs to its employees, consultants and directors with service-based vesting conditions with a weighted average grant date fair value of $3.26 per RSU, based on the closing stock price on the date of grant. The awards vest ratably over five years and one year for directors. As of March 31, 2023, $7.6 million of stock-based compensation related to these RSUs remains unrecognized, which is expected to time-vest over a remaining weighted-average period of 4.5 years. The Company recorded In July 2022, the Company granted an aggregate of 836,657 RSUs to its employees and consultants that contain a service-based vesting condition and a performance-based vesting condition, with a grant date fair value of $8.26 per RSU. Such RSUs are in addition to the 350,426 of RSUs that were outstanding at June 30, 2022, which contain the same vesting conditions. The service-based vesting condition is generally satisfied by rendering continuous service for 5 years, with 20% vesting each year. The performance-based vesting condition is satisfied in connection with an initial public offering or a change in control. However, the consummation of the deSPAC did not result in satisfaction of the performance condition and as such the Board of Directors approved a modification of the awards to waive the performance condition in consideration of consummating the deSPAC. The Company recorded compensation expense of $0.9 million during the three and nine months ended March 31, 2023 related to these RSUs as achievement of the performance-based vesting condition was waived and a cumulative catch up adjustment was recorded. As of March 31, 2023, $2.4 million of stock-based compensation related to these RSUs remains unrecognized, which is expected to time-vest over a remaining weighted-average period of 4.24 years. In September 2022, the Company granted 1,200,000 of RSUs to a director and the current interim CEO of the Company with a grant date fair value of $4.56 per RSU. The RSUs vest in the following tranches, subject to the continuous service through each applicable vesting date: 33.33% of the RSUs vested on September 30, 2022, 56.67% of the RSUs has, and shall continue to, vest in equal monthly installments on the last day of each month during the subsequent 23-month period, and the remaining 10% shall vest upon the third anniversary of the vesting commencement date. The Company recorded compensation expense during the three and nine months ended March 31, 2023 related to the RSUs of $394 and $2.6 million, respectively. As of March 31, 2023, $2.8 million of stock-based compensation related to the RSU remains unrecognized, which is expected to be recognized over a remaining weighted-average period of 1.6 years. The RSUs time-based vesting would accelerate upon an acquisition of the Company. A deSPAC does not meet the definition of an acquisition as defined in the 2018 Plan. During fiscal year 2021, the Company granted 600,752 performance-based options that contained a service-based vesting condition and a performance-based vesting condition. The service-based vesting condition is satisfied by rendering continuous service for four years after the performance-based vesting condition occurs. The performance-based vesting condition is satisfied in connection with a financing event or a public liquidity event for a first group of 300,376 options and in connection with a public liquidity event for a second group of 300,376 options. A financing event occurred as of June 30, 2021 that satisfied the performance-based vesting condition for the first group of 300,376 options. Effective with the closing of the Merger, the public liquidity event performance condition was achieved for the second group of 300,376 options. The Company recognized expense associated with these options in the amount of $0.3 million and $0.4 million, for the three and nine months ended March 31, 2023, respectively. The expense is inclusive of a one-time charge to extend the exercise period that occurred in the three months ended March 31, 2023. Compensation costs attributable to such awards were insignificant during the three and nine months ended March 31, 2022. In the event of voluntary or involuntary termination of employment with the Company for any reason, with or without cause, all unvested options are forfeited and all vested options must be exercised within a 90-day 30-day The following summary of the equity incentive plan activity is shown collectively for the 2022 Plan, the 2018 Plan and the 2008 Plan: Number of Weighted- Weighted- Aggregate Options Average Average Remaining Intrinsic Outstanding Exercise Price Contractual Life (years) Value Balance – June 30, 2022 13,845,291 $ 0.59 6.66 Retrospective application of recapitalization (2,631,676) 0.14 Adjusted Balance – beginning of period 11,213,615 0.73 6.66 Exercised (511,670) 0.54 Forfeited and expired (253,625) 1.07 Balance –March 31, 2023 10,448,320 0.73 4.57 Vested and expected to vest at March 31, 2023 10,448,320 0.73 4.57 $ 8,842 Exercisable at March 31, 2023 9,512,184 0.57 4.24 9,591 The following is a summary of the equity incentive plan RSU activity for the 2022 Plan and the 2018 Plan: Number of Weighted- Average Awards Outstanding Grant Date Fair Value Unvested Balance – June 30, 2022 432,666 $ 6.46 Retrospective application of recapitalization (82,240) 1.52 Adjusted, unvested balance – beginning of period 350,426 7.98 Granted 4,758,115 4.80 Vested (798,239) 4.28 Forfeited (372,215) 4.32 Unvested Balance - March 31, 2023 3,938,087 5.24 Stock-based Compensation Expense Stock-based compensation expense, excluding stock-based compensation in capitalized software, related to employees and non-employees, by function is as follows: Three months ended March 31, Nine months ended March 31, 2023 2022 2023 2022 Research and development $ 682 $ 99 $ 959 $ 349 Sales and marketing 177 110 361 323 General and administrative 1,933 221 4,474 706 $ 2,792 $ 430 $ 5,794 $ 1,378 Stock-based compensation allocated to cost of goods sold was not material for the three and nine months ended March 31, 2023 and 2022. As of March 31, 2023, the unrecognized stock-based compensation expense related to outstanding unvested stock options was $2.0 million which is expected to be recognized over a weighted-average period of 3.17 years. During the three and nine months ended March 31, 2023 the Company recorded $1.6 million and $3.5 million, respectively, of stock-based compensation expense associated with earnout shares granted to holders of common stock held by current employees and directors and holders of options and RSUs. No amounts were recorded during the three and nine months ended March 31, 2022 associated with earnout shares. Refer to Note 1 for further discussion of compensation recorded related to earnout shares granted to holders of common stock, options and RSUs. Employee Stock Purchase Plan Effective with the closing of the Merger, the Company adopted and employee stock purchase plan (“ESPP”). There was no activity under the plan during the three and nine months ended March 31, 2023, as the Company has not yet conducted any offerings pursuant to the ESPP. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations, during designated 6 month Other Stock-based Compensation In connection with the acquisition of CyborgOps (refer to Note 1), the Company issued 475,638 shares of common stock to former employees of CyborgOps who have continued employment with the Company, and are accounted for as stock-based compensation because the shares are subject to forfeiture based on post-acquisition time-based service vesting. The shares vest in monthly increments over four |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2023 | |
Income Taxes | |
Income Taxes | 12. Income Taxes The Company is subject to U.S. federal, state, and local corporate income taxes. The Company’s income tax expense was not material for the three and nine months ended March 31, 2023 and 2022. The Company does not expect any material changes in tax position for the remainder of the fiscal year. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Mar. 31, 2023 | |
Net Income (Loss) Per Share | |
Net Income (Loss) Per Share | 13. Net Income (Loss) Per Share The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders for the periods presented: Three months ended March 31, Nine months ended March 31, 2023 2022 2023 2022 Numerator: Net income (loss) attributable to common stockholders, basic and diluted $ (15,680) $ 8,954 $ 2,080 $ (34,062) Less: Change in fair value of convertible promissory notes — (16,307) — — Net income (loss) attributable to common stockholders, diluted $ (15,680) $ (7,353) $ 2,080 $ (34,062) Denominator: Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic 51,453,368 27,316,602 44,173,570 27,213,403 Add: Weighted average dilutive effect of stock options, RSUs and warrants — — 10,366,225 — Add: Weighted average dilutive effect of convertible promissory notes — 4,522,105 — — Weighted average shares outstanding - diluted 51,453,368 31,838,707 54,539,795 27,213,403 Net income (loss) per share attributable to common stockholders, basic $ (0.30) $ 0.33 $ 0.05 $ (1.25) Net income (loss) per share attributable to common stockholders, diluted $ (0.30) $ (0.23) $ 0.04 $ (1.25) The potential weighted average shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows: Three months ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Stock options and RSUs 13,856,065 11,848,316 356,342 11,903,763 Convertible notes — - — 4,535,520 Common stock warrants 18,154,571 4,582,204 12,509,788 4,372,633 Non-voting common stock warrants — — — — Total potential shares of common stock excluded from the computation of diluted net income (loss) per share 32,010,636 16,430,520 12,866,130 20,811,916 Warrants to purchase a weighted average of 12,509,788 shares of common stock were outstanding during the nine months ended March 31, 2023 but were not included in the computation of diluted EPS because the warrants’ exercise prices were greater than the average market price of the common shares. The Company excluded a weighted average of 300,376 options for the three and nine months ended March 31, 2022. These equity awards were excluded from the calculation of diluted EPS as they are subject to performance conditions for which the necessary conditions were not been satisfied . T he Company excluded a weighted average of 14,819,594 and 10,494,505 earnout shares from the calculation of diluted EPS for the three and nine months ended March 31, 2023 as they are subject to market conditions for which the necessary conditions have not been satisfied. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | 14. Related Party Transactions As of June 30, 2022, the Company had $9.6 million of convertible promissory notes and embedded warrants with entities in which a member of the Company’s board of directors is an officer of the entity and has a financial interest in the entity (“affiliated entities”), classified as a current liability on the condensed consolidated balance sheet at that time. The convertible promissory notes and embedded warrants due to a related party were converted into shares of common stock in the Company during the nine months ended March 31, 2023. As of March 31, 2023, the Company has no convertible promissory notes and embedded warrants balance due to a related party. Refer to Note 7 for further details. During the nine months ended March 31, 2023, the Company received an equity investment of $1.0 million from an investor in exchange for 133,133 shares in the Company. Refer to Note 9 for further details. Additionally, during the nine months ended March 31, 2023, the Company granted 1,200,000 of RSUs to a director and the current interim CEO of the Company with a grant date fair value of $4.56 per RSU. Refer to Note 11 for further details. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2023 | |
Subsequent Events | |
Subsequent Events | 15. Subsequent Events Receivable Financing Facility As noted in Note 6, on April 15, 2023, the Company entered into an amended and restated investment arrangement to amend the payment due dates and periodic payment amounts to be made under the investment agreement. The agreement calls for payments of principal and interest of $0.7 million, $3.5 million and $0.9 million in fiscal years 2023, 2024 and 2025, respectively. Extended Term of Consulting Agreement On May 3, 2023, the Company entered into an Amendment to the Consulting Agreement with Ashish Gupta (the “Amendment”). The Amendment extends the term of the Consulting Agreement dated March 4, 2023 that provides for Mr. Gupta to continue his advisory to the Company, from May 1, 2023 until July 31, 2023 (the “Extended Term”). In consideration, he will be compensated at a rate of $50,000 per month during the Extended Term. The Amendment also provides for a grant to Mr. Gupta of 250,000 restricted stock units, one half of which will vest in monthly increments during the Extended Term and the remaining half of which will vest upon the achievement of certain targets agreed to by the Company and Mr. Gupta. |
Summary of Business and Signi_2
Summary of Business and Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2023 | |
Summary of Business and Significant Accounting Policies | |
Description of Business | Description of Business Presto Automation Inc. and its subsidiaries (together, “Presto” or the “Company”) is headquartered in San Carlos, California. Prior to the Merger (as defined below), the Company operated as E la Carte, Inc. (“Legacy Presto”). E la Carte, Inc. was incorporated in the State of Delaware in October 2008. In 2018, E la Carte, Inc. together with its subsidiary adopted “Presto” as its trade name or doing business as (“ dba |
Merger with Ventoux CCM Acquisition Corp. | Merger with Ventoux CCM Acquisition Corp. On September 21, 2022, Ventoux CCM Acquisition Corp. (“Ventoux” or “VTAQ”) and its subsidiaries, then a special purpose acquisition corporation, acquired Legacy Presto via a series of mergers, whereby Legacy Presto became a limited liability company and a wholly owned subsidiary of Ventoux (the “Merger”). Upon completion of the Merger, Ventoux CCM Acquisition Corp. was renamed Presto Automation Inc. Prior to the Merger, Ventoux Acquisition Holdings LLC and Chardan International Investments, LLC were the co-sponsors of Ventoux (together the “Sponsors”) and with the close of the Merger remained significant shareholders in the Company. Trust Proceeds and PIPE investment Following the closing of the Ventoux’s initial public offering on December 30, 2020, $151.5 million was placed in a trust account, (the “Trust”), for which various redemptions of amounts in the Trust were made up until the date of the Merger. On the closing date of the Merger, $9.5 million of unredeemed funds were released to Ventoux from the Trust. In connection with the execution of the Merger, Ventoux entered into separate subscription with a number of investors, pursuant to which the subscribers agreed to purchase, and Ventoux agreed to sell to the subscribers, an aggregate of 7,133,687 shares of common stock (the “PIPE Shares”), for an aggregate purchase price of $55.4 million, in a private placement pursuant to the subscription agreements (the “PIPE”). The PIPE investment closed simultaneously with the consummation of the Merger. Upon consummation of the Merger, Presto received approximately $49.8 million from the Trust and PIPE, net of transaction costs and other payments as set forth as follows: Net Cash Cash—Ventoux Trust and working capital cash $ 9,584 Cash—PIPE investment 55,400 Less: transaction costs and other payments (1) (15,144) Total $ 49,840 (1) Amount reflects (1) the repayment of $1.9 million of Ventoux related party loans utilizing proceeds from Trust, (2) the payment of $7.8 million in Ventoux transaction costs related to the Merger, (3) the payment of $4.9 million in Legacy Presto transaction costs related to the Merger and (4) the payment of certain other costs not directly related to the Merger in the amount of $0.5 million. Legacy Presto also incurred $2.1 million in transaction costs which were paid via the issuance of 260,000 Company shares. Further in conjunction with the Merger, Legacy Presto incurred $3.2 million in transaction costs which were either paid prior to or after the Merger. As of March 31, 2023, all of the transaction costs incurred by Legacy Presto have been fully paid. Accordingly, in total Legacy Presto incurred transaction costs amounting to $10.4 million. Legacy Presto Convertible Promissory Notes and Equity and the Exchange Immediately prior to the closing of the Merger, all convertible promissory notes were converted into Legacy Presto common stock, all shares of outstanding redeemable convertible preferred stock of Legacy Presto were automatically converted into shares of Legacy Presto common stock, and all outstanding warrants for Legacy Presto shares were either exercised or exchanged into warrants of common stock of Presto. Upon the consummation of the Merger, each share of Legacy Presto common stock issued and outstanding was canceled and converted into the right to receive 0.8099 shares (the “Exchange Ratio”) of common stock of Ventoux. Further the outstanding equity awards (including warrant, stock option and RSU holders) of Legacy Presto were canceled and converted using the Exchange Ratio with the holders receiving equivalent outstanding equity awards (including warrant, stock option and RSU holders) in the Company. Earnout Arrangement with holders of Legacy Presto Common Stock and Outstanding Equity Awards Concurrent with the closing of the Merger, holders of Legacy Presto common stock and outstanding equity awards (including warrant, stock option and RSU holders) had the right to receive up to an aggregate amount of 15,000,000 shares of Company common stock (or equivalent equity award) that would be issued as follows: ● 7,500,000 shares, if, during the period from and after the closing of the Merger until the third anniversary of the closing of the Merger, the Volume Weighted Average Price (“ VWAP ” as defined in the Agreement and Plan of Merger among Ventoux CCM Acquisition Corp., as Acquiror, Ventoux Merger Sub I Inc. as First Merger Sub., Ventoux Merger Sub II LLC as Second Merger Sub and E La Carte, Inc. as the Company, dated November 10, 2021 (the “Business Combination Agreement”) of Presto common stock is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days, and ● an additional 7,500,000 shares, if, during the period from and after the closing of the Merger until the fifth anniversary of the closing of the Merger, the VWAP of Presto common stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days The earnout shares are equity classified since they do not meet the liability classification criteria outlined in ASC 480, Distinguishing Liabilities from Equity million, and As of March 31, 2023, unrecognized stock-based compensation expense is $11.3 million which is expected to be recognized over a weighted-average period of 1.5 years. Stock-based compensation for awards with a performance-based vesting condition that was previously deemed not probable to occur as of December 31, 2022, was modified in the three months ended March 31, 2023 to waive the condition and thus the performance condition was removed and resulted in an immaterial modication of expense and the awards are now vesting according to the original awards vesting schedule. As of March 31, 2023, Unvested Founder Share Arrangement with Founders At the Closing, 444,500 founders shares held by the Sponsors (the “unvested founders shares”) became subject to the following vesting and forfeiture provisions: (i) the first 25% of such unvested founder shares owned by the Sponsors vest at such time as a $12.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date, (ii) the next 25% of such unvested founder shares owned by the Sponsors vests at such time as a $15.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date., (iii) the next 25% of such unvested founder shares owned by the Sponsors vest at such time as a $20.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date and (iv) the remaining 25% of such unvested founder shares owned by the Sponsors shall vest at such time as a $25.00 Stock Price Level is achieved on or before the date that is five years after the Closing Date. A “Stock Price Level” is considered achieved when the VWAP of the common stock is greater than or equal to the applicable threshold for any 40 consecutive trading days within a 60 trading day period. If the applicable Stock Price Level is not achieved on or prior to the date that is five years after the Closing Date, the applicable unvested founder shares shall not vest and shall be automatically forfeited and cancelled for no consideration. In the event of a change of control, any unvested founder shares shall automatically vest. As of March 31, 2023, all of the unvested founder shares remain unvested as the vesting conditions have not been achieved. The Company has concluded that the unvested founder shares are accounted for as equity-linked instruments under ASC 815-40 and are not indexed to the entity’s own stock and accordingly, such financial instruments are classified as liabilities. With the closing of the Merger, the Company recorded $1.6 million within other long-term liabilities. During the period from the closing of the Merger until March 31, 2023 and the three months ended March 31, 2023 the Company recorded a gain on remeasurement of $1.4 million and $0.2 million respectively, which are included in change in fair value of warrants and convertible promissory notes in the condensed consolidated statement of operations and comprehensive income (loss). Upon the closing of the Merger, Ventoux’s certificate of incorporation was amended and restated to, among other things, change its name from Ventoux CCM Acquisition Corp. to Presto Automation Inc., increase the total number of authorized shares of all classes of capital stock to 181,500,000 shares, of which 180,000,000 shares are designated as common stock, $0.0001 par value per share; and 1,500,000 shares designated preferred stock, $0.0001 par value per share. Immediately following the closing of the Merger, there were 50,639,837 shares of the Company’s common stock issued and outstanding The Merger is accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States of America (“ U.S. GAAP Business Combinations Total net liabilities of Ventoux assumed by the Company was $9.8 million, which is inclusive of a liability for the private warrants of $9.4 million but excludes the $55.4 million in PIPE proceeds raised by Ventoux immediately prior to the Merger. The remaining net liabilities assumed from Ventoux were immaterial to the Company. Cyborg Ops As a consequence to the closing of the Merger, bonus and deferred consideration amounts owed to certain founding members of CyborgOps became due and payable resulting in an expense of $1.9 million, of which $1.8 million and $0.1 million has been recorded within research and development and sales and marketing, respectively, in the condensed consolidated statement of operations and comprehensive income (loss) for nine months ended March 31, 2023. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s condensed consolidated financial statements may not be comparable to financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the Company’s total annual gross revenue is at least $1.1 billion, (ii) the last day of the fiscal year following the fifth anniversary of the completion of Ventoux’s initial public offering, which occurred on December 30, 2020, (iii) the date on which the Company issued more than $1.0 billion in non-convertible debt securities during the prior three-year period, or (iv) the date on which the Company becomes a large accelerated filer. |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“ SEC FASB In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. They include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2023, and its results of operations for the three and nine months ended March 31, 2023 and 2022 and cash flows for the nine months ended March 31, 2023 and 2022. The results for the three and nine months ended March 31, 2023 and 2022, are not necessarily indicative of the results expected for the year or any other periods. These interim financial statements should be read in conjunction with the Legacy Presto’s financial statements and related notes for the fiscal year ended June 30, 2022 included as Exhibit 99.1 of the Current Report on Form 8-K as filed with the SEC on December 16, 2022, where we include additional information on our critical accounting estimates, policies, and the methods and assumptions used in our estimates. The unaudited condensed consolidated balance sheet as of June 30, 2022, has been derived from the Company’s audited financial statements. |
Use of Estimates | Use of Estimates The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenues, expenses, and disclosures. Accordingly, actual amounts could differ from those estimates, and those differences could be material. Uses of estimates include, but are not limited to, the collectability of accounts receivable, the useful lives of property and equipment and intangible assets, inventory valuation, the fair value of financial instruments, valuation of deferred tax assets and liabilities, valuation assumptions utilized in calculating the estimated value of stock-based compensation, valuation of warrants, earnout arrangements and unvested founder shares, valuation of goodwill and intangible assets acquired and impairment of long-lived assets. The Company has assessed the impact and is not aware of any specific events or circumstances that required an update to the Company’s estimates and assumptions or materially affected the carrying value of the Company’s assets or liabilities as of the date of issuance of this report. These estimates may change as new events occur and additional information is obtained. |
Risk and Uncertainties | Risk and Uncertainties The Company is subject to a number of risks common to emerging, technology-based companies, including a limited operating history; dependence on key individuals; rapid technological changes; competition from substitute products and larger companies; the need for additional financing to fund future operations; and the successful development, marketing, and outsourced manufacturing of the Company’s products and services as well as the impact of the novel coronavirus disease (“ COVID-19 |
Impact of COVID19 | Impact of COVID-19 The Company has been subject to risks and uncertainties because of the outbreak of COVID-19, and actions takend by the federal, state and local governments to control the spread of infections. The extent of any continuing impact of the COVID-19 pandemic on the Company’s business remains uncertain and difficult to predict, as government authorities may implement new restrictions in response to changes in the number of COVID-19 infections or new variants of the disease. Additionally, economies worldwide have been negatively impacted by the COVID-19 pandemic, which resulted in a global economic slowdown, supply chain issues and inflationary pressures. The Company took several actions to mitigate the effects of the COVID-19 pandemic on its operations and franchisees. In April 2020, the Company received a loan of approximately $2.6 million under the U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“ PPP In the three and nine months ended March 31, 2022, the volume of repair charges the Company experienced was higher than usual due to a liquid ingress issue resulting from COVID-19 related actions by its customers. The Company’s devices failed primarily due to the use of extremely strong commercial disinfectant solutions by customers to clean the hardware devices as a mandatory precaution protocol due to COVID-19. Due to use of commercial cleaning products, the solution leaked into the hardware causing significant damage to the devices and requiring replacement of such devices. To prevent disruption to customers’ businesses, the Company incurred losses on infrequent customer repairs of $0.1 million and $0.6 million for the three and nine months ended March 31, 2022, respectively, for this issue. The Company has an outstanding claim to recover the costs from its third-party subcontractor who manufactures the hardware, for which the Company received a favorable arbitrator ruling in June 2022. Refer to Note 8 for further details. The severity of any continued impact of the COVID-19 pandemic or similar health emergencies or pandemics in the future on the Company’s business will depend on a number of factors, including, but not limited to, how long the pandemic will last, whether/when recurrences of the virus may arise, what restrictions on in-restaurant dining may be enacted or re-enacted, the availability and acceptance of vaccines, the timing, and extent of customer re-engagement with its brands and, in general, what the short- and long-term impact on consumer discretionary spending may be on the Company and the restaurant industry as a whole, all of which are uncertain and cannot be predicted. The Company’s future results of operations and liquidity could be impacted adversely by future dine-in restrictions and the failure of any initiatives or programs that the Company may undertake to address financial and operational challenges faced by it and its franchisees. As such, the extent to which the Company’s financial condition , liquidity, or results of operations may be negatively impacted by COVID-19 or other health emergencies or pandemics, resulting supply chain disruptions, inflationary pressures and general macroeconomic conditions remains highly uncertain. |
Liquidity and Capital Resources | Liquidity and Capital Resources As of March 31, 2023 and June 30, 2022, the Company’s principal sources of liquidity were cash and cash equivalents of $27.0 and $3.0, respectively, which were held for working capital purposes. Since inception, the Company has financed its operations primarily through financing transactions such as the issuance of convertible promissory notes and loans, and sales of convertible preferred stock. The Company has incurred recurring operating losses since its inception, including operating losses of $42.3 million and $21.6 million for the nine months ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and June 30, 2022, respectively, the Company had an accumulated deficit of $198.7 million and $200.8 million and the Company expects to generate operating and net losses for the near term. Cash from operations could also be affected by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic, including timing of cash collections from customers. While the Company received net cash of $49.8 million from the completion of the Merger and raised net cash proceeds of $13.7 million from the issuance of new debt and payment of certain legacy debt obligations, additional capital infusion will be necessary in order to fund currently anticipated expenditures, and to meet the Company’s obligations as they come due. The Company’s future capital requirements will depend on many factors, including the revenue growth rate, subscription renewal activity, billing frequency, the success of future product development, and the timing and extent of spending to support further sales and marketing and research and development efforts. The Company intends to secure additional fundings from either public or private financing sources, and these plans for additional financings are intended to mitigate the conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern, however as the plans are outside of management’s control, the Company cannot ensure they will be effectively implemented. In the event that additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to it or at all. If the Company is unable to raise additional capital when desired, its business, results of operations, and financial condition would be materially and adversely affected. As a result, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued. The Company’s condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. |
Concentrations of Risks, Significant Customers and Investments | Concentrations of Risks, Significant Customers and Investments The Company’s financial instruments are exposed to concentrations of credit risk and consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with high-quality financial institutions with investment-grade ratings. In the event of a failure of any financial institutions where the Company maintains deposits, it may lose timely access to its funds and incur losses to the extent its deposits exceed amounts insured by the Federal Deposit Insurance Corporation, as described below. The following three largest restaurant logos (including, as applicable, the franchisees of such restaurants aggregated as a single customer for reporting purposes) accounted for more than 10% of revenues: Three months ended March 31, Nine months ended March 31, 2023 2022 2023 2022 Customer A 62 % 51 % 61 % 51 % Customer B 16 % 26 % 21 % 26 % Customer C 18 % 14 % 15 % 16 % 96 % 91 % 97 % 93 % The following restaurant logos accounted for more than 10% of accounts receivable: As of March 31, As of June 30, 2023 2022 Customer A 39 % 31 % Customer B 20 % 41 % Customer D 27 % 11 % 86 % 83 % * The Company also is exposed to vendor concentration risk as it supplies tablets from one vendor and currently source some hardware and software components used in the AI Platform from one vendor. The Company’s operating results could be adversely affected should any of the following occur: the vendor used to supply tablets increases their prices or either vendor incurs disruptions in its supply of goods or services. Financial Institutions Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents on deposit with financial institutions, the balances of which frequently exceed federally insured limits. On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. If any of the financial institutions with whom we do business were to be placed into receivership, we may be unable to access to the cash we have on deposit with such institutions. If we are unable to access our cash and cash equivalents as needed, our financial position and ability to operate our business could be adversely affected. The Company has $26.5 million in deposits in excess of the FDIC limits at March 31, 2023. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker (“ CODM The Company has operations in the United States and Canada. The Company earns primarily all of its revenue in the United States and all of its long-lived assets are held in the United States. |
Investment in non-affiliate | Investment in non-affiliate Investments in non-affiliates include equity security investments in third party entities without a readily determinable fair value in which the Company’s influence is deemed non-significant. Investments in non-affiliates are recorded using the measurement alternative for investments without readily determinable fair values, whereby the investment is measured at cost less any impairment recorded or observable price changes. Any impairments or observable price changes are reported in other income, net in the condensed consolidated statements of operations and comprehensive income (loss). |
Leases | Leases The Company leases real estate facilities under a non-cancelable operating lease with remaining lease terms of six months to three years. The Company determines if an arrangement contains a lease at inception based on whether there is an identified property or equipment and whether the Company controls the use of the identified asset throughout the period of use. The Company adopted ASU No. 2016-02, Leases Topic 842 Upon adoption the Company recorded a right of use asset (“ROU”) and an operating lease liabilities. The operating lease ROU asset represents the Company’s right to use the underlying asset for the lease term and the lease liability represents the Company’s obligation to make lease payments arising from the lease. The operating lease liability is measured and recognized at the lease inception date based on the present value of lease payments over the lease term discounted based on the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate (which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease). Because the Company’s operating lease does not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at lease commencement date for borrowings with a similar term. The Company’s operating lease ROU asset is measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred, and (iii) tenant incentives under the lease. The Company does not assume renewals or early terminations unless it is reasonably certain to exercise these options at commencement. The Company does not allocate consideration between lease and non-lease components. The Company’s lease agreement contains variable costs such as common area maintenance, operating expenses, or other costs. Variable lease payments are recognized in the period in which the obligation for those payments are incurred. In addition, the Company does not recognize ROU assets or lease liabilities for leases with a term of twelve months or less of all asset classes; lease expense from these leases are recognized on a straight-line basis over the lease term. |
Revenue Recognition | Revenue Recognition During the three and nine months ended March 31, 2023 and 2022, the Company derived its revenues from two revenue streams: (1) sales and leases of the Presto Touch and AI Platform products (“ Platform revenue Transaction revenue Platform Revenue The platform revenue stream is generated from fees charged to customers for access to the Company’s Presto Touch, which is recognized ratably. Part of the total contract value is due upon execution of the contract, and the remainder is due when the customer goes live. The contracts with customers are generally for a term ranging from 12 to 48 months. Amounts invoiced in excess of revenue recognized are recorded as deferred revenue. Revenue generated from the AI Platform (previously Voice and Vision) was not material for the three and nine months ended March 31, 2023 and 2022. Such revenue generated from the AI Platform is inclusive of contra-revenue related to the fair value of the warrant treated as a reduction to the transaction price of an AI Platform customer of $0.5 million and $1.1 million for the three and nine months ended March 31, 2023, respectively. For further details of the terms of the warrant, refer to Note 10. The Company also maintains arrangements with certain customers whereby the Company leases the Presto Touch to its customer. Revenue associated with the lease is recognized on a straight-line basis as platform revenue over the lease term in the condensed consolidated statements of operations and comprehensive loss. Transaction Revenue Transaction revenue consists of a single performance obligation recognized at a point in time when the content is delivered and used. Transaction revenue is recognized on a gross basis as the Company is the principal in the relationship and the restaurant acts as a sales agent between the Company and the diner to upsell premium content purchases during the dining experience. The Company is the principal as the Company is the primary obligor responsible for fulfillment, controls the gaming license and its accessibility and has influence in establishing the price charged to the diner. The portion of gaming service collections withheld by the restaurant for sales commission are recorded to transaction cost of revenues. The Company determines revenue recognition through the following steps: 1. Identification of the contract, or contracts, with a customer — the Company enters into a master sales agreement (“ MSA ”) with the customer which is signed by both parties. The rights and obligations are outlined in the MSA and payment terms are clearly defined. The Company then enters into a license agreement, typically with each franchisee, which outlines the specified goods and services to be provided. The Company may also enter into separate gaming agreements with diners, whereby the customer agrees to pay for use of the premium content. Each MSA, in conjunction with a license agreement, and each gaming agreement, has commercial substance, whereby the Company is to provide products and services in exchange for payment, and collectability is probable. 2. Identification of the performance obligations in the contract — The Company’s contracts with customers include promises to transfer multiple goods and services. For all arrangements with multiple services, the Company evaluates whether the individual services qualify as distinct performance obligations. In the Company’s assessment of whether a service is a distinct performance obligation, the Company determines whether the customer can benefit from the service on its own or with other readily available resources and whether the service is separately identifiable from other services in the contract. This evaluation requires the Company to assess the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated, highly interrelated, or significantly modify each other, which may require judgment based on the facts and circumstances of the contract. The Company identified the following performance obligations: for the MSAs and license agreements, 1) sales or leases of hardware, software-as-a-service (“ Saas ”) and maintenance as one combined performance obligation (“ Presto Touch ”) and for gaming agreements, 2) premium content, or gaming. Professional services were insignificant during the three and nine months ended March 31, 2023 and 2022. The Presto Touch is considered a single performance obligation because each element of the Presto Touch is interdependent and cannot function independently. The software and hardware for the Presto Touch represent one combined output and the customer cannot benefit from the use of one element without the other. When the Company enters into gaming agreements, the Company’s Presto Touch includes the capability of providing entertainment services, designed (either on its own or through other subcontractors) and provided by the Company via internet, that can be purchased by diners. The games are only accessible over the internet, and upon the diner making the decision to pay for the content, the diner receives the right to access the game on the Presto Touch. Gaming fees are usage based through the diner’s use of the device and stipulated in a separate contract with the diner. Any fees that are incurred are collected by the restaurant as part of the normal payment for the dining check from the diner and remitted back to the Company, net of commissions paid to the restaurant as the sales agent. Premium content revenue, or gaming revenue, is therefore one performance obligation. 3. Determination of the transaction price — the Company’s MSAs stipulate the terms and conditions, and separate license agreements dictate the transaction price, and typically outlines as a price per store location or price per number of Presto Touches used. The transaction price is generally a fixed fee, with a portion due upfront upon signing of the contract and the remainder due upon installation of the Presto Touch. The transaction price for transaction revenue is a fixed fee charged per game. The Company occasionally provides consideration payable to a customer, which is recorded as a capitalized asset upon payment and included as part of deferred costs and amortized as contra-revenue over the expected customer life. 4. Allocation of the transaction price to the performance obligations in the contract — As the Presto Touch is one combined performance obligation, no reallocation of the contract price is required. The Company’s premium content contract is comprised of one performance obligation and does not require reallocation of the contract price. 5. Recognition of revenue when, or as, the Company satisfies a performance obligation — As the customer simultaneously receives and consumes the benefits provided by the Company through continuous access to its SaaS platform, revenue from the Presto Touch is satisfied ratably over the contract period as the service is provided, commencing when the subscription service is made available to the customer. Transaction revenue does not meet the criteria for ratable recognition and is recognized at a point in time when the gaming service is provided. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company computes net income (loss) per share, or earnings per share (“EPS”), following ASC Topic 260, Earnings per Share |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted | Recently Adopted Accounting Standards In February 2016, the FASB issued Topic 842 which generally requires companies to recognize operating and financing lease liabilities and corresponding ROU assets on the balance sheet. The Company adopted the standard as of July 1, 2022, using the modified retrospective approach and has elected to use the optional transition method which allows the Company to apply the guidance of ASC Topic 840, Leases The adoption of the new standard resulted in recognition of an operating lease ROU asset and operating lease liability of $0.5 million and $0.5 million, respectively, as of July 1, 2022. There was no cumulative impact of transition to retained earnings as of the adoption date. The standard did not impact the accompanying condensed consolidated statements of operations and comprehensive income (loss) and the accompanying condensed consolidated statements of cash flows. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, Recently Issued Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments Topic 326: Credit Losses Measurement of Credit Losses on Financial Instruments (Topic 326) In August 2020, the FASB issued ASU 2020 06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity In March 2020 with an update in January 2021, the FASB issued ASU 2020 04 , Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform (Topic 848) LIBOR |
Summary of Business and Signi_3
Summary of Business and Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Summary of Business and Significant Accounting Policies | |
Schedule of Trust and PIPE net of transaction costs and other payments | Net Cash Cash—Ventoux Trust and working capital cash $ 9,584 Cash—PIPE investment 55,400 Less: transaction costs and other payments (1) (15,144) Total $ 49,840 (1) Amount reflects (1) the repayment of $1.9 million of Ventoux related party loans utilizing proceeds from Trust, (2) the payment of $7.8 million in Ventoux transaction costs related to the Merger, (3) the payment of $4.9 million in Legacy Presto transaction costs related to the Merger and (4) the payment of certain other costs not directly related to the Merger in the amount of $0.5 million. Legacy Presto also incurred $2.1 million in transaction costs which were paid via the issuance of 260,000 Company shares. Further in conjunction with the Merger, Legacy Presto incurred $3.2 million in transaction costs which were either paid prior to or after the Merger. As of March 31, 2023, all of the transaction costs incurred by Legacy Presto have been fully paid. Accordingly, in total Legacy Presto incurred transaction costs amounting to $10.4 million. |
Schedule of percentage of concentration risk | Three months ended March 31, Nine months ended March 31, 2023 2022 2023 2022 Customer A 62 % 51 % 61 % 51 % Customer B 16 % 26 % 21 % 26 % Customer C 18 % 14 % 15 % 16 % 96 % 91 % 97 % 93 % As of March 31, As of June 30, 2023 2022 Customer A 39 % 31 % Customer B 20 % 41 % Customer D 27 % 11 % 86 % 83 % * |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Revenue | |
Schedule of deferred revenue | Deferred Revenue Balance as of June 30, 2021 $ 25,623 Additions 2,355 Revenue recognized (13,271) Balance as of March 31, 2022 $ 14,707 Deferred Revenue Balance as of June 30, 2022 $ 10,769 Additions 2,060 Revenue recognized (11,014) Balance as of March 31, 2023 $ 1,815 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements | |
Schedule of fair value of financial instruments | As of March 31, 2023 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents: Money market funds $ 2,042 $ — $ — $ 2,042 Total financial assets $ 2,042 $ — $ — $ 2,042 Financial liabilities: Unvested founder shares liability $ — $ — $ 196 196 Warrant liabilities — — 1,623 1,623 Total financial liabilities $ — $ — $ 1,819 $ 1,819 As of June 30, 2022 Level 1 Level 2 Level 3 Total Financial liabilities: Convertible promissory notes and embedded warrants $ — $ — $ 89,663 $ 89,663 Warrant liabilities — — 4,149 4,149 Total financial liabilities $ — $ — $ 93,812 $ 93,812 |
Schedule of weighted-average assumptions made in estimating the fair value | As of June 30, 2022 Next Next Change in Maturity Financing - Private Financing - Public Control Date Default Probability of conversion 10.0 % 80.0 % 5.0 % 5.0 % — Expected term (in years) 0.3 0.2 0.2 0.3 — Discount rate 16.5 % 16.5 % 16.5 % — % — As of As of March 31, June 30, 2023 2022 Risk-free interest rate 3.64 % 3.00 % Expected term (in years) 4.93 5.93 Expected volatility 59.07 % 65.72 % Expected dividend yield — — Exercise price $ 6.15 $ 7.48 |
Schedule of difference between carrying amount and the fair value | As of June 30, 2022 Carrying Amount Amount Charged to Earnings Fair Value Convertible promissory notes and embedded warrants $ 51,816 $ 37,847 $ 89,663 Total $ 51,816 $ 37,847 $ 89,663 |
Schedule of changes in fair value of level 3 | Convertible Promissory Unvested Notes and Founder Embedded Warrant Shares Warrants Liabilities Liability Balance at June 30, 2021 $ 62,581 $ 1,434 $ — Issuance of convertible promissory notes 5,500 — — Issuance of warrants — 1,118 Change in fair value of warrants and convertible promissory notes 10,602 1,066 — Balance at March 31, 2022 $ 78,683 $ 3,618 $ — Convertible Promissory Unvested Notes and Founder Embedded Warrant Shares Warrants Liabilities Liability Balance at June 30, 2022 $ 89,663 $ 4,149 $ — Reclassification of liability classified warrants to equity — (830) — Issuance of warrants — 1,471 — Recognition of warrants and unvested founder shares liabilities assumed upon Merger — 9,388 1,588 Change in fair value (48,271) (12,555) (1,392) Conversion of warrant liabilities and convertible promissory notes (41,392) — — Balance at March 31, 2023 $ — $ 1,623 $ 196 |
Unvested founder shares liability | |
Fair Value Measurements | |
Schedule of weighted-average assumptions made in estimating the fair value | As of March 31, 2023 As of Merger Date Expected volatility 71.9 % 76.2 % Expected term (in years) 4.5 5.0 Risk-free interest rate 3.6 % 3.7 % |
Consolidated Balance Sheet Co_2
Consolidated Balance Sheet Components (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Consolidated Balance Sheet Components | |
Schedule of inventories | As of As of March 31, June 30, 2023 2022 Finished goods $ 395 $ 869 Total inventories $ 395 $ 869 |
Schedule of property and equipment | As of As of March 31, June 30, 2023 2022 Tablets $ 5,758 $ 5,663 Computer equipment 625 519 Software 4 562 Total property and equipment 6,387 6,744 Less: accumulated depreciation (5,172) (4,769) Property and equipment, net $ 1,215 $ 1,975 |
Schedule of intangible assets | As of As of March 31, June 30, 2023 2022 Capitalized software $ 7,574 $ 3,135 Developed technology 1,300 1,300 Domain name 151 151 Intangible assets, gross 9,025 4,586 Less: accumulated amortization (589) (360) Intangible assets, net $ 8,436 $ 4,226 Years Capitalized software 4 Developed technology 4 Domain Name 15 |
Schedule of future amortization expense | Remainder of 2023 $ 84 2024 335 2025 335 2026 308 2027 10 Thereafter 56 Total $ 1,128 |
Schedule of accrued liabilities | As of As of March 31, June 30, 2023 2022 Accrued expenses $ 585 $ 2,176 Accrued vacation 954 874 Accrued payroll 672 1,686 Operating lease liability, current 340 — Accrued interest 371 402 Accrued repair cost (Refer to Note 8) 311 724 Accrued sales tax 114 86 Accrued other 805 267 Total accrued liabilities $ 4,152 $ 6,215 |
Schedule of other long-term liabilities | As of As of March 31, June 30, 2023 2022 Unvested founder shares liability $ 196 $ — Operating lease liability, net of current portion 230 — Total other long-term liabilities $ 426 $ — |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Leases | |
Schedule of supplemental information related to the Company's operating lease | Operating cash flows used for operating lease $ 332 Operating lease liability arising from obtaining ROU asset (1) $ 570 Weighted average remaining lease term 1.1 years Weighted average discount rate 15 % (1) Amount includes $0.5 million related to the adoption of ASC 842 for existing operating leases on July 1, 2022, and $0.3 million related to the Company entering into a new non-cancelable operating lease agreement during the nine months ended March 31, 2023. |
Schedule of future minimum lease payments under the Company's non-cancelable operating leases | As of March 31, 2023 Remainder of 2023 $ 100 2024 404 2025 143 Gross lease payments 647 Less: imputed interest (77) Present value of net future minimum lease payments $ 570 |
Schedule of future minimum lease payments under ASC 840 | As of June 30, 2022 2023 $ 273 2024 218 2025 127 Total $ 618 |
Financing Obligations (Tables)
Financing Obligations (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Financing Obligations | |
Schedule of financing obligations net of discounts | As of March 31, As of June 30, 2023 2022 Receivable financing facility $ 4,314 $ 5,911 Equipment financing facility 1,266 2,929 Total financing obligations 5,580 8,840 Less: financing obligations, current (3,720) (8,840) Total financing obligations, noncurrent $ 1,860 $ — |
Debt Arrangements (Tables)
Debt Arrangements (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Debt Arrangements | |
Schedule of Debt | As of March 31, As of June 30, 2023 2022 Convertible promissory notes $ — $ 89,663 Term loans 53,979 25,443 PPP Loan — 2,000 Total debt 53,979 117,106 Less: debt, current (53,979) (115,106) Total debt, noncurrent $ — $ 2,000 |
Schedule of Maturities of Debt | As of March 31, 2023 2023 (remaining) $ — 2024 — 2025 55,000 Total future payments on debt obligations $ 55,000 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Stockholders' Deficit | |
Schedule of common stock reserved for future issuance | As of March 31, 2023 Warrants to purchase common stock 18,815,453 Common stock options and RSUs 14,390,934 Equity awards available for future grants 4,617,400 Earnout shares 14,639,187 52,462,974 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Warrants | |
Schedule of warrants on common stock outstanding | The following tables represent the warrants on common stock outstanding: As of March 31, 2023 Expiration date Exercise Price Number of Shares Term (years) Classification Common [C] $ 7.80 12,811 7 Equity Common [C] $ 7.80 41,636 7 Equity Common [C] $ 7.80 16,654 7 Equity Common March 2026 $ 9.25 84,461 6.5 Liability Common June 2028 $ 0.01 404,961 [E] 6.7 Equity Common [F] $ 0.37 178,395 10 Equity Common March 2026 $ 0.37 57,952 10 Liability Common July 2027 $ 9.25 86,532 6 Liability Common July 2027 $ 0.37 402,679 6 Equity Common [A] $ 8.16 182,158 [A] Equity Common January 2031 $ 8.16 27,577 10 Liability Common [B] $ 6.53 294,725 [B] 10 Equity Common March 2032 $ 8.16 374,912 10 Liability Common September 2027 $ 11.50 1,500,000 5 Equity Common September 2027 $ 8.21 8,625,000 5 Equity Common September 2027 $ 11.50 6,125,000 5 Liability Common March 2028 $ 0.01 400,000 5 Liability Total 18,815,453 As of June 30, 2022 Expiration date Exercise Price Number of Shares Term (years) Classification Common [C] $ 7.80 12,811 7 Equity Common [C] $ 7.80 41,636 7 Equity Common [C] $ 7.80 16,654 7 Equity Common March 2026 $ 9.25 84,461 10 Liability Common October 2027 $ 0.37 141,970 10 Equity Common [D] $ 0.01 2,575,190 [D] Liability Common June 2028 $ 0.01 404,961 [E] 6.7 Equity Common March 2026 $ 0.37 178,395 10 Equity Common March 2026 $ 0.37 57,952 10 Liability Common July 2027 $ 9.25 86,532 10 Liability Common July 2027 $ 7.80 402,679 10 Liability Common [A] $ 8.16 182,158 [A] Equity Common January 2031 $ 8.16 27,577 10 Liability Common March 2031 $ 6.53 294,725 [B] 10 Liability Common March 2032 $ 8.16 205,602 10 Liability Total 4,713,303 [A] — Warrants will expire at the earliest of a consummation of an acquisition or one year after the effective date of a registration statement for an initial public offering. [B] — Warrant has the option of being converted into a variable number of shares based on the class of shares that the warrant is exercised at the discretion of the warrant holder. The Company notes the most likely conversion is to Common Stock and have calculated the number of shares as the quotient of the aggregate warrant coverage dollar amount value of $1.9 million over the exercise price of $6.53 per share as of March 31, 2023 and June 30, 2022. Warrant will also expire at the earliest of 10 years from the issuance date of March 5, 2021 or a consummation of an acquisition in which the sole consideration is cash or marketable securities. [C] — Warrants expire 5 years from the effective date of a registration statement for an initial public offering should one occur. [D] — Warrants are exercisable after the conversion of the related convertible notes and will expire, if not exercised, at the earliest of a public liquidity event, the effective date of a registration statement for an initial public offering and 5 years from the issuance date. Warrants are exercisable for a variable number of shares dependent on the fully diluted capitalization and are estimated at each reporting date. The warrants were converted into Common Stock on September 21, 2022 in conjunction with the Merger. [E] — Warrants were issued in October 2021 and are exercisable contingent on rollouts of the Company’s products and services to the warrant holder. Number of shares represents the maximum number of shares to be issued to the warrant holder of 404,961, of which 144,377 and 321,943 remained contingent as of March 31, 2023 and June 30, 2022, respectively. Expense related to the cost of these warrants being recognized as a reduction to revenue in the Company’s condensed consolidated statements of operations and comprehensive income (loss). [F] — Warrants will expire at the earliest of 10 years from the issuance date of March 11, 2016, a consummation of an acquisition or one year after the effective date of a registration statement for an initial public offering. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Stock-Based Compensation | |
Summary of the equity incentive plan activity | Number of Weighted- Weighted- Aggregate Options Average Average Remaining Intrinsic Outstanding Exercise Price Contractual Life (years) Value Balance – June 30, 2022 13,845,291 $ 0.59 6.66 Retrospective application of recapitalization (2,631,676) 0.14 Adjusted Balance – beginning of period 11,213,615 0.73 6.66 Exercised (511,670) 0.54 Forfeited and expired (253,625) 1.07 Balance –March 31, 2023 10,448,320 0.73 4.57 Vested and expected to vest at March 31, 2023 10,448,320 0.73 4.57 $ 8,842 Exercisable at March 31, 2023 9,512,184 0.57 4.24 9,591 |
Summary of the equity incentive plan RSU activity | Number of Weighted- Average Awards Outstanding Grant Date Fair Value Unvested Balance – June 30, 2022 432,666 $ 6.46 Retrospective application of recapitalization (82,240) 1.52 Adjusted, unvested balance – beginning of period 350,426 7.98 Granted 4,758,115 4.80 Vested (798,239) 4.28 Forfeited (372,215) 4.32 Unvested Balance - March 31, 2023 3,938,087 5.24 |
Summary of stock-based compensation expense excluding stock-based compensation in capitalized software | Three months ended March 31, Nine months ended March 31, 2023 2022 2023 2022 Research and development $ 682 $ 99 $ 959 $ 349 Sales and marketing 177 110 361 323 General and administrative 1,933 221 4,474 706 $ 2,792 $ 430 $ 5,794 $ 1,378 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Net Income (Loss) Per Share | |
Schedule of computation of basic and diluted net income (loss) per share attributable to common stockholders | Three months ended March 31, Nine months ended March 31, 2023 2022 2023 2022 Numerator: Net income (loss) attributable to common stockholders, basic and diluted $ (15,680) $ 8,954 $ 2,080 $ (34,062) Less: Change in fair value of convertible promissory notes — (16,307) — — Net income (loss) attributable to common stockholders, diluted $ (15,680) $ (7,353) $ 2,080 $ (34,062) Denominator: Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic 51,453,368 27,316,602 44,173,570 27,213,403 Add: Weighted average dilutive effect of stock options, RSUs and warrants — — 10,366,225 — Add: Weighted average dilutive effect of convertible promissory notes — 4,522,105 — — Weighted average shares outstanding - diluted 51,453,368 31,838,707 54,539,795 27,213,403 Net income (loss) per share attributable to common stockholders, basic $ (0.30) $ 0.33 $ 0.05 $ (1.25) Net income (loss) per share attributable to common stockholders, diluted $ (0.30) $ (0.23) $ 0.04 $ (1.25) |
Schedule of potential weighted average shares of common stock excluded from computation of diluted net loss per share | The potential weighted average shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows: Three months ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Stock options and RSUs 13,856,065 11,848,316 356,342 11,903,763 Convertible notes — - — 4,535,520 Common stock warrants 18,154,571 4,582,204 12,509,788 4,372,633 Non-voting common stock warrants — — — — Total potential shares of common stock excluded from the computation of diluted net income (loss) per share 32,010,636 16,430,520 12,866,130 20,811,916 |
Summary of Business and Signi_4
Summary of Business and Significant Accounting Policies - Trust Proceeds and PIPE investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 22, 2022 | Sep. 21, 2022 | Mar. 31, 2023 | Mar. 31, 2023 | Dec. 30, 2020 | |
Summary of Business and Significant Accounting Policies | |||||
Cash-PIPE investment | $ 55,400 | ||||
Net cash received from completion of merger | $ 49,800 | ||||
Amount placed in trust account | $ 151,500 | ||||
Unredeemed Funds | $ 9,500 | ||||
Issuance of common stock | $ 100 | 1,100 | |||
Repayment of loans | 1,900 | ||||
Transaction costs related to merger | 7,800 | ||||
Other costs | 500 | ||||
Exchange ratio | 0.8099% | ||||
Private Placement | |||||
Summary of Business and Significant Accounting Policies | |||||
Cash-Ventoux Trust and working capital cash | 9,584 | ||||
Cash-PIPE investment | 55,400 | ||||
Less: transaction costs and other payments | (15,144) | ||||
Net cash received from completion of merger | $ 49,840 | ||||
Issuance of common stock (in shares) | 7,133,687 | ||||
Issuance of common stock | $ 55,400 | ||||
Legacy Presto | |||||
Summary of Business and Significant Accounting Policies | |||||
Net cash received from completion of merger | $ 49,800 | ||||
Issuance of common stock (in shares) | 260,000 | ||||
Transaction costs related to merger | $ 2,100 | ||||
Unpaid transaction costs | $ 10,400 | $ 10,400 | |||
Payment of transaction cost | 4,900 | ||||
Merger related transaction cost payable | $ 3,200 | ||||
Exchange ratio | 0.8099% |
Summary of Business and Signi_5
Summary of Business and Significant Accounting Policies - Earnout Arrangement (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 21, 2022 D $ / shares shares | Mar. 31, 2023 USD ($) shares | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) shares | Mar. 31, 2023 USD ($) shares | Mar. 31, 2022 USD ($) | |
Summary of Business and Significant Accounting Policies | ||||||
Shares received | shares | 15,000,000 | |||||
Grant date fair value of each earnout share | $ / shares | $ 3.17 | |||||
Earn out shares to common stock and RSU | shares | 4,771,116 | |||||
Earn out shares | shares | 15,000,000 | |||||
Common stock reserved for future issuance | shares | 52,462,974 | 52,462,974 | 52,462,974 | |||
Compensation expense | $ 2,792 | $ 430 | $ 5,794 | $ 1,378 | ||
Unrecognized stock-based compensation | 11,300 | $ 11,300 | $ 11,300 | |||
Weighted average period of recognition | 1 year 6 months | |||||
Number of shares forfeited | shares | 360,813 | |||||
Other long-term liabilities | 426 | 426 | $ 426 | |||
Third anniversary | ||||||
Summary of Business and Significant Accounting Policies | ||||||
Common stock shares issued (in Shares) | shares | 7,500,000 | |||||
Number of trading days | D | 20 | |||||
Number of consecutive trading days | D | 30 | |||||
Third anniversary | Minimum | ||||||
Summary of Business and Significant Accounting Policies | ||||||
Stock price | $ / shares | $ 12.50 | |||||
Fifth anniversary | ||||||
Summary of Business and Significant Accounting Policies | ||||||
Common stock shares issued (in Shares) | shares | 7,500,000 | |||||
Number of trading days | D | 20 | |||||
Number of consecutive trading days | D | 30 | |||||
Fifth anniversary | Minimum | ||||||
Summary of Business and Significant Accounting Policies | ||||||
Stock price | $ / shares | $ 15 | |||||
Earnout Shares [Member] | ||||||
Summary of Business and Significant Accounting Policies | ||||||
Compensation expense | 1,600 | 0 | 3,500 | 3,500 | 0 | |
Options | ||||||
Summary of Business and Significant Accounting Policies | ||||||
Unrecognized stock-based compensation | 2,000 | 2,000 | $ 2,000 | |||
Weighted average period of recognition | 3 years 2 months 1 day | |||||
Performance Shares | ||||||
Summary of Business and Significant Accounting Policies | ||||||
Compensation expense | 300 | $ 400 | ||||
General and administrative | ||||||
Summary of Business and Significant Accounting Policies | ||||||
Compensation expense | 1,933 | 221 | 4,474 | 706 | ||
General and administrative | Earnout Shares [Member] | ||||||
Summary of Business and Significant Accounting Policies | ||||||
Compensation expense | 1,100 | 2,300 | ||||
Research and development | ||||||
Summary of Business and Significant Accounting Policies | ||||||
Compensation expense | 682 | 99 | 959 | 349 | ||
Research and development | Earnout Shares [Member] | ||||||
Summary of Business and Significant Accounting Policies | ||||||
Compensation expense | 400 | 1,000 | ||||
Sales and marketing | ||||||
Summary of Business and Significant Accounting Policies | ||||||
Compensation expense | 177 | $ 110 | $ 361 | $ 323 | ||
Sales and marketing | Earnout Shares [Member] | ||||||
Summary of Business and Significant Accounting Policies | ||||||
Compensation expense | $ 68 | $ 200 |
Summary of Business and Signi_6
Summary of Business and Significant Accounting Policies - Unvested Founder Shares (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 22, 2022 USD ($) $ / shares shares | Sep. 21, 2022 USD ($) D $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Oct. 29, 2021 shares | |
Summary of Business and Significant Accounting Policies | |||||||
Founders shares held by sponsors | shares | 444,500 | ||||||
Stock based compensation expiration period | 5 years | ||||||
Number of consecutive trading days | D | 40 | ||||||
Number of Trading days | D | 60 | ||||||
Liability for the unvested founder shares | $ 1,600 | ||||||
Change in fair value of unvested founder shares liability | $ (1,392) | ||||||
Total shares authorized | shares | 181,500,000 | ||||||
Common stock shares authorized | shares | 180,000,000 | 180,000,000 | 180,000,000 | 180,000,000 | 180,000,000 | 180,000,000 | |
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock shares authorized | shares | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | |
Preferred stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | shares | 50,639,837 | 51,921,941 | 51,921,941 | 51,921,941 | 27,974,439 | ||
Common stock, shares outstanding | shares | 50,639,837 | 51,921,941 | 51,921,941 | 51,921,941 | 27,974,439 | ||
Number of shares warrants can be converted to | shares | 18,415,453 | ||||||
Warrants to purchase shares of common stock | shares | 18,815,453 | 18,815,453 | 18,815,453 | 4,713,303 | 404,961 | ||
Exchange ratio | 0.8099% | ||||||
Total net liabilities | $ 9,800 | ||||||
Gain on remeasurement of unvested founder shares | $ 1,400 | ||||||
Loss on remeasurement of unvested founder shares | $ (200) | ||||||
Warrant liabilities | 9,400 | $ 1,623 | $ 1,623 | $ 1,623 | $ 4,149 | ||
Cash-PIPE investment | $ 55,400 | ||||||
Maximum | |||||||
Summary of Business and Significant Accounting Policies | |||||||
Stock based compensation expiration period | 10 years | ||||||
Selling and Marketing Expense [Member] | |||||||
Summary of Business and Significant Accounting Policies | |||||||
Bonus and deferred consideration expense | $ 100 | ||||||
Research and Development Expense [Member] | |||||||
Summary of Business and Significant Accounting Policies | |||||||
Bonus and deferred consideration expense | 1,800 | ||||||
Legacy Presto | |||||||
Summary of Business and Significant Accounting Policies | |||||||
Exchange ratio | 0.8099% | ||||||
CyborgOps | |||||||
Summary of Business and Significant Accounting Policies | |||||||
Bonus and deferred consideration expense | $ 1,900 | ||||||
First specified vesting period | |||||||
Summary of Business and Significant Accounting Policies | |||||||
Percentage of shares vested | 25% | ||||||
Stock price | $ / shares | $ 12 | ||||||
Stock based compensation expiration period | 5 years | ||||||
Second specified vesting period | |||||||
Summary of Business and Significant Accounting Policies | |||||||
Percentage of shares vested | 25% | ||||||
Stock price | $ / shares | $ 15 | ||||||
Stock based compensation expiration period | 5 years | ||||||
Third specified vesting period | |||||||
Summary of Business and Significant Accounting Policies | |||||||
Percentage of shares vested | 25% | ||||||
Stock price | $ / shares | $ 20 | ||||||
Stock based compensation expiration period | 5 years | ||||||
Remaining 25% | |||||||
Summary of Business and Significant Accounting Policies | |||||||
Percentage of shares vested | 25% | ||||||
Stock price | $ / shares | $ 25 | ||||||
Stock based compensation expiration period | 5 years |
Summary of Business and Signi_7
Summary of Business and Significant Accounting Policies - Revision of Prior Financial Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 6,607 | $ 7,534 | $ 21,316 | $ 22,459 |
Platform | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,088 | 5,083 | 11,617 | 14,754 |
Cost of revenue | $ 2,743 | $ 4,057 | $ 10,951 | $ 11,872 |
Summary of Business and Signi_8
Summary of Business and Significant Accounting Policies - Emerging Growth Company Status (Details) $ in Billions | Mar. 31, 2023 USD ($) |
Summary of Business and Significant Accounting Policies | |
Total annual gross revenue | $ 1.1 |
Non-convertible debt | $ 1 |
Summary of Business and Signi_9
Summary of Business and Significant Accounting Policies - Impact of COVID 19 (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jul. 31, 2022 | Aug. 31, 2021 | Mar. 31, 2021 | Apr. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Summary of Business and Significant Accounting Policies | |||||||
Loss on infrequent product repairs | $ 119 | $ 582 | |||||
PPP | |||||||
Summary of Business and Significant Accounting Policies | |||||||
Loan received | $ 2,000 | $ 2,600 | |||||
Forgiveness of PPP Loan | $ 2,000 | $ 2,600 | $ 2,000 | $ 2,600 |
Summary of Business and Sign_10
Summary of Business and Significant Accounting Policies - Liquidity and Capital Resources (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Summary of Business and Significant Accounting Policies | |||||
Cash and cash equivalents | $ 26,978 | $ 26,978 | $ 3,017 | ||
Operating losses | (14,542) | $ (7,977) | (42,307) | $ (21,584) | |
Accumulated deficit | $ (198,703) | (198,703) | $ (200,783) | ||
Net cash received from completion of merger. | 49,800 | ||||
Cash proceeds from issuance of debt | $ 13,700 |
Summary of Business and Sign_11
Summary of Business and Significant Accounting Policies - Concentrations of Risks (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Summary of Business and Significant Accounting Policies | |||||
Deposits in excess of the FDIC limits | $ 26.5 | $ 26.5 | |||
Major Customers | Revenue | Customer Concentration Risk | |||||
Summary of Business and Significant Accounting Policies | |||||
Concentration risk percentage | 96% | 91% | 97% | 93% | |
Major Customers | Accounts Receivable | Customer Concentration Risk | |||||
Summary of Business and Significant Accounting Policies | |||||
Concentration risk percentage | 86% | 83% | |||
Customer A | Revenue | Customer Concentration Risk | |||||
Summary of Business and Significant Accounting Policies | |||||
Concentration risk percentage | 62% | 51% | 61% | 51% | |
Customer A | Accounts Receivable | Customer Concentration Risk | |||||
Summary of Business and Significant Accounting Policies | |||||
Concentration risk percentage | 39% | 31% | |||
Customer B | Revenue | Customer Concentration Risk | |||||
Summary of Business and Significant Accounting Policies | |||||
Concentration risk percentage | 16% | 26% | 21% | 26% | |
Customer B | Accounts Receivable | Customer Concentration Risk | |||||
Summary of Business and Significant Accounting Policies | |||||
Concentration risk percentage | 20% | 41% | |||
Customer C | Revenue | Customer Concentration Risk | |||||
Summary of Business and Significant Accounting Policies | |||||
Concentration risk percentage | 18% | 14% | 15% | 16% | |
Customer C | Accounts Receivable | Customer Concentration Risk | Maximum | |||||
Summary of Business and Significant Accounting Policies | |||||
Concentration risk percentage | 10% | 10% | |||
Customer D | Accounts Receivable | Customer Concentration Risk | |||||
Summary of Business and Significant Accounting Policies | |||||
Concentration risk percentage | 27% | 11% |
Summary of Business and Sign_12
Summary of Business and Significant Accounting Policies - Segment Information (Details) | 9 Months Ended |
Mar. 31, 2023 segment | |
Summary of Business and Significant Accounting Policies | |
Number of reportable segments | 1 |
Summary of Business and Sign_13
Summary of Business and Significant Accounting Policies - Leases (Details) | Mar. 31, 2023 |
Maximum | |
Leases | |
Remaining lease term | 3 years |
Minimum | |
Leases | |
Remaining lease term | 6 months |
Summary of Business and Sign_14
Summary of Business and Significant Accounting Policies - Revenue Recognition (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 USD ($) item | Mar. 31, 2022 USD ($) item | Mar. 31, 2023 USD ($) item | Mar. 31, 2022 USD ($) item | |
Disaggregation of Revenue [Line Items] | ||||
Number of revenue streams | item | 2 | 2 | 2 | 2 |
Contra Revenue Associated with Warrant Agreement | $ (500) | $ 0 | $ (1,073) | $ 0 |
AI Platform | ||||
Disaggregation of Revenue [Line Items] | ||||
Contra Revenue Associated with Warrant Agreement | $ 500 | $ 1,100 | ||
Minimum | ||||
Disaggregation of Revenue [Line Items] | ||||
Contract term | 12 months | |||
Maximum | ||||
Disaggregation of Revenue [Line Items] | ||||
Contract term | 48 months |
Summary of Business and Sign_15
Summary of Business and Significant Accounting Policies - Recently Adopted Accounting Standards (Details) - USD ($) | Mar. 31, 2023 | Jul. 01, 2022 | Jun. 30, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right of use asset | $ 600,000 | $ 0 | |
Operating lease liability | $ 570,000 | $ 0 | |
ASU 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right of use asset | $ 500,000 | ||
Operating lease liability | $ 500,000 |
Revenue - Deferred Revenue (Det
Revenue - Deferred Revenue (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | ||
Deferred revenue, beginning of year | $ 10,769 | $ 25,623 |
Additions | 2,060 | 2,355 |
Revenue recognized | (11,014) | |
Revenue recognized | (13,271) | |
Deferred revenue, end of period | $ 1,815 | $ 14,707 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 29, 2021 | Jul. 29, 2019 | Oct. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Oct. 29, 2021 | |
Revenue | ||||||||||
Contract assets | $ 700 | $ 700 | $ 500 | |||||||
Interest expense | 2,991 | $ 1,162 | 9,397 | $ 3,418 | ||||||
Accrued interest | $ 371 | 371 | $ 402 | |||||||
Value of alternative installation and replacement services | 100 | 500 | ||||||||
Loss on infrequent product repairs | 119 | 582 | ||||||||
Accounts payable | $ 1,480 | (4,297) | ||||||||
Warrants to purchase shares of common stock | 18,815,453 | 18,815,453 | 4,713,303 | 404,961 | ||||||
Contra-revenue recognized related to the warrant | $ (500) | 0 | $ (1,073) | 0 | ||||||
Revenue from leasing arrangements | 600 | $ 500 | 1,500 | $ 1,800 | ||||||
AI Platform | ||||||||||
Revenue | ||||||||||
Contra-revenue recognized related to the warrant | $ 500 | $ 1,100 | ||||||||
Maximum | ||||||||||
Revenue | ||||||||||
Premium content revenue (as a percent) | 90% | 90% | ||||||||
Maximum | AI Platform | ||||||||||
Revenue | ||||||||||
Percent of revenue paid to vendor (as percent) | 68% | 68% | ||||||||
Maximum | Gaming | ||||||||||
Revenue | ||||||||||
Commission paid to restaurants (as a percent) | 90% | 90% | ||||||||
Minimum | ||||||||||
Revenue | ||||||||||
Premium content revenue (as a percent) | 83% | 81% | ||||||||
Minimum | AI Platform | ||||||||||
Revenue | ||||||||||
Percent of revenue paid to vendor (as percent) | 64% | 64% | ||||||||
Minimum | Gaming | ||||||||||
Revenue | ||||||||||
Commission paid to restaurants (as a percent) | 84% | 82% | ||||||||
Customer A | ||||||||||
Revenue | ||||||||||
Marketing development expense | $ 3,200 | $ 5,000 | ||||||||
Percentage of interest accrued on unpaid balance | 12% | |||||||||
Interest expense | $ 200 | |||||||||
Accrued interest | $ 0 | $ 0 | $ 200 | |||||||
Handheld services payable | 2,000 | |||||||||
Value of alternative installation and replacement services | 2,000 | $ 100 | $ 500 | |||||||
Cover expenses | 3,300 | |||||||||
Accrued interest waived | 800 | |||||||||
Cancellation of refund request | $ 2,000 | |||||||||
Loss on infrequent product repairs | $ 2,900 | |||||||||
Accounts payable | $ (3,200) | (2,400) | ||||||||
Reduction to deferred revenue | (300) | |||||||||
Prepaid interest | $ 200 |
Revenue - Remaining performance
Revenue - Remaining performance obligations (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Jul. 29, 2019 |
Revenue | ||
Revenue expected to be recognized from remaining performance obligations | $ 2.8 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | ||
Revenue | ||
Revenue expected to be recognized from remaining performance obligations | $ 2.5 | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | Customer A | ||
Revenue | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 4 years |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Instruments (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Fair Value Measurements | ||
Total financial assets | $ 2,042 | |
Total financial liabilities | 1,819 | $ 93,812 |
Unvested founder shares liability | ||
Fair Value Measurements | ||
Total financial liabilities | 196 | |
Convertible promissory notes and embedded warrants | ||
Fair Value Measurements | ||
Total financial liabilities | 89,663 | |
Warrants to purchase common stock | ||
Fair Value Measurements | ||
Total financial liabilities | 1,623 | 4,149 |
Money Market Funds [Member] | ||
Fair Value Measurements | ||
Total financial assets | 2,042 | |
Level 1 | ||
Fair Value Measurements | ||
Total financial assets | 2,042 | |
Level 1 | Money Market Funds [Member] | ||
Fair Value Measurements | ||
Total financial assets | 2,042 | |
Level 3 | ||
Fair Value Measurements | ||
Total financial liabilities | 1,819 | 93,812 |
Level 3 | Unvested founder shares liability | ||
Fair Value Measurements | ||
Total financial liabilities | 196 | |
Level 3 | Convertible promissory notes and embedded warrants | ||
Fair Value Measurements | ||
Total financial liabilities | 89,663 | |
Level 3 | Warrants to purchase common stock | ||
Fair Value Measurements | ||
Total financial liabilities | $ 1,623 | $ 4,149 |
Fair Value Measurements - Unves
Fair Value Measurements - Unvested founder share liability (Details) | Mar. 31, 2023 Y | Sep. 21, 2022 Y |
Expected volatility | ||
Fair Value Measurements | ||
Unvested founder share liability, measurement input | 0.719 | 0.762 |
Expected term (in years) | ||
Fair Value Measurements | ||
Unvested founder share liability, measurement input | 4.5 | 5 |
Risk-free interest rate | ||
Fair Value Measurements | ||
Unvested founder share liability, measurement input | 0.036 | 0.037 |
Fair Value Measurements - Weigh
Fair Value Measurements - Weighted Average Assumptions (Details) | Jun. 30, 2022 Y |
Probability of conversion | Private Financing | |
Fair Value Measurements | |
Warrants, measurement inputs | 0.100 |
Probability of conversion | Public Financing | |
Fair Value Measurements | |
Warrants, measurement inputs | 0.800 |
Probability of conversion | Change in Control | |
Fair Value Measurements | |
Warrants, measurement inputs | 0.050 |
Probability of conversion | Maturity Date | |
Fair Value Measurements | |
Warrants, measurement inputs | 0.050 |
Expected term (in years) | Private Financing | |
Fair Value Measurements | |
Warrants, measurement inputs | 0.3 |
Expected term (in years) | Public Financing | |
Fair Value Measurements | |
Warrants, measurement inputs | 0.2 |
Expected term (in years) | Change in Control | |
Fair Value Measurements | |
Warrants, measurement inputs | 0.2 |
Expected term (in years) | Maturity Date | |
Fair Value Measurements | |
Warrants, measurement inputs | 0.3 |
Discount rate | Private Financing | |
Fair Value Measurements | |
Warrants, measurement inputs | 0.165 |
Discount rate | Public Financing | |
Fair Value Measurements | |
Warrants, measurement inputs | 0.165 |
Discount rate | Change in Control | |
Fair Value Measurements | |
Warrants, measurement inputs | 0.165 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value and Carrying Amount (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Fair Value Measurements | ||
Convertible promissory notes and embedded warrants | $ 0 | |
Carrying Amount | Level 3 | ||
Fair Value Measurements | ||
Convertible promissory notes and embedded warrants | $ 51,816,000 | |
Amount Charged to Earnings | Level 3 | ||
Fair Value Measurements | ||
Convertible promissory notes and embedded warrants | 37,847,000 | |
Fair Value | Level 3 | ||
Fair Value Measurements | ||
Convertible promissory notes and embedded warrants | $ 89,663,000 |
Fair Value Measurements - Fai_3
Fair Value Measurements - Fair Value of Warrant Liabilities (Details) - Level 3 | Mar. 31, 2023 Y $ / shares | Jun. 30, 2022 Y $ / shares |
Risk-free interest rate | ||
Fair Value Measurements | ||
Warrants, measurement inputs | 0.0364 | 0.0300 |
Expected term (in years) | ||
Fair Value Measurements | ||
Warrants, measurement inputs | Y | 4.93 | 5.93 |
Expected volatility | ||
Fair Value Measurements | ||
Warrants, measurement inputs | 0.5907 | 0.6572 |
Exercise price | ||
Fair Value Measurements | ||
Warrants, measurement inputs | $ / shares | 6.15 | 7.48 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Change in fair value | $ (12,555) | $ 1,066 |
Convertible promissory notes and embedded warrants | Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at the beginning of period | 89,663 | 62,581 |
Issuance of convertible promissory notes/Warrants | 5,500 | |
Change in fair value | (48,271) | 10,602 |
Conversion of warrant liabilities and convertible promissory notes | (41,392) | |
Balance at the end of period | 78,683 | |
Warrants to purchase common stock | Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at the beginning of period | 4,149 | 1,434 |
Reclassification of liability classified warrants to equity | (830) | |
Issuance of convertible promissory notes/Warrants | 1,471 | 1,118 |
Recognition of warrants and unvested founder shares liabilities assumed upon Merger | 9,388 | |
Change in fair value | (12,555) | 1,066 |
Balance at the end of period | 1,623 | $ 3,618 |
Unvested founder shares liability | Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Recognition of warrants and unvested founder shares liabilities assumed upon Merger | 1,588 | |
Change in fair value | (1,392) | |
Balance at the end of period | $ 196 |
Consolidated Balance Sheet Co_3
Consolidated Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Consolidated Balance Sheet Components | ||
Finished goods | $ 395 | $ 869 |
Total inventories | $ 395 | $ 869 |
Consolidated Balance Sheet Co_4
Consolidated Balance Sheet Components - Investments in Non-Affiliates (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
Dec. 31, 2022 | Mar. 31, 2023 | |
Consolidated Balance Sheet Components | ||
Investment in non-affiliated entity | $ 2,000 | $ 2,000 |
Consolidated Balance Sheet Co_5
Consolidated Balance Sheet Components - Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Consolidated Balance Sheet Components | |||||
Total property and equipment | $ 6,387 | $ 6,387 | $ 6,744 | ||
Less: accumulated depreciation | (5,172) | (5,172) | (4,769) | ||
Property and equipment, net | 1,215 | 1,215 | 1,975 | ||
Depreciation expense | 400 | $ 200 | 1,000 | $ 1,200 | |
Tablets | |||||
Consolidated Balance Sheet Components | |||||
Total property and equipment | 5,758 | 5,758 | 5,663 | ||
Computer equipment | |||||
Consolidated Balance Sheet Components | |||||
Total property and equipment | 625 | 625 | 519 | ||
Software | |||||
Consolidated Balance Sheet Components | |||||
Total property and equipment | $ 4 | $ 4 | $ 562 |
Consolidated Balance Sheet Co_6
Consolidated Balance Sheet Components - Intangible Assets, net (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Consolidated Balance Sheet Components | |||
Intangible assets, gross | $ 9,025 | $ 4,586 | |
Less: accumulated amortization | (589) | (360) | |
Total | 8,436 | 4,226 | |
Capitalized software | |||
Consolidated Balance Sheet Components | |||
Intangible assets, gross | 7,574 | 3,135 | |
Impairment | $ 100 | ||
Developed technology | |||
Consolidated Balance Sheet Components | |||
Intangible assets, gross | 1,300 | 1,300 | |
Domain name | |||
Consolidated Balance Sheet Components | |||
Intangible assets, gross | $ 151 | $ 151 |
Consolidated Balance Sheet Co_7
Consolidated Balance Sheet Components - Weighted-average Amortization Periods (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Consolidated Balance Sheet Components | |||||
Amortization expense of intangible assets | $ 100 | $ 20 | $ 300 | $ 70 | |
Capitalized software | |||||
Consolidated Balance Sheet Components | |||||
Intangible assets weighted average amortization periods | 4 years | ||||
Amortization expense of intangible assets | $ 7,300 | $ 2,800 | |||
Developed technology | |||||
Consolidated Balance Sheet Components | |||||
Intangible assets weighted average amortization periods | 4 years | ||||
Domain name | |||||
Consolidated Balance Sheet Components | |||||
Intangible assets weighted average amortization periods | 15 years |
Consolidated Balance Sheet Co_8
Consolidated Balance Sheet Components - Future Amortization Expense (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Consolidated Balance Sheet Components | |
Remainder of 2023 | $ 84 |
2024 | 335 |
2025 | 335 |
2026 | 308 |
2027 | 10 |
Thereafter | 56 |
Total | $ 1,128 |
Consolidated Balance Sheet Co_9
Consolidated Balance Sheet Components - Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Consolidated Balance Sheet Components | ||
Accrued expenses | $ 585 | $ 2,176 |
Accrued vacation | 954 | 874 |
Accrued payroll | 672 | 1,686 |
Operating lease liability - current portion | 340 | |
Accrued interest | 371 | 402 |
Accrued repair cost (Refer to Note 8) | 311 | 724 |
Accrued sales tax | 114 | 86 |
Accrued other | 805 | 267 |
Total accrued liabilities | $ 4,152 | $ 6,215 |
Consolidated Balance Sheet C_10
Consolidated Balance Sheet Components - Other Long-term Liabilities (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Other Long-term Liabilities | |
Unvested founder shares liability | $ 196 |
Operating lease liability, net of current portion | 230 |
Total other long-term liabilities | $ 426 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | |
Leases | |||
Operating lease right of use asset | $ 600,000 | $ 600,000 | $ 0 |
Operating lease right of use asset , balance sheet location | Other long-term assets | Other long-term assets | |
Operating lease liability | $ 570,000 | $ 570,000 | $ 0 |
Operating lease liabilities, current | $ 340,000 | $ 340,000 | |
Operating lease liabilities, current, balance sheet location | Accrued liabilities | Accrued liabilities | |
Operating lease liabilities, Non-current | $ 230,000 | $ 230,000 | |
Operating lease liabilities, Non-current, balance sheet location | Other long-term liabilities | Other long-term liabilities | |
Operating lease costs | $ 100,000 | $ 300,000 | |
Variable operating lease costs | $ 100,000 | $ 100,000 |
Leases - Supplemental informati
Leases - Supplemental information (Details) - USD ($) | 9 Months Ended | ||
Mar. 31, 2023 | Jul. 01, 2022 | Jun. 30, 2022 | |
Leases | |||
Operating cash flows used for operating lease | $ 332,000 | ||
Operating lease liability arising from obtaining ROU asset (1) | 570,000 | $ 0 | |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 308,000 | ||
Weighted average remaining lease term | 1 year 1 month 6 days | ||
Weighted average discount rate | 15% | ||
New non-cancelable operating lease | |||
Leases | |||
Operating lease liability arising from obtaining ROU asset (1) | $ 300,000 | ||
ASU 2016-02 | |||
Leases | |||
Operating lease liability arising from obtaining ROU asset (1) | $ 500,000 |
Leases - Future minimum lease p
Leases - Future minimum lease payments (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Future minimum lease payments | ||
Remainder of 2023 | $ 100,000 | |
2024 | 404,000 | |
2025 | 143,000 | |
Gross lease payments | 647,000 | |
Less: imputed interest | (77,000) | |
Operating lease liability | $ 570,000 | $ 0 |
Leases - Future minimum lease_2
Leases - Future minimum lease payments - ASC 840 (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | |
Future minimum lease payments under ASC 840 | |||
2023 | $ 273 | ||
2024 | 218 | ||
2025 | 127 | ||
Total | $ 618 | ||
Rent expense | |||
Rent expense | $ 100 | $ 300 |
Financing Obligations - Schedul
Financing Obligations - Schedule of Financing Obligations Net of Discounts (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Financing Obligations | ||
Total financing obligations | $ 5,580 | $ 8,840 |
Less: financing obligations, current | (3,720) | (8,840) |
Total financing obligations, noncurrent | 1,860 | |
Receivable financing facility | ||
Financing Obligations | ||
Total financing obligations | 4,314 | 5,911 |
Equipment financing facility | ||
Financing Obligations | ||
Total financing obligations | $ 1,266 | $ 2,929 |
Financing Obligations (Details)
Financing Obligations (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||
Apr. 15, 2023 | Nov. 21, 2022 | Apr. 27, 2021 | Jan. 01, 2019 | Mar. 31, 2023 | |
Financing Obligations | |||||
Repayment of term loans | $ 400 | $ 32,980 | |||
Loss on extinguishment of debt and financing obligations | $ (300) | $ (8,095) | |||
Receivable financing facility | |||||
Financing Obligations | |||||
Debt term | 5 years | ||||
Receivable financing facility | Subsequent Event [Member] | 2023 | |||||
Financing Obligations | |||||
Monthly payment | $ 700 | ||||
Receivable financing facility | Subsequent Event [Member] | 2024 | |||||
Financing Obligations | |||||
Monthly payment | 3,500 | ||||
Receivable financing facility | Subsequent Event [Member] | 2025 | |||||
Financing Obligations | |||||
Monthly payment | $ 900 | ||||
Equipment financing facility | Tablets | |||||
Financing Obligations | |||||
Lease term | 4 years | ||||
Equipment financing facility | Maximum | Tablets | |||||
Financing Obligations | |||||
Debt term | 5 years | ||||
Debt interest rate | 14% | ||||
Equipment financing facility | Minimum | Tablets | |||||
Financing Obligations | |||||
Debt term | 3 years | ||||
Debt interest rate | 8% |
Debt Arrangements (Details)
Debt Arrangements (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Financing Obligations | ||
Total debt | $ 53,979 | $ 117,106 |
Less: debt, current | (53,979) | (115,106) |
Total debt, noncurrent | 2,000 | |
Convertible promissory notes | ||
Financing Obligations | ||
Total debt | 89,663 | |
Term loans | ||
Financing Obligations | ||
Total debt | $ 53,979 | 25,443 |
PPP Loan | ||
Financing Obligations | ||
Total debt | $ 2,000 |
Debt Arrangements - Credit Agre
Debt Arrangements - Credit Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 21, 2022 | Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 22, 2022 | Jun. 30, 2022 | Oct. 29, 2021 | |
Debt Instrument [Line Items] | |||||||
Warrants to purchase shares of common stock | 18,815,453 | 18,815,453 | 4,713,303 | 404,961 | |||
Number of shares warrants can be converted to | 18,415,453 | ||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Exercise Price | $ 6.53 | $ 6.53 | $ 6.53 | ||||
Warrants issued with Credit Agreement | $ 2,076 | ||||||
Amortization of debt discount and debt issuance costs | 2,433 | $ 405 | |||||
Total debt | $ 53,979 | 53,979 | $ 117,106 | ||||
Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Term loans principal outstanding | 0 | ||||||
Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt covenant net leverage ratio | 1.20 | ||||||
Amount of cash on top of prior six months of operating expenses held in a separate account, per the cash covenant | $ 1,100 | ||||||
Warrants to purchase shares of common stock | 1,500,000 | ||||||
Warrants issued with Credit Agreement | $ 2,100 | ||||||
Debt conversion, shares issued | 600,000 | ||||||
Debt issuance costs | $ 1,000 | ||||||
Discount | $ 2,800 | ||||||
Payment in kind interest | 2,200 | 4,600 | |||||
Amortization of debt discount | $ 600 | $ 1,200 | |||||
The amount the interest rate could increase due to various provisions of the credit agreement | 5% | ||||||
Term loans | |||||||
Debt Instrument [Line Items] | |||||||
Debt principal amount | $ 55,000 | ||||||
Debt interest rate | 15% | ||||||
Number of shares warrants can be converted to | 400,000 | 400,000 | |||||
Exercise Price | $ 0.01 | $ 0.01 | |||||
Debt issuance costs | $ 200 | $ 200 | |||||
Discount | 800 | 800 | |||||
Term loans, noncurrent | 54,000 | 54,000 | |||||
Term loans principal outstanding | 55,000 | 55,000 | |||||
Payment in kind interest accrual net | 4,600 | 4,600 | |||||
Unamortized debt issuance expense | 5,500 | 5,500 | |||||
Total debt | $ 53,979 | $ 53,979 | $ 25,443 | ||||
Term loans | Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt term | 18 months | ||||||
Term loans | First nine months | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of capitalized interest payment | 100% | ||||||
Term loans | After nine months to 18 months | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of capitalized interest payment | 50% |
Debt Arrangements - Convertible
Debt Arrangements - Convertible Promissory Notes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Fair value of convertible promissory note | $ 0 | |||
Convertible promissory notes | ||||
Debt Instrument [Line Items] | ||||
Fair value of convertible promissory note | $ 41,400,000 | $ 89,700,000 | ||
Debt conversion, shares issued | 8,147,938 | |||
Gain (loss) on remeasurement | $ 19,200,000 | $ 48,300,000 | $ (10,600,000) | |
Adjustment to Additional Paid in Capital, Reclassification on Conversion of Convertible Debt | $ 41,400,000 | |||
July 2021 Notes | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of promissory notes | 500,000 | |||
Repayment of notes | 20,000,000 | |||
February 2022 Notes | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of promissory notes | $ 25,700,000 |
Debt Arrangements - Term Loans
Debt Arrangements - Term Loans (Details) $ in Thousands | 9 Months Ended | ||||||
Nov. 21, 2022 USD ($) | Sep. 21, 2022 USD ($) | Aug. 04, 2022 USD ($) shares | Mar. 11, 2022 USD ($) payment shares | Mar. 04, 2021 USD ($) payment | Mar. 31, 2023 USD ($) | Sep. 22, 2022 shares | |
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt and financing obligations | $ (300) | $ (8,095) | |||||
Number of shares warrants can be converted to | shares | 18,415,453 | ||||||
Cash proceeds from issuance of debt | 13,700 | ||||||
Debt prepayment and other penalties | 6,144 | ||||||
Horizon Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt principal amount | $ 15,000 | ||||||
Debt term | 24 months | 54 months | |||||
Number of payment of accrued interest | payment | 24 | ||||||
Number of payment of principal and accrued interest | payment | 30 | ||||||
Cash disbursement for loan repayment | $ 17,000 | ||||||
Repayment of principal amount | 15,000 | ||||||
Payment of interest amount | 600 | ||||||
Loss on extinguishment of debt and financing obligations | (1,700) | ||||||
Horizon Term Loan | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest variable rate | 6.50% | ||||||
Lago Term Loans | |||||||
Debt Instrument [Line Items] | |||||||
Debt principal amount | $ 12,600 | ||||||
Number of interest only payment dates | payment | 12 | ||||||
Debt Instrument, Interest Rate, Paid in Kind, Percentage | 2% | ||||||
Cash disbursement for loan repayment | 22,400 | ||||||
Repayment of principal amount | 17,900 | ||||||
Payment of interest amount | 100 | ||||||
Loss on extinguishment of debt and financing obligations | $ (6,000) | ||||||
Number of shares warrants can be converted to | shares | 169,310 | 205,602 | |||||
Cash proceeds from issuance of debt | $ 5,300 | ||||||
Debt prepayment and other penalties | $ 4,400 | ||||||
Lago Term Loans | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 12% | ||||||
Debt interest variable rate | 1% |
Debt Arrangements - PPP Loans (
Debt Arrangements - PPP Loans (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||||
Jul. 31, 2022 | Aug. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Apr. 30, 2020 | |
Financing Obligations | ||||||
Proceeds from the issuance of term loans | $ 60,250 | $ 12,600 | ||||
PPP | ||||||
Financing Obligations | ||||||
Debt principal amount | $ 2,000 | $ 2,600 | ||||
Proceeds from the issuance of term loans | $ 4,600 | |||||
Forgiveness of PPP Loan | $ 2,000 | $ 2,600 | $ 2,000 | $ 2,600 | ||
Percentage of loan to be use for payroll in order to forgiven fully | 60% |
Debt Arrangements - Future prin
Debt Arrangements - Future principal payments on debt (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Future principal payments on debt | |
2025 | $ 55,000 |
Total future payments on debt obligations | $ 55,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Commitments and Contingencies | |||||
Cost incurred | $ 0 | $ 100 | $ 0 | $ 600 | |
Third-party subcontractor | Settled Litigation | |||||
Commitments and Contingencies | |||||
Amount received from third party | $ 11,300 | ||||
Accrued liabilities | |||||
Commitments and Contingencies | |||||
Expected repair costs accrual | $ 700 | 300 | 300 | ||
Cost of revenue | Platform | |||||
Commitments and Contingencies | |||||
Cost incurred | $ 300 | $ 800 | $ 1,200 | $ 2,800 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) $ in Thousands | 9 Months Ended | ||||
Sep. 21, 2022 USD ($) Vote shares | Sep. 15, 2022 USD ($) shares | Mar. 31, 2023 USD ($) shares | Sep. 22, 2022 shares | Jun. 30, 2022 shares | |
Stockholders' Deficit | |||||
Common stock shares authorized | 180,000,000 | 180,000,000 | 180,000,000 | 180,000,000 | |
Preferred stock shares authorized | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | |
Voting rights | Vote | 1 | ||||
Proceeds from the issuance of common stock | $ | $ 1,100 | ||||
Number of shares warrants can be converted to | 18,415,453 | ||||
Other Financing and Financial Instrument (Costs) Income, Net | $ | (1,768) | ||||
Investor | |||||
Stockholders' Deficit | |||||
Proceeds from the issuance of common stock | $ | $ 1,000 | $ 1,000 | |||
Issuance of common stock (in shares) | 133,333 | 133,133 | |||
Silver rock | |||||
Stockholders' Deficit | |||||
Issuance of common stock (in shares) | 322,868 | ||||
Shares held by investor | 400,000 | ||||
Termination fee | $ | $ 1,600 | ||||
Expenses agreed to pay | $ | $ 500 | ||||
Number of shares warrants can be converted to | 500,000 | ||||
Other Financing and Financial Instrument (Costs) Income, Net | $ | $ 800 |
Stockholders' Deficit - Common
Stockholders' Deficit - Common stock reserved (Details) | Mar. 31, 2023 shares |
Stockholders' Deficit | |
Common stock reserved for future issuance | 52,462,974 |
Equity awards available for future grants | |
Stockholders' Deficit | |
Common stock reserved for future issuance | 4,617,400 |
Common stock options and RSUs | |
Stockholders' Deficit | |
Common stock reserved for future issuance | 14,390,934 |
Earnout Shares | |
Stockholders' Deficit | |
Common stock reserved for future issuance | 14,639,187 |
Warrants to purchase common stock | |
Stockholders' Deficit | |
Common stock reserved for future issuance | 18,815,453 |
Warrants (Details)
Warrants (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Sep. 21, 2022 | Sep. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2023 | Sep. 22, 2022 | Aug. 31, 2022 | Aug. 04, 2022 | Jun. 30, 2022 | Mar. 11, 2022 | Oct. 29, 2021 | |
Warrants | ||||||||||
Number of Shares | 18,815,453 | 18,815,453 | 4,713,303 | 404,961 | ||||||
Number of shares warrants can be converted to | 18,415,453 | |||||||||
Warrants exercised | 141,970 | |||||||||
Reclassification of liability classified warrants to equity | $ 830 | |||||||||
Lago Term Loans | ||||||||||
Warrants | ||||||||||
Number of Shares | 169,309 | |||||||||
Number of shares warrants can be converted to | 169,310 | 205,602 | ||||||||
Horizon Term Loan | ||||||||||
Warrants | ||||||||||
Shares of liability classified warrants reclassified to equity | 294,725 | |||||||||
Reclassification of liability classified warrants to equity | $ 800 | |||||||||
Credit Agreement | ||||||||||
Warrants | ||||||||||
Number of Shares | 1,500,000 | |||||||||
Common Stock | ||||||||||
Warrants | ||||||||||
Issuance of common stock (in shares) | 136,681 | 10,000 | 143,333 | |||||||
Public warrants | ||||||||||
Warrants | ||||||||||
Number of Shares | 8,625,000 | |||||||||
Private warrants | ||||||||||
Warrants | ||||||||||
Number of Shares | 6,125,000 |
Warrants - Common Stock Outstan
Warrants - Common Stock Outstanding (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 | Jun. 30, 2022 | Sep. 22, 2022 | Oct. 31, 2021 | Oct. 29, 2021 | Mar. 05, 2021 | Mar. 11, 2016 | |
Warrants | |||||||
Exercise Price | $ 6.53 | $ 6.53 | |||||
Number of Shares | 18,815,453 | 4,713,303 | 404,961 | ||||
Common warrants one | |||||||
Warrants | |||||||
Exercise Price | $ 7.80 | $ 7.80 | |||||
Number of Shares | 12,811 | 12,811 | |||||
Term (years) | 7 years | 7 years | |||||
Common warrants two | |||||||
Warrants | |||||||
Exercise Price | $ 7.80 | $ 7.80 | |||||
Number of Shares | 41,636 | 41,636 | |||||
Term (years) | 7 years | 7 years | |||||
Common warrants three | |||||||
Warrants | |||||||
Exercise Price | $ 7.80 | $ 7.80 | |||||
Number of Shares | 16,654 | 16,654 | |||||
Term (years) | 7 years | 7 years | |||||
Common warrants four | |||||||
Warrants | |||||||
Exercise Price | $ 9.25 | $ 9.25 | |||||
Number of Shares | 84,461 | 84,461 | |||||
Term (years) | 6 years 6 months | 10 years | |||||
Common warrants five | |||||||
Warrants | |||||||
Exercise Price | $ 0.01 | $ 0.37 | |||||
Number of Shares | 404,961 | 141,970 | |||||
Term (years) | 6 years 8 months 12 days | 10 years | |||||
Common warrants six | |||||||
Warrants | |||||||
Exercise Price | $ 0.37 | $ 0.01 | |||||
Number of Shares | 178,395 | 2,575,190 | |||||
Term (years) | 10 years | 5 years | |||||
Common warrants seven | |||||||
Warrants | |||||||
Exercise Price | $ 0.37 | $ 0.01 | |||||
Number of Shares | 57,952 | 404,961 | 404,961 | ||||
Term (years) | 10 years | 6 years 8 months 12 days | |||||
Number of contingent warrants outstanding | 144,377 | 321,943 | |||||
Common warrants eight | |||||||
Warrants | |||||||
Exercise Price | $ 9.25 | $ 0.37 | |||||
Number of Shares | 86,532 | 178,395 | |||||
Term (years) | 6 years | 10 years | |||||
Common warrants nine | |||||||
Warrants | |||||||
Exercise Price | $ 0.37 | $ 0.37 | |||||
Number of Shares | 402,679 | 57,952 | |||||
Term (years) | 6 years | 10 years | |||||
Common warrants ten | |||||||
Warrants | |||||||
Exercise Price | $ 8.16 | $ 9.25 | |||||
Number of Shares | 182,158 | 86,532 | |||||
Term (years) | 10 years | ||||||
Common warrants eleven | |||||||
Warrants | |||||||
Exercise Price | $ 8.16 | $ 7.80 | |||||
Number of Shares | 27,577 | 402,679 | |||||
Term (years) | 10 years | 10 years | |||||
Common warrants twelve | |||||||
Warrants | |||||||
Exercise Price | $ 6.53 | $ 8.16 | |||||
Number of Shares | 294,725 | 182,158 | |||||
Term (years) | 10 years | 10 years | |||||
Coverage dollar amount | $ 1.9 | $ 1.9 | |||||
Common warrants thirteen | |||||||
Warrants | |||||||
Exercise Price | $ 8.16 | $ 8.16 | |||||
Number of Shares | 374,912 | 27,577 | |||||
Term (years) | 10 years | 10 years | |||||
Common warrants fourteen | |||||||
Warrants | |||||||
Exercise Price | $ 11.50 | $ 6.53 | |||||
Number of Shares | 1,500,000 | 294,725 | |||||
Term (years) | 5 years | 10 years | |||||
Common warrants fifteen | |||||||
Warrants | |||||||
Exercise Price | $ 8.21 | $ 8.16 | |||||
Number of Shares | 8,625,000 | 205,602 | |||||
Term (years) | 5 years | 10 years | |||||
Common warrants sixteen | |||||||
Warrants | |||||||
Exercise Price | $ 11.50 | ||||||
Number of Shares | 6,125,000 | ||||||
Term (years) | 5 years | ||||||
Common warrants seventeen | |||||||
Warrants | |||||||
Exercise Price | $ 0.01 | ||||||
Number of Shares | 400,000 | ||||||
Term (years) | 5 years | ||||||
Common warrants one, two and three | |||||||
Warrants | |||||||
Term (years) | 5 years | ||||||
Common warrants eight, nine and ten | |||||||
Warrants | |||||||
Term (years) | 10 years |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 21, 2022 | Feb. 28, 2023 | Sep. 30, 2022 | Jul. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | |
Stock-Based Compensation | ||||||||||
Common stock reserved for future issuance | 52,462,974 | 52,462,974 | ||||||||
Stock based compensation expiration period | 5 years | |||||||||
Share based compensation arrangement by share based payment, granted | 4,758,115 | |||||||||
Grant date fair value | $ 4.80 | |||||||||
Awards outstanding | 3,938,087 | 3,938,087 | 350,426 | |||||||
Unrecognized stock-based compensation | $ 11,300 | $ 11,300 | ||||||||
Weighted average period of recognition | 1 year 6 months | |||||||||
Compensation expense | 2,792 | $ 430 | $ 5,794 | $ 1,378 | ||||||
Share based compensation arrangement by share based payment, vested | 798,239 | |||||||||
Exercised term | 4 years 2 months 26 days | |||||||||
Options | ||||||||||
Stock-Based Compensation | ||||||||||
Percentage of shares vested | 25% | |||||||||
Unrecognized stock-based compensation | 2,000 | $ 2,000 | ||||||||
Weighted average period of recognition | 3 years 2 months 1 day | |||||||||
Performance Shares | ||||||||||
Stock-Based Compensation | ||||||||||
Share based compensation arrangement by share based payment, granted | 600,752 | |||||||||
Compensation expense | 300 | $ 400 | ||||||||
Service Based Vesting Award | ||||||||||
Stock-Based Compensation | ||||||||||
Service period | 4 years | |||||||||
First specified vesting period | ||||||||||
Stock-Based Compensation | ||||||||||
Stock based compensation expiration period | 5 years | |||||||||
Percentage of shares vested | 25% | |||||||||
First specified vesting period | Performance Shares | ||||||||||
Stock-Based Compensation | ||||||||||
Share based compensation arrangement by share based payment, granted | 300,376 | |||||||||
Second specified vesting period | ||||||||||
Stock-Based Compensation | ||||||||||
Stock based compensation expiration period | 5 years | |||||||||
Percentage of shares vested | 25% | |||||||||
Second specified vesting period | Performance Shares | ||||||||||
Stock-Based Compensation | ||||||||||
Share based compensation arrangement by share based payment, granted | 300,376 | 300,376 | ||||||||
Third specified vesting period | ||||||||||
Stock-Based Compensation | ||||||||||
Stock based compensation expiration period | 5 years | |||||||||
Percentage of shares vested | 25% | |||||||||
Employees, Consultants And Directors [Member] | RSU | ||||||||||
Stock-Based Compensation | ||||||||||
Stock based compensation vesting period | 5 years | |||||||||
Share based compensation arrangement by share based payment, granted | 2,721,486 | |||||||||
Grant date fair value | $ 3.26 | |||||||||
Unrecognized stock-based compensation | 7,600 | $ 7,600 | ||||||||
Weighted average period of recognition | 4 years 6 months | |||||||||
Additional stock-based compensation | 700 | $ 700 | ||||||||
Employees and consultants | RSU | ||||||||||
Stock-Based Compensation | ||||||||||
Stock based compensation vesting period | 5 years | |||||||||
Percentage of shares vested | 20% | |||||||||
Share based compensation arrangement by share based payment, granted | 836,657 | |||||||||
Grant date fair value | $ 8.26 | |||||||||
Awards outstanding | 350,426 | |||||||||
Unrecognized stock-based compensation | 2,400 | $ 2,400 | ||||||||
Weighted average period of recognition | 4 years 2 months 26 days | |||||||||
Compensation expense | 900 | $ 900 | ||||||||
Director | RSU | ||||||||||
Stock-Based Compensation | ||||||||||
Stock based compensation vesting period | 1 year | |||||||||
Director and current interim CEO | RSU | ||||||||||
Stock-Based Compensation | ||||||||||
Share based compensation arrangement by share based payment, granted | 1,200,000 | |||||||||
Grant date fair value | $ 4.56 | |||||||||
Unrecognized stock-based compensation | 2,800 | $ 2,800 | ||||||||
Weighted average period of recognition | 1 year 7 months 6 days | |||||||||
Compensation expense | $ 394 | $ 2,600 | ||||||||
Director and current interim CEO | First specified vesting period | RSU | ||||||||||
Stock-Based Compensation | ||||||||||
Percentage of shares vested | 33.33% | |||||||||
Director and current interim CEO | Second specified vesting period | RSU | ||||||||||
Stock-Based Compensation | ||||||||||
Percentage of shares vested | 56.67% | |||||||||
Director and current interim CEO | Third specified vesting period | RSU | ||||||||||
Stock-Based Compensation | ||||||||||
Percentage of shares vested | 10% | |||||||||
Maximum | ||||||||||
Stock-Based Compensation | ||||||||||
Stock based compensation vesting period | 5 years | |||||||||
Stock based compensation expiration period | 10 years | |||||||||
Minimum | ||||||||||
Stock-Based Compensation | ||||||||||
Exercise price percentage | 100% | |||||||||
Stock based compensation vesting period | 4 years | |||||||||
2008 Plan | ||||||||||
Stock-Based Compensation | ||||||||||
Exercised term | 30 days | |||||||||
2018 Plan | ||||||||||
Stock-Based Compensation | ||||||||||
Exercised term | 90 days | |||||||||
2022 Plan | ||||||||||
Stock-Based Compensation | ||||||||||
Common stock reserved for future issuance | 4,617,400 | 4,617,400 |
Stock-Based Compensation - Equi
Stock-Based Compensation - Equity incentive plan activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2022 $ / shares shares | |
Number of Options Outstanding | ||
Number of Options Outstanding, Beginning balance | shares | 11,213,615 | |
Number of Options Outstanding, Exercised | shares | (511,670) | |
Number of Options Outstanding, Forfeited and expired | shares | (253,625) | |
Number of Options Outstanding, Ending balance | shares | 10,448,320 | 11,213,615 |
Number of Options Outstanding, Vested and expected to vest | shares | 10,448,320 | |
Number of Options Outstanding, Exercisable | shares | 9,512,184 | |
Weighted- Average Exercise Price | ||
Weighted- Average Exercise Price, Beginning balance | $ / shares | $ 0.73 | |
Weighted- Average Exercise Price, Exercised | $ / shares | 0.54 | |
Weighted- Average Exercise Price, Forfeited and expired | $ / shares | 1.07 | |
Weighted- Average Exercise Price, Ending balance | $ / shares | 0.73 | $ 0.73 |
Weighted- Average Exercise Price, Vested and expected to vest | $ / shares | 0.73 | |
Weighted- Average Exercise Price, Exercisable | $ / shares | $ 0.57 | |
Weighted-Average Remaining Contractual Life and Aggregate Intrinsic Value | ||
Weighted-Average Remaining Contractual Life (years) | 4 years 6 months 25 days | 6 years 7 months 28 days |
Weighted-Average Remaining Contractual Life (years), Vested and expected to vest | 4 years 6 months 25 days | |
Weighted-Average Remaining Contractual Life (years), Exercisable | 4 years 2 months 26 days | |
Aggregate Intrinsic Value, Vested and expected to vest | $ | $ 8,842 | |
Aggregate Intrinsic Value, Exercisable | $ | $ 9,591 | |
Previously Reported | ||
Number of Options Outstanding | ||
Number of Options Outstanding, Beginning balance | shares | 13,845,291 | |
Number of Options Outstanding, Ending balance | shares | 13,845,291 | |
Weighted- Average Exercise Price | ||
Weighted- Average Exercise Price, Beginning balance | $ / shares | $ 0.59 | |
Weighted- Average Exercise Price, Ending balance | $ / shares | $ 0.59 | |
Weighted-Average Remaining Contractual Life and Aggregate Intrinsic Value | ||
Weighted-Average Remaining Contractual Life (years) | 6 years 7 months 28 days | |
Revision of Prior Period, Adjustment | ||
Number of Options Outstanding | ||
Number of Options Outstanding, Beginning balance | shares | 2,631,676 | |
Number of Options Outstanding, Ending balance | shares | 2,631,676 | |
Weighted- Average Exercise Price | ||
Weighted- Average Exercise Price, Beginning balance | $ / shares | $ 0.14 | |
Weighted- Average Exercise Price, Ending balance | $ / shares | $ 0.14 |
Stock-Based Compensation - Eq_2
Stock-Based Compensation - Equity incentive plan RSU activity (Details) | 9 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of Awards Outstanding | |
Number of Awards Outstanding, Beginning unvested balance | shares | 350,426 |
Number of Awards Outstanding, Granted | shares | 4,758,115 |
Number of Awards Outstanding, Vested | shares | (798,239) |
Number of Awards Outstanding, Forfeited | shares | (372,215) |
Number of Awards Outstanding, Ending unvested balance | shares | 3,938,087 |
Weighted- Average Grant Date Fair Value | |
Weighted- Average Grant Date Fair Value, Beginning unvested balance | $ / shares | $ 7.98 |
Weighted- Average Grant Date Fair Value, Granted | $ / shares | 4.80 |
Weighted- Average Grant Date Fair Value, Vested | $ / shares | 4.28 |
Weighted- Average Grant Date Fair Value, Forfeited | $ / shares | 4.32 |
Weighted- Average Grant Date Fair Value, Ending unvested balance | $ / shares | $ 5.24 |
Previously Reported | |
Number of Awards Outstanding | |
Number of Awards Outstanding, Beginning unvested balance | shares | 432,666 |
Weighted- Average Grant Date Fair Value | |
Weighted- Average Grant Date Fair Value, Beginning unvested balance | $ / shares | $ 6.46 |
Revision of Prior Period, Adjustment | |
Number of Awards Outstanding | |
Number of Awards Outstanding, Beginning unvested balance | shares | 82,240 |
Weighted- Average Grant Date Fair Value | |
Weighted- Average Grant Date Fair Value, Beginning unvested balance | $ / shares | $ 1.52 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Stock-Based Compensation | |||||
Compensation expense | $ 2,792 | $ 430 | $ 5,794 | $ 1,378 | |
Unrecognized stock-based compensation | 11,300 | $ 11,300 | $ 11,300 | ||
Weighted average period of recognition | 1 year 6 months | ||||
Research and development | |||||
Stock-Based Compensation | |||||
Compensation expense | 682 | 99 | $ 959 | 349 | |
Sales and marketing | |||||
Stock-Based Compensation | |||||
Compensation expense | 177 | 110 | 361 | 323 | |
General and administrative | |||||
Stock-Based Compensation | |||||
Compensation expense | 1,933 | 221 | 4,474 | 706 | |
Options | |||||
Stock-Based Compensation | |||||
Unrecognized stock-based compensation | 2,000 | 2,000 | $ 2,000 | ||
Weighted average period of recognition | 3 years 2 months 1 day | ||||
Earnout Shares | |||||
Stock-Based Compensation | |||||
Compensation expense | 1,600 | $ 0 | 3,500 | $ 3,500 | $ 0 |
Earnout Shares | Research and development | |||||
Stock-Based Compensation | |||||
Compensation expense | 400 | 1,000 | |||
Earnout Shares | Sales and marketing | |||||
Stock-Based Compensation | |||||
Compensation expense | 68 | 200 | |||
Earnout Shares | General and administrative | |||||
Stock-Based Compensation | |||||
Compensation expense | $ 1,100 | $ 2,300 |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Stock Purchase Plan (Details) - ESPP | Sep. 21, 2022 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price percentage | 15% |
Employee stock offering period | 6 months |
Percentage of common stock on first day | 85% |
Percentage of common stock on last day | 85% |
Stock-Based Compensation - Othe
Stock-Based Compensation - Other Stock-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 21, 2022 | Jun. 11, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Weighted average period of recognition | 1 year 6 months | |||||
Grant date fair value | $ 4.80 | |||||
Compensation expense | $ 2,792 | $ 430 | $ 5,794 | $ 1,378 | ||
Unrecognized stock-based compensation | 11,300 | $ 11,300 | ||||
CyborgOps | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Common stock shares issued (in Shares) | 475,638 | |||||
Weighted average period of recognition | 3 years 1 month 13 days | |||||
Grant date fair value | $ 8.75 | |||||
Compensation expense | 300 | $ 800 | ||||
Unrecognized stock-based compensation | $ 3,300 | $ 3,300 | ||||
Stock based compensation vesting period | 4 years |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||||
Net income (loss) attributable to common stockholders, basic and diluted | $ (15,680) | $ 8,954 | $ 2,080 | $ (34,062) |
Less: Change in fair value of convertible promissory notes | (16,307) | |||
Net income (loss) attributable to common stockholders, diluted | $ (15,680) | $ (7,353) | $ 2,080 | $ (34,062) |
Denominator: | ||||
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic | 51,453,368 | 27,316,602 | 44,173,570 | 27,213,403 |
Add: Weighted average dilutive effect of stock options, RSUs and warrants | 10,366,225 | |||
Add: Weighted average dilutive effect of convertible promissory notes | 4,522,105 | |||
Weighted average shares outstanding - diluted | 51,453,368 | 31,838,707 | 54,539,795 | 27,213,403 |
Net income (loss) per share attributable to common stockholders, basic | $ (0.30) | $ 0.33 | $ 0.05 | $ (1.25) |
Net income (loss) per share attributable to common stockholders, diluted | $ (0.30) | $ (0.23) | $ 0.04 | $ (1.25) |
Net Income (Loss) Per Share -Po
Net Income (Loss) Per Share -Potential Weighted Average Shares of Common Stock Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Net Income (Loss) Per Share | ||||
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share | 32,010,636 | 16,430,520 | 12,866,130 | 20,811,916 |
RSU | ||||
Net Income (Loss) Per Share | ||||
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share | 300,376 | 300,376 | ||
Stock options and RSUs | ||||
Net Income (Loss) Per Share | ||||
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share | 13,856,065 | 11,848,316 | 356,342 | 11,903,763 |
Convertible promissory notes | ||||
Net Income (Loss) Per Share | ||||
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share | 4,535,520 | |||
Warrants to purchase common stock | ||||
Net Income (Loss) Per Share | ||||
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share | 18,154,571 | 4,582,204 | 12,509,788 | 4,372,633 |
Earnout Shares | ||||
Net Income (Loss) Per Share | ||||
Total potential shares of common stock excluded from the computation of diluted net income (loss) per share | 14,819,594 | 10,494,505 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 15, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Related Party Transactions | |||
Equity investment received | $ 1,100 | ||
Share based compensation arrangement by share based payment, granted | 4,758,115 | ||
Grant date fair value | $ 4.80 | ||
Investor | |||
Related Party Transactions | |||
Equity investment received | $ 1,000 | $ 1,000 | |
Shares issued in exchange of pre merger shares | 133,333 | 133,133 | |
Director and current interim CEO | RSU | |||
Related Party Transactions | |||
Share based compensation arrangement by share based payment, granted | 1,200,000 | ||
Grant date fair value | $ 4.56 | ||
Director | |||
Related Party Transactions | |||
Due to related party | $ 0 | $ 9,600 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) | May 03, 2023 | Apr. 15, 2023 |
Consulting Agreement | Consultant | ||
Subsequent Event [Line Items] | ||
Monthly fee | $ 50,000 | |
Consulting Agreement | Consultant | RSU | ||
Subsequent Event [Line Items] | ||
Granted | 250,000 | |
2023 | Receivable financing facility | ||
Subsequent Event [Line Items] | ||
Monthly payment | $ 700,000 | |
2024 | Receivable financing facility | ||
Subsequent Event [Line Items] | ||
Monthly payment | 3,500,000 | |
2025 | Receivable financing facility | ||
Subsequent Event [Line Items] | ||
Monthly payment | $ 900,000 |