Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jun. 30, 2023 | ||
Document Transition Report | false | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 46.2 | ||
Entity Common Stock, Shares Outstanding | 57,855,594 | ||
Entity Central Index Key | 0001822145 | ||
Current Fiscal Year End Date | --06-30 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Auditor Name | Moss Adams LLP | ||
Auditor Location | San Francisco , California | ||
Auditor Firm ID | 659 | ||
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 $8.21 per share | ||
Trading Symbol | PRSTW | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 15,143 | $ 3,017 |
Restricted cash | 10,000 | |
Accounts receivable, net of allowance for doubtful accounts of $746 and $353, respectively | 1,831 | 1,518 |
Inventories | 629 | 869 |
Deferred costs, current | 2,301 | 8,443 |
Prepaid expenses and other current assets | 1,162 | 707 |
Total current assets | 31,066 | 14,554 |
Deferred costs, net of current portion | 92 | 2,842 |
Investment in non-affiliate | 2,000 | |
Deferred transaction costs | 5,765 | |
Property and equipment, net | 909 | 1,975 |
Intangible assets, net | 10,528 | 4,226 |
Goodwill | 1,156 | 1,156 |
Other long-term assets | 936 | 18 |
Total assets | 46,687 | 30,536 |
Current liabilities: | ||
Accounts payable | 3,295 | 5,916 |
Accrued liabilities | 4,319 | 6,215 |
Financing obligations, current | 1,676 | 8,840 |
Term loans, current | 50,639 | 25,443 |
Convertible promissory notes and embedded warrants, current | 89,663 | |
Deferred revenue, current | 1,284 | 10,532 |
Total current liabilities | 61,213 | 146,609 |
Financing obligations, net of current | 3,000 | |
PPP loans | 2,000 | |
Warrant liabilities | 25,867 | 4,149 |
Deferred revenue, net of current portion | 299 | 237 |
Other long-term liabilities | 1,535 | |
Total liabilities | 91,914 | 152,995 |
Commitments and Contingencies (Refer to Note 8) | ||
Stockholders' deficit: | ||
Preferred stock, $0.0001 par value-1,500,000 shares authorized as of June 30, 2023 and June 30, 2022, respectively; no shares issued and outstanding as of June 30, 2023 and June 30, 2022 respectively | ||
Common stock, $0.0001 par value-180,000,000 shares authorized as of June 30, 2023 and June 30, 2022, and 57,180,531 and 27,974,439 shares issued and outstanding as of June 30, 2023 and June 30, 2022, respectively | 5 | 3 |
Additional paid-in capital | 190,031 | 78,321 |
Accumulated deficit | (235,263) | (200,783) |
Total stockholders' deficit | (45,227) | (122,459) |
Total liabilities and stockholders' deficit | $ 46,687 | $ 30,536 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
CONSOLIDATED BALANCE SHEETS | ||
Allowance for doubtful accounts | $ 746 | $ 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 | 57,180,531 | 27,974,439 |
Common stock, shares outstanding | 57,180,531 | 27,974,439 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Total revenue | $ 26,135 | $ 30,351 |
Depreciation and impairment | 1,164 | 2,033 |
Total cost of revenue | 25,614 | 29,718 |
Gross profit | 521 | 633 |
Operating expenses: | ||
Research and development | 21,310 | 16,778 |
Sales and marketing | 8,847 | 6,640 |
General and administrative | 26,771 | 9,847 |
Loss on infrequent product repairs | 582 | |
Total operating expenses | 56,928 | 33,847 |
Loss from operations | (56,407) | (33,214) |
Change in fair value of warrants and convertible promissory notes | 42,811 | (20,528) |
Interest expense | (12,755) | (5,434) |
Loss on extinguishment of debt and financing obligations | (8,179) | |
Other financing and financial instrument expenses, net | (2,753) | |
Other income, net | 2,812 | 2,632 |
Total other income (expense), net | 21,936 | (23,330) |
Loss before provision (benefit) for income taxes | (34,471) | (56,544) |
Provision (benefit) for income taxes | 9 | (230) |
Net loss and comprehensive loss | $ (34,480) | $ (56,314) |
Net loss per share attributable to Common Stockholders, basic | $ (0.74) | $ (2.07) |
Net loss per share attributable to Common Stockholders, diluted | $ (0.74) | $ (2.07) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic | 46,499,850 | 27,268,887 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted | 46,499,850 | 27,268,887 |
Platform | ||
Total revenue | $ 13,235 | $ 20,053 |
Cost of revenue | 13,068 | 18,687 |
Transaction | ||
Total revenue | 12,900 | 10,298 |
Cost of revenue | $ 11,382 | $ 8,998 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - 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 | 111 | 111 | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 259,915 | |||||||||||
Fair value of newly issued common stock warrants | 712 | 712 | ||||||||||
Stock-based compensation | 1,947 | 1,947 | ||||||||||
Issuance of common stock for CyborgOps acquisition | 1,104 | 1,104 | ||||||||||
Issuance of common stock for CyborgOps acquisition (in shares) | 601,764 | |||||||||||
Net loss | (56,314) | (56,314) | ||||||||||
Ending balance at Jun. 30, 2022 | $ 6 | $ (3) | $ 3 | $ 78,290 | $ 31 | 78,321 | $ (200,783) | (200,783) | $ 28 | $ (28) | $ (122,459) | (122,459) |
Ending 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 | 579 | $ 579 | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 955,062 | 955,062 | ||||||||||
Fair value of newly issued common stock warrants | 1,411 | $ 1,411 | ||||||||||
Issuance of common stock upon net exercise of warrants (in shares) | 136,681 | |||||||||||
Issuance of common stock | 9,845 | 9,845 | ||||||||||
Issuance of common stock (in shares) | 4,903,833 | |||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 1,115,673 | |||||||||||
Cancellation of restricted stock awards in connection with the CyborgOps acquisition (in shares) | (256,891) | |||||||||||
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 | 4,910 | 4,910 | ||||||||||
Merger and PIPE Financing | $ 1 | 35,737 | 35,738 | |||||||||
Merger and PIPE Financing (in shares) | 13,879,828 | |||||||||||
Stock-based compensation | 9,740 | 9,740 | ||||||||||
Net loss | (34,480) | (34,480) | ||||||||||
Ending balance at Jun. 30, 2023 | $ 5 | $ 190,031 | $ (235,263) | $ (45,227) | ||||||||
Ending balance (in shares) at Jun. 30, 2023 | 57,180,531 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities | ||
Net loss | $ (34,480,000) | $ (56,314,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization and impairment | 1,681,000 | 2,397,000 |
Stock-based compensation | 8,699,000 | 1,947,000 |
Earnout share stock-based compensation | 4,910,000 | |
Contra-revenue associated with warrant agreement (Refer to Note 2) | 1,242,000 | |
Noncash expense attributable to fair value liabilities assumed in Merger | 34,000 | |
Change in fair value of liability classified warrants | 5,459,000 | 1,597,000 |
Change in fair value of warrants and convertible promissory notes | (48,271,000) | 18,932,000 |
Amortization of debt discount and debt issuance costs | 3,426,000 | 1,215,000 |
Deferred taxes | (247,000) | |
Loss on extinguishment of debt and financing obligations | 8,179,000 | |
Paid-in-kind interest expense | 5,500,000 | 79,000 |
Share and warrant cost on termination of convertible note agreement | 2,412,000 | |
Forgiveness of PPP Loan | (2,000,000) | (2,599,000) |
Other | 19,000 | |
Change in fair value of Unvested Sponsor Shares liability | (189,000) | |
Noncash lease expense | 343,000 | |
Loss on disposal off property and equipment | 16,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (314,000) | (335,000) |
Inventories | 240,000 | 2,451,000 |
Deferred costs | 9,060,000 | 11,361,000 |
Prepaid expenses and other current assets | (490,000) | 1,073,000 |
Other long-term assets | (144,000) | |
Accounts payable | 1,508,000 | (3,322,000) |
Vendor financing facility | (6,792,000) | |
Accrued liabilities | (1,970,000) | (3,562,000) |
Deferred revenue | (9,186,000) | (14,854,000) |
Other long-term liabilities | (341,000) | (201,000) |
Net cash used in operating activities | (44,532,000) | (47,299,000) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (254,000) | (260,000) |
Payments relating to capitalized software | (5,638,000) | (1,798,000) |
Investment in non-affiliate | (2,000,000) | (155,000) |
Net cash used in investing activities | (7,892,000) | (2,213,000) |
Cash Flows from Financing Activities | ||
Proceeds from the exercise of common stock options | 579,000 | 110,000 |
Proceeds from the issuance of term loans | 60,250,000 | 12,600,000 |
Payment of debt issuance costs | (294,000) | (1,287,000) |
Repayment of term loans | (32,980,000) | |
Payment of penalties and other costs on extinguishment of debt | (6,228,000) | |
Proceeds from issuance of convertible promissory notes and embedded warrants | 8,150,000 | |
Principal payments of financing obligations | (4,573,000) | (2,376,000) |
Proceeds from the issuance of common stock | 9,846,000 | |
Contributions from Merger and PIPE financing, net of transaction costs and other payments | 49,840,000 | |
Payments of deferred transaction costs | (1,890,000) | (1,577,000) |
Net cash provided by financing activities | 74,550,000 | 15,620,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 22,126,000 | (33,892,000) |
Cash, cash equivalents and restricted cash at beginning of period | 3,017,000 | 36,909,000 |
Cash, cash equivalents and restricted cash at end of period | 25,143,000 | 3,017,000 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Capitalization of stock-based compensation expense to capitalized software | 1,041,000 | |
Issuance of warrants | 1,410,000 | 713,000 |
Common stock issued in CyborgOps acquisition | 1,104,000 | |
Deferred consideration - CyborgOps acquisition | 950,000 | |
Deferred transaction costs recorded in accounts payable and accrued liabilities | 4,188,000 | |
Capital contribution from shareholder in conjunction with Credit Agreement | 2,779,000 | |
Issuance of warrants in conjunction with Credit Agreement | 8,934,000 | |
Issuance of warrants in conjunction with Lago Term Loan | 843,000 | 1,118,000 |
Convertible note conversion to common stock | 41,392,000 | |
Reclassification of warrants from liabilities to equity | 830,000 | |
Recognition of liability classified warrants upon Merger | 9,388,000 | |
Recognition of Unvested Sponsor Shares liability | 1,588,000 | |
Forgiveness of PPP Loan | 2,000,000 | 2,599,000 |
Right of use asset in exchange for operating lease liability | $ 308,000 | |
Cancellation of June 2021 Note and related accrued interest, with issuance of February 2022 Note | $ 20,663,000 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
Cash and cash equivalents | $ 15,143 | $ 3,017 | |
Restricted cash | 10,000 | ||
Total cash, cash equivalents and restricted cash | $ 25,143 | $ 3,017 | $ 36,909 |
Summary of Business and Signifi
Summary of Business and Significant Accounting Policies | 12 Months Ended |
Jun. 30, 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 The Company is the developer of enterprise grade AI and automation solutions to the restaurant technology industry that are designed to decrease labor costs, improve staff productivity, increase revenue and enhance the guest experience. The Company offers an AI solution (“Presto Voice”) to quick service restaurants (QSR) and a pay-at-table tablet solution (“Presto Touch”) to casual dining chains. Presto Voice can complete complex orders, including large orders with multiple menu modifications and add-ons with limited on-site restaurant staff intervention. Some of the most recognized restaurant names in the United States are among the Company’s customers including Carl’s Jr., Hardee’s, Del Taco and Checkers for Presto Voice and Applebee’s, Chili’s and Red Lobster for Presto Touch. Following the Company’s founding in 2008, the Company initially focused exclusively on Presto Touch. As of June 30, 2023, the Company had shipped over 277,000 Presto Touch tablets to three of the largest casual dining chains in the United States. While Presto Touch has accounted for substantially all of the Company’s historical revenues, the Company believes that Presto Voice will contribute an increasing portion of its revenues in the future. Presto Voice addresses the pressing needs of restaurant operators by improving order accuracy, reducing labor costs and increasing revenue through menu upselling, while also providing guests with an improved drive-thru experience. The Company believes its solutions help restaurant operators address their business challenges with compelling end-to-end solutions that seamlessly integrate into a restaurant’s existing technology stacks. Fiscal Year The Company’s fiscal year ends on June 30. References to fiscal 2023 or year 2023, for example, refer to the fiscal year ended June 30, 2023. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“ U.S. GAAP SEC FASB Use of Estimates The preparation of 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. The most significant estimates are related to the fair value of certain financial instruments which includes warrant liabilities. Other 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, 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, 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. 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”), from 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 subscriptions 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 June 30, 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 warrants, stock options and RSUs) of Legacy Presto were canceled and converted using the Exchange Ratio with the holders receiving equivalent outstanding equity awards (including warrants, stock options and RSUs) 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 As of June 30, 2023, unrecognized stock-based compensation expense is $7.3 million which is expected to be recognized over a weighted-average period of 1.3 years. Stock-based compensation for awards with a performance-based vesting condition that was previously deemed not probable to occur, was modified during the year ended June 30, 2023 to waive the performance condition which resulted in an immaterial recognition of expense. As of June 30, 2023, 602,978 earnout shares held by current employees and directors were forfeited. The earnout shares given to common stockholders who are not current employees and directors and warrant holders have been recorded with equal and offsetting effects on additional paid-in capital on its consolidated balance sheet. As of June 30, 2023, all of the earnout shares remain unissued as the conditions to issuance have not been achieved. Unvested Sponsor Share Arrangement with Sponsors At the Closing, 444,500 shares held by the Sponsors (the “Unvested Sponsor Shares”) became subject to the following vesting and forfeiture provisions: (i) the first 25% of such Unvested Sponsor 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 Sponsor 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 Sponsor 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 Sponsor 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 Sponsor Shares shall not vest and shall be automatically forfeited and cancelled for no consideration. In the event of a change of control, any Unvested Sponsor Shares shall automatically vest. As of June 30, 2023, all of the Unvested Sponsor Shares remain unvested as the vesting conditions have not been achieved. The Company has concluded that the Unvested Sponsor 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 June 30, 2023 the Company recorded a gain on remeasurement of $0.2 million, which is included in change in fair value of warrants and convertible promissory notes in the consolidated statement of operations and comprehensive 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 U.S. GAAP Business Combinations Total net liabilities of Ventoux assumed by the Company were $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. CyborgOps As a consequence to the closing of the Merger, bonus and deferred consideration amounts owed to certain founding members of CyborgOps Inc. (“CyborgOps”), the entity to which the Company entered into an asset purchase agreement with on May 23, 2022 , 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 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. 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, the need to expand the number of its customers, long sales cycles, competition from alternative products and larger companies, the need for additional financing to fund future operations, and the need to reduce the number of human agents required for Presto Voice. Impact of COVID-19 The Company took several actions to mitigate the effects of the COVID-19 pandemic on its operations and customers. 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 year ended June 30, 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. The commercial cleaning products 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 related to the issue of $0.6 million for the year ended June 30, 2022. 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. Liquidity and Capital Resources As of June 30, 2023 the Company’s principal sources of liquidity were cash and cash equivalents of $15.1 which were held for working capital purposes. This excludes $10.0 million of restricted cash as of June 30, 2023. 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 and common stock. The Company has incurred recurring operating losses since its inception, including operating losses of $56.4 million for the year ended June 30, 2023. As of June 30, 2023 the Company had an accumulated deficit of $235.3 million. 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, timing of cash collections from customers and other risks. While the Company received net cash of $49.8 million from the completion of the Merger, raised net cash proceeds of $13.7 million from the issuance of new debt net of the payment of certain legacy debt obligations and received $9.5 million from the sale of common stock in a May 31, 2023 private placement (the “Private Placement”), additional capital infusions will be necessary in order to fund operating expenses, currently anticipated expenditures, and other obligations as they come due. The Company’s future capital requirements will depend on many factors, including the revenue growth rate, 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 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. The Company cannot be sure that any additional financing will be available on acceptable terms, if 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 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, cash equivalents, restricted cash and accounts receivable. The Company maintains its cash, cash equivalents and restricted cash 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 brands (including, as applicable, the franchisees of such restaurants aggregated as a single customer for reporting purposes) accounted for more than 10% of revenues: Year ended June 30, 2023 2022 Customer A 59 % 53 % Customer B 19 % 25 % Customer C 16 % 15 % 94 % 93 % The following restaurant brands (including, as applicable, the franchisees of such restaurants aggregated as a single customer for reporting purposes) accounted for more than 10% of accounts receivable: As of June 30, As of June 30, 2023 2022 Customer A 43 % 31 % Customer B 14 % 41 % Customer D 37 % 11 % 94 % 83 % * The Company is exposed to vendor concentration risk as it purchases its next generation version of Presto Touch tablets and other equipment from one supplier. The Company’s operating results could be adversely affected in the event that the vendor increases its prices or 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 and restricted cash on deposit with financial institutions, the balances of which frequently exceed federally insured limits. On March 10, 2023, Silicon Valley Bank 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 the Company does business were to be placed into receivership, the Company may be unable to access the funds it has on deposit with such institutions. If the Company is unable to access its cash and cash equivalents and restricted cash as needed, the Company’s financial position and ability to operate its business could be adversely affected. The Company had $24.6 million in deposits in excess of the FDIC limits at June 30, 2023. Cash and Cash Equivalents The Company considers all highly liquid financial instruments purchased with original maturities of three months or less to be cash equivalents. As of June 30, 2023 and 2022, cash and cash equivalents consist of cash and money market funds held in financial institutions. Restricted Cash Restricted cash consists primarily of cash that is required to be held as collateral pursuant to the Company’s Credit Agreement (refer to Note 7). Any cash that is legally restricted from use is classified as restricted cash. If the purpose of restricted cash relates to acquiring a long-term asset, liquidating a long-term liability, or is otherwise unavailable for a period longer than one year from the balance sheet date, the restricted cash is included in other long-term assets. Otherwise, restricted cash is included in other current assets in the consolidated balance sheets. Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income (loss). The Company has no components of other comprehensive loss. Therefore, net loss equals comprehensive loss for all periods presented. Fair Value Measurements Fair value is defined as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires the Company to maximize the use of observable inputs. Warrants The Company accounts for 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 input in the Black-Scholes valuation model. 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 consolidated statement of operations and comprehensive 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. Accounts Receivable, Net and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amounts net of an allowance for doubtful accounts. The Company regularly reviews the outstanding accounts receivable and allowance for doubtful accounts and at each reporting date, makes judgments as to collectability of outstanding receivables. The Company determines the allowance for doubtful accounts receivable by making its best estimate of specific uncollectible accounts considering its historical accounts receivable collection experience and the information that management has regarding the current status of the Company’s accounts receivable balances. The allowance for doubtful accounts at June 30, 2023 and 2022 was $0.7 million and $0.4 million, respectively. Inventories Inventories are valued at the lower of cost or net realizable value using the weighted average cost method, which approximates the first-in first-out inventory method. This method is consistent and valued separately across new inventories and refurbished inventories. Inventories are comprised of finished goods (tablets) and related component parts. The Company purchases its inventories from a third-party manufacturer as finished goods and stores the inventory partially in its own warehouse and partially at a third-party warehouse. The Company establishes provisions for excess and obsolete inventories after an evaluation of historical sales, future demand and market conditions, expected product life cycles, and current inventory levels to reduce such inventories to their estimated net realizable value. Such provisions are made in the normal course of business and are charged to cost of revenue in the consolidated statements of operations and comprehensive loss. The provision for excess and obsolete inventories was immaterial for the years ended June 30, 2023 and 2022. Business Combinations The Company accounts for acquisitions using the acquisition method of accounting. Assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration transferred in a business combination, including any contingent consideration, is allocated to the assets acquired and liabilities assumed based on their respective fair values. The excess of the consideration transferred over the fair values of the assets acquired and the liabilities assumed is recorded as goodwill. Intangible Assets, Net Intangible assets consist of the Company’s capitalized software costs, developed technology as part of the Company’s acquisition of CyborgOps and domain name rights acquired for “Presto.com”. The Company’s domain name is being amortized on a straight-line basis over 15 years. The capitalized software and developed technology Property and Equipment, Net Property and equipment, net, are stated at cost, less accumulated depreciation. Substantially all of the Company’s property and equipment is comprised of Presto Touch tablets which are leased to customers. Property and equipment, net also includes equipment and software for general employee use. Depreciation is recognized using the straight-line method over the estimated useful lives of the respective assets, which is four years for Presto Touch tablets and three years for other property and equipment. Leasehold improvements are depreciated over the shorter of the life of the assets or the remaining term of the lease. Routine maintenance and repair costs are expensed as incurred. The costs of major additions, replacements and improvements are capitalized. Gains and losses realized on the sale or disposal of property and equipment are recognized or charged to other expense, net in the consolidated statements of operations and comprehensive loss. For Presto Touch tablets classified as property and equipment, net, the Company has historically entered into equipment financing facilities to finance the tablets while transferring ownership of the tablets to the financing partner. The Company accounts for these as property and equipment with a corresponding financing obligation, as the Company retains substantially all of the benefits and risks of ownership of the property sold. Impairment of Long-Lived Assets The Company evaluates the carrying value of long-lived assets on an annual basis, or more frequently whenever circumstances indicate a long-lived asset may be impaired. When indicators of impairment exist, the Company estimates future undiscounted cash flows attributable to such assets. In the event cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair value. For the years ended June 30, 2023 and 2022, the Company recorded nil and $0.6 million, respectively, in write offs related to the impairment of tablets. Refer to Note 4 for further details. Financing Obligations The Company entered various arrangements in which the Company incurred financing obligations in exchange for an upfront payment. The Company recognizes interest on the financed amount using either the effective interest method or stated interest, depending on the arrangement. 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, Canada and subsequent to June 30, 2023, in India. The Company earns substantially 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 consolidated statements of operations and comprehensive loss. Leases The Company leases real estate facilities under non-cancelable operating leases 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 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 agreements contain 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 lease |
Revenue
Revenue | 12 Months Ended |
Jun. 30, 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 consolidated balance sheets was $0.7 million, $0.5 million and $0.4 million as of June 30, 2023, June 30, 2022 and July 1, 2021, respectively. The beginning balance of accounts receivable as of July 1, 2021 was $1.2 million. The amount of contract assets including deferred costs, in the consolidated balance sheets was 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 4,481 Revenue recognized (19,335) Balance as of June 30, 2022 $ 10,769 Deferred Revenue Balance as of June 30, 2022 $ 10,769 Additions 3,246 Revenue recognized (12,432) Balance as of June 30, 2023 $ 1,583 As of June 30, 2023, approximately On July 29, 2019, the Company entered into an arrangement with Customer A whereby the Company 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 June 30, 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. Subsequently, $0.2 million interest expense was recognized against the prepaid interest balance, and $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 $0.5 million and $1.2 million for the year ended June 30, 2023 and 2022, respectively. 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 is being recorded as contra-revenue over the term of the customer arrangement, with the corresponding credit to additional paid-in capital. Contra-revenue recognized related to the warrant was $1.2 million for the year ended June 30, 2023. Contra-revenue recognized related to the warrant was not material for the year ended June 30, 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 year ended June 30, 2023. Transaction Revenue The commissions paid to restaurants under the Company’s gaming revenue share agreements ranged between 83% to 90% and 81% to 90% premium content revenue by customer brand for the year ended June 30, 2023 and 2022, respectively. Disaggregation of Revenue No single country other than the United States represented 10% or more of the Company’s revenue during years ended June 30, 2023 and 2022. For the years ended June 30, 2023 and 2022, $2.0 million and $2.3 million of revenue was from leasing arrangements or with predominant leasing components, respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jun. 30, 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 June 30, 2023 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents: Money market funds $ 13,884 $ — $ — $ 13,884 Total financial assets $ 13,884 $ — $ — $ 13,884 Financial liabilities: Unvested Sponsor Shares liability $ — $ — $ 1,399 1,399 Warrant liabilities — — 25,867 25,867 Total financial liabilities $ — $ — $ 27,266 $ 27,266 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 Sponsor Share Liability The fair value of the Unvested Sponsor Shares liability was determined by the Company using a Monte Carlo valuation model, which requires significant estimates including the expected volatility of the common stock of the Company based on the historical volatility of comparable publicly traded companies and the risk-free rate. The Company estimated the fair value of the Unvested Sponsor Share liability using the following weighted average assumptions: As of June 30, 2023 As of Merger Date Expected volatility 70.4 % 76.2 % Expected term (in years) 4.2 5.0 Risk-free interest rate 4.2 % 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 promissory notes and embedded warrants 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 consolidated statement of operations and comprehensive 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 cumulative 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 and for the Year Ended June 30, 2022 Carrying Amount Amount Charged to Earnings to Date 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 June 30, 2023. Valuation Assumptions Related to Warrants The fair value of the warrant liabilities is 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 June 30, June 30, 2023 2022 Risk-free interest rate 4.19 % 3.00 % Expected term (in years) 4.75 5.93 Expected volatility 56.76 % 65.72 % Expected dividend yield — — Exercise price $ 4.50 $ 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 Sponsor 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 — 7,701 — Recognition of warrants and unvested sponsor shares liabilities assumed upon Merger — 9,388 1,588 Change in fair value (48,271) 5,459 (189) Conversion of warrant liabilities and convertible promissory notes (41,392) — — Balance at June 30, 2023 $ — $ 25,867 $ 1,399 Convertible Promissory Unvested Notes and Sponsor Embedded Warrant Shares Warrants Liabilities Liability Balance at June 30, 2021 $ 62,581 $ 1,434 $ — Issuance of convertible promissory notes 8,150 — — Issuance of warrants — 1,118 Change in fair value 18,932 1,597 — Balance at June 30, 2022 $ 89,663 $ 4,149 $ — 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. The Company has determined that impairment indicators exist for its property and equipment, so the fair value of the property and equipment was compared to its carrying value (refer to “ Property and Equipment, Net ”). The fair value was calculated using a discounted cash flow model determined using “Level 3” inputs, due to the lack of relevant observable market data over fair value inputs. During fiscal year 2022, the Company acquired in-process technology that was measured at fair value as part of an acquisition. The Company used the replacement cost method which leverages Level 3 inputs such as estimated time spent to recreate the technology plus a developer’s margin. Refer to Note 4 for further details. |
Consolidated Balance Sheet Comp
Consolidated Balance Sheet Components | 12 Months Ended |
Jun. 30, 2023 | |
Consolidated Balance Sheet Components | |
Consolidated Balance Sheet Components | 4. Consolidated Balance Sheet Components Accounts Receivable, net The Company’s allowance for doubtful accounts is as follows: As of June 30, 2022 Allowance for doubtful accounts, beginning of year - June 30, 2021 $ 902 Additions 265 Recoveries (338) Write-offs (476) Allowance for doubtful accounts, end of year - June 30, 2022 353 Additions 691 Recoveries — Write-offs (298) Allowance for doubtful accounts, end of year - June 30, 2023 $ 746 Inventories Inventories consisted of the following: As of As of June 30, June 30, 2023 2022 Finished goods $ 629 $ 869 Total inventories $ 629 $ 869 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: As of As of June 30, June 30, 2023 2022 Security deposits $ 27 $ 351 Other receivables 280 — Prepaid expenses 432 263 Prepaid insurance 423 93 Total prepaid expenses and other current assets $ 1,162 $ 707 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 and possesses no 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 value, whereby the investment is measured at cost less any impairment recorded or adjustments for observable price changes. During the year ended June 30, 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. The Company has no plans at this time for further investment or other form of financial support. Property and Equipment, net Property and equipment, net consisted of the following: As of As of June 30, June 30, 2023 2022 Tablets $ 5,774 $ 5,663 Computer equipment 634 519 Software 4 562 Total property and equipment 6,412 6,744 Less: accumulated depreciation (5,503) (4,769) Property and equipment, net $ 909 $ 1,975 Depreciation expense was $1.3 million and $1.6 million for the years ended June 30, 2023 and 2022, respectively, of which $1.2 million and $1.5 million, respectively, was related to capital leased equipment and was recorded in cost of revenue in the Company’s consolidated statement of operations and comprehensive loss. The remainder of depreciation expense was recorded in operating expenses for the years ended June 30, 2023 and 2022. During the year ended June 30, 2022, the Company recognized a loss on impairment of $0.6 million in cost of revenue in the Company’s consolidated statement of operations and comprehensive loss. The impairment charge was primarily related to specific assets under lease with customers that terminated their contracts. Accordingly, the Company experienced a significant adverse change in the extent the property and equipment were being used. The Company evaluated the recoverability of the assets and concluded they were not recoverable. There was no impairment charge in the year ended June 30, 2023. Years Tablets 4 Computer equipment 3 Software 3 Leasehold improvements Shorter of estimated Intangible Assets, net Intangible assets, net consisted of the following: As of As of June 30, June 30, 2023 2022 Capitalized software $ 9,754 $ 3,135 Developed technology 1,300 1,300 Domain name 151 151 Intangible assets, gross 11,205 4,586 Less: accumulated amortization (677) (360) Intangible assets, net $ 10,528 $ 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 $0.3 million and $0.1 for the years ended June 30, 2023 and 2022, respectively. Within capitalized software as of June 30, 2023 and 2022, $9.4 million and $2.8 million are in-process capitalized software costs, respectively, and accordingly, the amortization of such costs is excluded from the table below. During the year ended June 30, 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 consolidated statement of operations and comprehensive loss. Total future amortization expense for intangible assets was estimated as follows: 2024 $ 335 2025 335 2026 308 2027 10 2028 10 Thereafter 46 Total $ 1,044 Accrued Liabilities Accrued liabilities consisted of the following: As of As of June 30, June 30, 2023 2022 Accrued expenses $ 253 $ 2,176 Accrued vacation 868 874 Accrued payroll 1,208 1,686 Operating lease liability, current 355 — Accrued interest 375 402 Accrued repair cost (Refer to Note 8) 392 724 Accrued sales tax 134 86 Accrued other 734 267 Total accrued liabilities $ 4,319 $ 6,215 Other Long-term Liabilities Other long-term liabilities consisted of the following: As of As of June 30, June 30, 2023 2022 Unvested Sponsor Shares liability $ 1,399 $ — Operating lease liability, net of current portion 136 — Total other long-term liabilities $ 1,535 $ — |
Leases
Leases | 12 Months Ended |
Jun. 30, 2023 | |
Leases | |
Leases | 5. Leases As of June 30, 2023, the Company recorded a ROU asset of $0.5 million within other long-term assets accrued liabilities other long-term liabilities operating For the year ended June 30, 2023, the Company recorded operating lease costs of $0.4 million. The operating lease costs for the year ended June 30, 2023 included variable operating lease costs of less than $0.1. Supplemental information related to the Company’s operating lease was as follows for the year ended June 30, 2023: Operating cash flows used for operating lease $ 432 Operating lease liability arising from obtaining ROU asset (1) $ 491 Weighted average remaining lease term 1.4 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-cancellable operating lease agreement during the year ended June 30, 2023. Future minimum lease payments under the Company’s non-cancellable operating leases with an initial lease term in excess of one year subsequent to June 30, 2023 are as follows: As of June 30, 2023 2024 $ 404 2025 143 Gross lease payments 547 Less: imputed interest (56) Present value of net future minimum lease payments $ 491 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 year ended June 30, 2023 and 2022 was $0.5 million and $0.4 million, respectively. |
Financing Obligations
Financing Obligations | 12 Months Ended |
Jun. 30, 2023 | |
Financing Obligations | |
Financing Obligations | 6. Financing Obligations The Company’s financing obligations, net of discounts, consist of the following: As of June 30, As of June 30, 2023 2022 Receivable financing facility $ 4,067 $ 5,911 Equipment financing facility 609 2,929 Total financing obligations 4,676 8,840 Less: financing obligations, current (1,676) (8,840) Total financing obligations, noncurrent $ 3,000 $ — Receivable Financing Facility On April 27, 2021, the Company entered into an investment arrangement to enable an outside investor to invest in the Company’s future receivables, in exchange for an upfront payment. Through this arrangement, the Company obtained 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 investor, the Company may continue rolling forward the receivable financing facility. On April 14, 2023, the Company entered into an amended and restated investment arrangement to amend the periodic payment amounts under the investment agreement for which the Company evaluated under ASC 470-60, “Troubled Debt Restructurings by Debtors.” Due to indicators of financial difficulty for the Company at this date, and the lenders granting concession resulting in the effective borrowing rate under the amended agreement being less than the effective borrowing rate under the previous agreement, the amendments were accounted for as a troubled debt restructuring. The Company did not pay or provide any consideration in exchange for this amendment. The undiscounted future cash payments under the new terms are greater than the carrying amount of the debt at the time of the restructuring so On June 20, 2023, the Company entered into a second consolidated and amended and restated investment arrangement to amend the periodic payment amounts to be made under the investment agreement. The Company did not pay or provide any consideration in exchange for this amendment. The amended arrangement calls for monthly payments of principal and interest totaling an aggregate of $1.5 million and $3.0 million in fiscal years 2024 and 2025, respectively. This arrangement amended the amended and restated investment arrangement the Company entered into on April 14, 2023, which amended the payment due dates and periodic payment amounts to be made under the investment agreement. Equipment Financing Facility Beginning in 2019, the Company entered into equipment financing facilities with third-party financing partners to finance certain tablet purchases. The arrangements generally have terms ranging from three 4-year During the year ended June 30, 2023, due to the Company’s liquidity position and other commitments, the Company postponed certain payments on certain equipment financing facilities, which resulted in the Company defaulting on the arrangement. The Company remedied the matter with the following repayment agreements. On November 4, 2022, the Company executed an amendment with one of its equipment financing facilities 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 terminate one of its equipment financing facilities early and repaid the 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 consolidated statement of operations and comprehensive 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 was waived and the Company is in compliance as of June 30, 2023. The obligations under these arrangements are in financing obligations, current as of June 30, 2023. In fiscal year 2022, the Company defaulted on certain equipment financing facilities due to non-payment of rent. Default under the arrangements permits the financing partner to declare the amounts owed under the arrangement due and payable and exercise its right to secure the tablets under lease. As a result, the Company reclassified all of its obligations under these arrangements that were in default as short-term within financing obligations, current as of June 30, 2022 |
Debt Arrangements
Debt Arrangements | 12 Months Ended |
Jun. 30, 2023 | |
Debt Arrangements | |
Debt Arrangements | 7. Debt Arrangements The Company’s outstanding debt, net of debt discounts, consists of the following: As of June 30, As of June 30, 2023 2022 Convertible promissory notes $ — $ 89,663 Credit Agreement 50,639 — Term loans — 25,443 PPP Loan — 2,000 Total debt 50,639 117,106 Less: debt, current (50,639) (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 (“Metropolitan”), 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”). The Term Loans were borrowed in full on September 21, 2022. In conjunction with the initial Credit Agreement, the Company issued 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. This was extended by three months in the First Amendment to the Credit Agreement described below. With respect to interest accruing after the 12-month anniversary of the closing date, but before the 18-month monthly basis. Refer to Note 16 for details on revisions to the Credit Agreement. 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 18 month As a condition to entering into the Credit Agreement, the Sponsors agreed to transfer 600,000 Presto. shares to the Lender. The share transfer by the Sponsor 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 discount of $2.8 million in the 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. In March 2023, the Company entered into the First Amendment to the Credit Agreement (the “First Amendment”) in which the parties amended certain covenants and payment provisions of the Credit Agreement. In connection with the First Amendment, the Company entered into the Amended and Restated Fee Letter (the “Fee Letter”) with Metropolitan, for which the Company paid an amendment fee equal to $0.2 million and granted warrants to purchase 400,000 shares of common stock of the Company with an exercise price of $0.01 per share (the “First Amendment Warrants”) to the Lenders. The First Amendment Warrants met the criteria for classification as liabilities. The Company recorded a debt discount of In addition, the Company obtained a waiver, pursuant to the First Amendment, of the minimum cash covenant for February 28, 2023 and March 31, 2023, the net leverage ratio for the period from February 28, 2023 through May 31, 2023 and any default occurring from the Company’s failure to notify the Lenders of the separation of the Company’s chief executive officer from the Board in March 2023. On May 22, 2023, the Company entered into the Second Amendment to Credit Agreement (the “Second Amendment”) pursuant to which certain covenants in the Credit Agreement, as previously amended in the First Amendment and the Lenders agreed to the exchange of an aggregate of $1.0 million of accrued and previously capitalized interest for warrants to purchase 500,000 shares of the Company’s Common Stock at an exercise price of $0.01 per share (the “Second Amendment Conversion Warrants”). The effectiveness of the Second Amendment was conditioned, in part, upon evidence of a gross amount of additional equity investments of $9.0 million, to be used for working capital purposes, which the Company received upon closing of the Private Placement. In connection with the effectiveness of the Second Amendment and in consideration for the Lenders entering into the Second Amendment, the Company entered into the Second Amended and Restated Fee Letter (the “Second Fee Letter”) with the Agent, pursuant to which the Company issued warrants to purchase 2,000,000 shares of the Company’s Common Stock, with an exercise price of $0.01 per share (the “Second Amendment Fee Warrants” and, together with the Second Amendment Conversion Warrants, the “Second Amendment Warrants”), to the Lenders as an amendment fee. The Second Amendment Warrants met the criteria for classification as liabilities. The Company recorded a debt discount of $5.2 million which represents the amendment fee plus the fair value of the Second Amendment Warrants. Refer to Note 10. During the year ended June 30, 2023, the Company recorded PIK interest expense amounts of $5.4 million, which has been reflected as an increase to the outstanding debt balance. Further, during the year ended June 30, 2023, the Company recorded interest expense associated with the amortization of debt discounts of $2.2 million. Accordingly, as at June 30, 2023, the term loans, noncurrent balance of $50.6 million reflects $55.0 million of principal and $5.4 million of PIK interest accrual, reduced by $9.8 million of unamortized debt issuance costs. The Company also pays a debt monitoring fee under the Credit Agreement of $0.1 million per quarter which is recorded as interest expense in the consolidated statement of operations and comprehensive loss. The Company had no outstanding amounts related to the Credit Agreement as of June 30, 2022. 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 net leverage ratio covenant was removed subsequent to the end of fiscal year ended June 30, 2023. Refer to Note 16 for further details. 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 The amendments to the covenants in the Credit Agreement include: (i) revising the definition of “minimum unrestricted cash” from (A) an amount equal to the operating expenses of the Company determined on a consolidated basis for the prior six months plus $1,100,000 to (B) $10,000,000 , to be held in a separate and blocked cash collateral account and (ii) adding a new financial covenant beginning for the month ending June 30, 2023, that restricts the decrease in the Company’s operating cash to no more than $10,000,000 for each rolling three month period, subject to certain customary operating fluctuations and adjustments. Warrants to Purchase Common Stock In connection with the Second Amendment, the Company issued the second amendment metropolitan warrants (the “Second Amendment Warrants”). The Second Amendment Warrants may be exercised for cash or a net exercise at any time on or before the date that is the five year anniversary of the date of the issuance of the Second Amendment Warrants; provided In connection with the issuance of the Second Amendment Warrants, the Company entered into a customary registration right for the shares of Common Stock issuable upon exercise of the Second Amendment Warrants for which the Registration Statement was declared effective by the SEC on July 6, 2023. Convertible Promissory Notes As of June 30, 2022, the Company had convertible notes outstanding to various investors, all of which were accounted for under the fair value option. As of June 30 2022, the fair value of such convertible promissory notes was $89.7 million. In conjunction with the Merger, all convertible promissory notes were converted into shares of the Company’s Common Stock. Further, also on the date of the Merger, certain convertible notes which were issued 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 consolidated statement of operations and comprehensive loss for the year ended June 30, 2023. As a consequence of the conversion, $41.4 million was reclassified into additional paid-in capital. During the year ended June 30, 2022 the Company issued the convertible promissory notes for million in February 2022. The convertible promissory notes issued in February 2022 repaid convertible promissory notes issued in June 2021 for Other 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 with a maturity date of March 20, 2023. On September 21, 2022, in connection with the entry into the Credit Agreement, 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 consolidated statement of operations and comprehensive loss for the year ended June 30, 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 the Company’s Common Stock in connection 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 in connection with the additional tranche. Refer to Note 10 for further details. The warrants met the criteria for liability classification and are valued at $0.4 million at June 30, 2023. 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 consolidated statement of operations and comprehensive loss for the year ended June 30, 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, the Company 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. No collateral or personal guarantees were required for the loan. The PPP loans would bear an interest rate of 1% and a maturity of two years for the first loan and five years for the second loan. 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 year ended June 30, 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 year ended June 30, 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 including interest payments elected to be capitalized as PIK Interest As of June 30, 2023 2024 $ — 2025 — 2026 60,448 Total future payments on debt obligations $ 60,448 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 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 year ended June 30, 2023 and 2022, the Company has incurred costs to refurbish Presto Touch tablets of $1.5 million and $3.0 million, respectively, recorded in cost of Platform revenue in the Company’s consolidated statements of operations and comprehensive loss. In connection with the service level agreements, the Company has recorded $0.4 million and $0.7 million in accrued liabilities in the consolidated balance sheets as of June 30, 2023 and June 30, 2022, respectively, for expected repair costs for Presto Touch tablets currently in the Company’s RMA process. 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 solutions 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 year ended June 30, 2022, the Company continued to experience higher than normal hardware returns for repair or replacement using an RMA. While the Company has incurred RMA charges in the past, the volume of repair charges was extremely unusual and very high due to a liquid ingress issue resulting from COVID-19 related actions by the Company’s customers. The Company’s devices failed 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 that leaked into the hardware causing significant damage to the devices and requiring replacement of such devices. 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 $0.6 million of repair and replacement expenses related to this issue during the year ended June 30, 2022. The Company provided repair and replacement of its hardware devices to all of its customers as a one-time only accommodation due to COVID-19. The Company has also made a claim to recover the costs from its third-party subcontractor who manufactures the hardware. Refer to Legal Proceedings 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, other than identified below, the Company does not have any such matters that, if resolved unfavorably, could reasonably be expected to 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 in the U.S. District Court for the district of Delaware that was brought against Hi Auto, Inc. 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 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 U.S. District Court for the district of Delaware 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 from the Singapore International Arbitration Center 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. The vendor appealed the ruling to the highest court in that country in May 2023 and the appeal is currently pending. As a result, the award has not met the criteria to be considered realizable as of June 30, 2023. As a result, the Company has not recognized any gain related to this settlement in its consolidated statement of operations and comprehensive loss. In July 2023, the Company and certain of its current and former executive officers received from the staff of the U.S. Securities and Exchange Commission (SEC) stating that the SEC had commenced a formal investigation into disclosures that the Company had made regarding certain aspects of its AI technology. The Company also received a preliminary request for information from the U.S. Department of Justice (DOJ) regarding substantially the same subject matter. The Company is cooperating fully with the SEC and DOJ, including responding to the subpoena and requests for information. The timing and outcome of these investigations is difficult to predict. The Company has incurred, and may continue to incur, significant expenses related to legal, accounting and other professional services in connection with these investigations. At this stage, the Company is unable to assess whether any material loss is reasonably possible as a result of these investigations or estimate the range of any potential loss. During fiscal year 2023, the Company received a legal demand with certain former employees who were part of its May 2022 acquisition of Cyborg Ops, Inc. The demand relates to the basis of their change in employment status and whether certain unvested equity in the amount of 256,891 restricted stock awards, which were forfeited and cancelled upon their departure in accordance with the terms of their employment contracts, warranted full and accelerated vestiture upon their last date of employment with the Company. The Company maintains that it is not probable that there is a financial obligation related to this matter nor can the Company estimate any reasonable possible loss at this time, accordingly the Company has not recorded a charge for this matter. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Jun. 30, 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 Common Stock. 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 323,968 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 consolidated statement of operations and comprehensive 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 consolidated statement of operations and comprehensive 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 other financing cost of $0.8 million within other financing and financial instrument (costs) income, net on the consolidated statement of operations and comprehensive loss with an offsetting increase to additional paid-in capital for the contribution. Convertible Preferred Stock Prior to the retroactive impact of the recapitalization, the summary of the Convertible Preferred Stock outstanding and other related information is as follows: June 30, 2022 Common Stock Original Net Issuable Issue Shares Shares Carrying Liquidation Upon Price Authorized Outstanding Value Preference Conversion Series A $ 0.3017 9,410,799 8,621,800 2,567 2,601 8,621,800 Series AA-1 9.3597 1,131,190 1,024,349 9,520 9,588 1,024,349 Series AA-2 3.3215 169,083 169,083 546 562 169,083 Series B 0.9959 10,364,829 10,364,829 10,131 10,322 10,364,829 Series B-1 0.6711 4,619,282 4,619,282 3,100 3,100 4,619,282 Series C 6.608 3,026,634 1,513,316 9,965 10,000 1,513,316 Series C-1 5.2864 2,030,761 2,030,761 10,735 10,735 2,030,761 Total 30,752,578 28,343,420 $ 46,564 $ 46,908 $ 28,343,420 As any liquidation event must first be approved by the Board, which is controlled by the Company and its Common Stockholders, the convertible Preferred Stock is classified as permanent equity in the Company’s consolidated balance sheet as of June 30, 2022. The rights, preferences, privileges, restrictions, and other matters relating to the Preferred Stock are set forth in the Company’s Amended and Restated Certificate of Incorporation dated May 24, 2022, as amended, and are summarized as follows: Dividend Rights — Holders of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series B -1 Convertible Preferred Stock, Series C Convertible Preferred Stock, and Series C -1 Convertible Preferred Stock (collectively, the “Senior Preferred Stock”), were entitled to receive dividends prior and in preference to dividends declared on the Series AA -1 Convertible Preferred Stock, the Series AA -2 Convertible Preferred Stock, and the voting Common Stock and non -voting Common Stock (collectively, the “ELC Common Stock”) at a rate of $0.0241 , $0.0797 , $0.0537 , $0.5286 , and $0.4229 per share per annum, respectively. After the holders of the Senior Preferred Stock would have received full dividend preference, dividends could be declared and paid to all holders of Series AA -1 Convertible Preferred Stock, in preference to the holders of Series AA -2 Convertible Preferred Stock, Common Stock and non -voting Common Stock, at a rate of $0.7488 per share per annum . After the holders of Senior Preferred Stock and Series AA -1 Convertible Preferred Stock have received full dividend preference, dividends could be declared and paid to all holders of Series AA -2 Convertible Preferred Stock, in preference to the holders of the Company’s Common Stock, at a rate of $0.2657 per share per annum . If, after dividends in the full preferential amount were paid to the holders of Senior Preferred Stock, Series AA -1 Convertible Preferred Stock, and Series AA -2 Convertible Preferred Stock, dividends may be declared and paid to all holders of the ELC Common Stock and Convertible Preferred Stock holders in proportion to the number of shares of ELC Common Stock that would be held by each holder if all shares of Convertible Preferred Stock were converted to Common Stock at the then effective conversion rate. Dividends were payable only when, and if, declared by the Board and are non -cumulative . As of June 30, 2023 and 2022, no dividends have been declared or paid by the Company. Liquidation preference — In the event of any liquidation event (as defined in the restated certificate of incorporation), whether voluntary or involuntary, before any payment shall be made to the holders of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, or Series B -1 Convertible Preferred Stock (collectively, the “Other Senior Preferred Stock”), and before any payment shall be made to the holders of Series AA -1 Convertible Preferred Stock, Series AA -2 Convertible Preferred Stock, or ELC common stock, the holders of Series C Convertible Preferred Stock and Series C -1 Convertible Preferred Stock (collectively, “Series C Senior Preferred Stock”) are entitled to receive an amount equal to the greater of a) the original issue price (as defined below) for such series of Senior Preferred Stock, plus any dividends declared but unpaid or b) such amount per share as would have been payable had all shares of such series of Senior Preferred Stock been converted into common stock prior to the liquidation event. If upon any such liquidation event, the funds and assets available for distribution to the stockholders shall be insufficient to pay the holders of shares of Senior Preferred Stock the full amounts to which they are entitled, the holders of shares of Senior Preferred Stock shall share ratably in any distribution of the funds and assets available for distribution in proportion to the respective amounts that would otherwise be payable in respect of the shares of Senior Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. Upon completion of the payments to holders of Series C Senior Preferred Stock, before any payment shall be made to the holders of Series AA -1 Convertible Preferred Stock, Series AA -2 Convertible Preferred Stock, or ELC Common Stock, the holders of Other Senior Preferred Stock are entitled to receive an amount equal to the greater of a) the original issue price (as defined below) for such series of Senior Preferred Stock, plus any dividends declared but unpaid or b) such amount per share as would have been payable had all shares of such series of Senior Preferred Stock been converted into Common Stock prior to the liquidation event. If upon any such liquidation event, the funds and assets available for distribution to the stockholders shall be insufficient to pay the holders of shares of Senior Preferred Stock the full amounts to which they are entitled, the holders of shares of Senior Preferred Stock shall share ratably in any distribution of the funds and assets available for distribution in proportion to the respective amounts that would otherwise be payable in respect of the shares of Senior Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. Upon completion of the payments to holders of Senior Preferred Stock, before any payment shall be made to the holders of Series AA -2 Convertible Preferred Stock and ELC common stock, the holders of Series AA -1 Convertible Preferred Stock shall be entitled to receive out of the funds and assets available for distribution, an amount per share equal to the greater of a) the original issue price for such series of Series AA -1 Convertible Preferred Stock plus all declared but unpaid dividends, or b) such amount per share as would have been payable had all shares of Series AA -1 Convertible Preferred Stock been converted into common stock prior to the liquidation event. If the assets and funds distributed among the holders of the Series AA -1 Convertible Preferred Stock are insufficient to permit payment to such holders of the full preferential amount, then the entire assets and funds of are legally available for distribution shall be distributed ratably among the holders of the Series AA -1 Convertible Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive. Upon completion of the payments to holders of Senior Preferred Stock and Series AA -1 Convertible Preferred Stock, before any payment shall be made to the holders of ELC common stock, the holders of Series AA -2 Convertible Preferred Stock shall be entitled to receive out of the funds and assets available for distribution, an amount per share equal to the greater of a) the original issue price for such series of Series AA -2 Convertible Preferred Stock plus all declared but unpaid dividends, or b) such amount per share as would have been payable had all shares of Series AA -2 Convertible Preferred Stock been converted into common stock prior to the liquidation event. If the assets and funds distributed among the holders of the Series AA -2 Convertible Preferred Stock are insufficient to permit payment to such holders of the full preferential amount, then the entire assets and funds of are legally available for distribution shall be distributed ratably among the holders of the Series AA -2 Convertible Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive. After the payment of all preferential amounts required to be paid to the holders of Senior Preferred Stock, Series AA -1 Convertible Preferred Stock, and Series AA -2 Convertible Preferred Stock, the remaining assets and funds available for distribution to the stockholders shall be distributed among the holders of shares of ELC common stock. The original issue price is $6.6080 , $5.2864 , $0.9959 , $0.6711 , $0.3017 , $9.3597 , and $3.3215 per share on Series C Convertible Preferred Stock, Series C -1 Convertible Preferred Stock, Series B Convertible Preferred Stock, Series B -1 Convertible Preferred Stock, Series A Convertible Preferred Stock, Series AA -1 Convertible Preferred Stock and Series AA -2 Convertible Preferred Stock, respectively. Conversion rights — Each share of a series of convertible preferred stock are convertible into common stock at the option of the holder, at any time, by dividing the original issue price for such series of convertible preferred stock by the conversion price for such series of preferred stock. The conversion price for each series of convertible preferred stock is equivalent to the original issue price for such series of convertible preferred stock. Each share of convertible preferred stock will automatically be converted into shares of common stock (a) immediately upon the closing of an underwritten public offering, pursuant to an effective registration statement file with the United States Securities and Exchange Commission resulting in aggregate gross proceeds to the Company of at least $75,000 and at a per share offering price to the public of no less than one times the original issue price of the Series C Convertible Preferred Stock or (b) (i) in the case of the Series C Convertible Preferred Stock and Series C -1 Convertible Preferred Stock, the date and time in which a majority of the holders of Series C Convertible Preferred Stock and Series C -1 Convertible Preferred Stock, including the Series C lead investor, then outstanding specify by vote or written consent (ii) in the case of the Series B Convertible Preferred Stock and Series B -1 Convertible Preferred Stock, the date and time in which a majority of the holders of Series B Convertible Preferred Stock and Series B -1 Convertible Preferred Stock, including the Series B lead investor, then outstanding specify by vote or written consent, (iii) in the case of the Series A Convertible Preferred Stock including the Series A lead investor, the date and time in which a majority of the holders of Series A Convertible Preferred Stock then outstanding specify by vote or written consent (iv) in the case of the Series AA -1 Convertible Preferred Stock, the date and time in which a majority of the holders of Series AA -1 Convertible Preferred Stock then outstanding specify by vote or written consent and (v) in the case of the Series AA -2 Convertible Preferred Stock, the date and time in which a majority of the holders of Series AA -2 Convertible Preferred Stock then outstanding specify by vote or written consent. Voting Rights — Holders of convertible preferred stock are entitled to vote equal to the number of whole shares of common stock into which the shares of convertible preferred stock are convertible. Holders of convertible preferred stock vote together with the holders of common stock as a single class on an as -converted basis. The Company has the following shares of Common Stock reserved for future issuance: As of June 30, 2023 Warrants to purchase Common Stock 21,315,453 Common Stock options and RSUs 14,462,348 Equity awards available for future grants 1,085,462 Earnout shares 14,397,022 51,260,285 |
Warrants
Warrants | 12 Months Ended |
Jun. 30, 2023 | |
Warrants | |
Warrants | 10. Warrants Since inception, the Company has issued warrants in conjunction with various financings, as well as certain customers. The Company accounts for its warrants in accordance with ASC 480 and 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. During the year ended June 30, 2023, the Company engaged in various warrant transactions: ● The issuance of 169,310 warrants to purchase Common Stock in conjunction with an amendment to the warrant agreement with Lago Loan, such amendment occurring in August 2022. ● In September 2022, the holder of 141,970 warrants, net exercised such warrants with the Company issuing 136,681 of 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. ● Subsequent to the Merger the Company has issued warrants associated with changes to the Company’s Credit Agreement. Refer to Note 7 for further discussion. The following tables represent the warrants on Common Stock outstanding: As of June 30, 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 [I] 5 Equity Common September 2027 $ 11.50 6,125,000 [J] 5 Liability Common March 2028 $ 0.01 400,000 [G] 5 Liability Common May 2028 $ 0.01 2,500,000 [H] 5 Liability Total 21,315,453 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 should one occur. [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 June 30, 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 should one occur 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 into Common Stock contingent on rollouts of the Company’s products and services to the warrant holder. The number of shares of Common Stock represents the maximum number of shares to be issued to the warrant holder of 404,961, of which 66,396 and 321,943 remained contingent as of June 30, 2023 and June 30, 2022, respectively. Expense related to the cost of these warrants is being recognized as a reduction to revenue in the Company’s consolidated statements of operations and comprehensive 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, if one should occur. [G] — In connection with the First Amendment to the Credit Agreement, the Company issued 400,000 warrants to the Lenders as a fee. The warrant holder may redeem for cash, the First Amendment Warrants at their fair value in the event of a (i) consolidation or merger with or into another party, (ii) a sale, assignment, transfer or disposal of substantially all of the Company’s assets, (iii) purchase, sale or tender of the Company’s Common Stock where the beneficial owner owns more than 50% of the Company’s Common Stock, and (iv) a reorganization, recapitalization or reclassification of the Company’s Common Stock. Refer to Note 7 for further details. [H] — In connection with the effectiveness of the Second Amendment to the Credit Agreement, the Company issued the Second Amendment Warrants. The Second Amendment Warrants may be exercised for cash or pursuant to a net exercise at any time on or before the date that is the five year anniversary of the date of the issuance of the warrants; provided [I] — Represents 17,250,000 public warrants, assumed as part of the Merger, that are exercisable for one [J] The private warrants are exercisable for a price of $11.50 per whole share and are non-redeemable so long as they are held by the initial purchasers or their affiliates. If transferred, the Company may redeem the public warrants at an exercise price of $0.01 per share if, and only if, the reported last sale price of the share of Common Stock equals or exceeds $16.50 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jun. 30, 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 In May 2023 and February 2023, the Company granted an aggregate of 1,037,125 and 2,721,486 RSUs, respectively, to its employees, consultants and directors with service-based vesting conditions with a weighted average grant date fair value of $3.43 and $3.58, respectively, per RSU, based on the closing stock price on the date of grant. The awards vest ratably over five years for employees and one to three years for directors. As of June 30, 2023, $10.2 million of stock-based compensation related to these RSUs remains unrecognized, which is expected to time-vest over a remaining weighted-average period of 4.7 years. In September 2022, the Company granted 1,200,000 RSUs to a director, appointed to Interim CEO of the Company in March 2023, 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 year ended June 30, 2023 related to the RSUs of $3.0 million. As of June 30, 2023, $2.4 million of stock-based compensation related to the RSU remains unrecognized, which is expected to be recognized over a remaining weighted-average period of 1.4 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. 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 approved a modification of the awards to waive the performance condition in consideration of consummating the deSPAC. The Company recorded compensation expense of $1.1 million during the year ended June 30, 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 June 30, 2023, $2.5 million of stock-based compensation related to these RSUs remains unrecognized, which is expected to time-vest over a remaining weighted-average period of 3.97 years. The Company has 300,376 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 for the 300,376 performance-based options was satisfied in connection with a public liquidity event effective with the closing of the Merger. The Company recognized a modification expense to accelerate the service-based vesting condition associated with these options upon termination of the executive’s employment, which is included in the modification expense noted below. The Company did not record compensation expense during the year ended June 30, 2022 related to the options that contain a performance-based vesting condition satisfied by a public liquidity event as achievement of the performance-based vesting conditions was not deemed probable of occurring. The Company recorded $1.2 million in additional stock-based compensation expense due to modifications of individual stock option and RSU awards for certain executives upon termination from the Company for accelerated vesting and extension of award exercise periods in the year ending June 30, 2023. 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 period under the 2018 Plan and within a 30-day period under the 2008 Plan or they are forfeited. The following summary of the equity incentive plan activity is shown collectively for the 2022 Plan, the 2018 Plan and the 2008 Plan presented on an as converted basis to reflect the impact of the retroactive application of the recapitalization using the Exchange Ratio 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 year 11,213,615 0.73 6.66 Exercised (955,062) 0.61 Forfeited and expired (356,850) 1.33 Balance –June 30, 2023 9,901,703 0.72 4.40 Vested and expected to vest at June 30, 2023 9,901,703 0.72 4.40 $ 44,698 Exercisable at June 30, 2023 9,134,330 0.57 4.12 42,449 The aggregate intrinsic value of options exercised during fiscal years 2023 and 2022 was $4.4 million and $1.9 million, respectively. The weighted average grant date fair value of granted options during fiscal years 2023 and 2022 were zero and $1.19 , respectively. The following is a summary of the equity incentive plan RSU activity for the 2022 Plan and the 2018 Plan presented on an as converted basis to reflect the impact of the retroactive application of the recapitalization using the Exchange Ratio 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 year 350,426 7.98 Granted 5,795,240 3.75 Vested (1,119,826) 4.11 Forfeited (465,195) 3.58 Unvested Balance - June 30, 2023 4,560,645 4.00 Significant Assumptions used in Estimating Option Fair Value and Stock-Based Compensation Expense The Company estimated the fair values of each option awarded on the date of grant using the Black-Scholes-Merton option pricing model utilizing the assumptions noted below. • Risk-free interest rate — The risk-free interest rate was calculated using the average of the published interest rates of U.S. Treasury zero-coupon issues with maturities that approximate the expected term. The dividend yield assumption is zero as the Company has no history of, nor plans to distribute, dividend payments. • Expected term — The expected term of the options is based on the average period the stock options are expected to remain outstanding, calculated as the midpoint of the options vesting term and the contractual expiration period, as the Company did not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. • Expected volatility — The expected stock price volatility for the Company’s stock was determined by examining the historical volatilities of the Company’s industry peers as the Company did not have any trading history of its Common Stock. • Expected dividend yield — The dividend yield assumption is zero as the Company has no history of, nor plans to distribute, dividend payments. The assumptions used under the Black-Scholes-Merton option pricing model and the weighted average calculated value of the options granted to employees are as follows: As of As of June 30, June 30, 2023 2022 Risk-free interest rate — % 1.06 Expected term (in years) — 6.10 - 6.51 Expected volatility — % 45.84% - 46.15% Expected dividend yield — — Stock-based Compensation Expense Stock-based compensation expense, excluding stock-based compensation in capitalized software, related to employees and non-employees as well as expense associated with earnout shares noted below, by function is as follows: Year ended June 30, 2023 2022 Research and development $ 2,247 $ 519 Sales and marketing 560 424 General and administrative 5,892 966 $ 8,699 $ 1,909 Stock-based compensation allocated to cost of goods sold was not material for the years ended June 30, 2023 and 2022. The weighted-average grant date fair value of options vested during the years ended June 30, 2023 and 2022 was $1.48 and $1.05, respectively. As of June 30, 2023, the unrecognized stock-based compensation expense related to outstanding unvested stock options was $1.7 million which is expected to be recognized over a weighted-average period of 2.02 years. During the year ended June 30, 2023 the Company recorded $4.9 million 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 year ended June 30, 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 year ended June 30, 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 offering periods. At the end of each offering period, employees are able to purchase shares at the lesser of (i) 85% of the fair market value of the Company’s Common Stock on the first day of the offering period and (ii) 85% of the fair market value of the Company’s Common Stock on the last day of the offering period, based on the closing sales price of the Company’s Common Stock as quoted on the NASDAQ on such date. Other Stock-based Compensation In connection with the acquisition of CyborgOps (refer to Note 14), the Company issued 475,638 shares of Common Stock to employees of CyborgOps who had continued employment with the Company, which 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 years commencing on June 11, 2022. The fair value was determined to be $8.75 per share based on the acquisition date fair value. During the years ended June 30, 2023 and 2022, the Company recognized $0.9 million and $0.1 million of stock-based compensation expense related to these equity awards, respectively. In May 2023, the Company forfeited 256,891 unvested shares related to employees who were no longer employed with the Company. As of June 30, 2023, unrecognized stock-based compensation expense associated with these equity awards, as adjusted for terminations, was |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2023 | |
Income Taxes | |
Income Taxes | 12. Income Taxes The Company is subject to U.S. federal, state, and local corporate income taxes. The components of loss before taxes are as follows: June 30, 2023 2022 United States $ (34,596) (56,644) International 125 100 Total loss before taxes $ (34,471) (56,544) June 30, 2023 2022 Current: United States $ — $ — State 9 17 International — — Total current tax provision 9 17 Deferred: United States — (234) State — (13) International — — Total deferred tax (benefit) provision — (247) Total tax (benefit) provision $ 9 $ (230) The Company’s effective income tax rate reconciliation is composed of the following for the periods presented: June 30, 2023 2022 Federal statutory rate 21.00% 21.00% State tax net of federal benefit 0.00% (0.01)% Tax credits and foreign rate differential 1.26% 0.70% Change in fair value of warrants and convertible notes (3.33)% (0.59)% Convertible debt 29.41% (7.03)% Other (2.54)% 0.61% Change in valuation allowance (45.80)% (14.27)% Benefit (provision) for income taxes (0.00%) 0.41% The components of net deferred tax assets are as follows (in thousands): June 30, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 43,032 $ 31,038 Deferred revenue 127 1,823 Tax credits 5,627 4,795 Stock based compensation 940 295 Capitalized Research and Development 3,259 — Non deductible interest 3,938 1,221 Lease liability 110 — Accruals and reserves 609 590 Other 32 — Total deferred tax assets 57,674 39,762 Less: valuation allowance (56,492) (38,750) Total deferred tax assets, net of valuation allowance 1,182 1,012 Deferred tax liabilities: Intangibles (1,074) (926) Other (108) (86) Total deferred tax liabilities (1,182) (1,012) Net deferred tax assets $ — $ — Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. The Company considers the scheduled reversal of deferred tax liabilities (including the effect of available carryback and carryforward periods), as well as projected pre-tax book income in making this assessment. To fully utilize the net operating loss (“ NOL ”) and tax credits carryforwards, the Company will need to generate sufficient future taxable income in each respective jurisdiction. As of June 30, 2023, the Company had federal and state NOLs for approximately $38.2 million and $58.2 million, respectively, which begin to expire in 2029 if not utilized. The Company had federal NOLs for approximately $148.5 million which do not expire. The use of the NOLs may be subject to certain limitations under Section 382 of the Internal Revenue Code of 1986 (the “Code”) and similar state tax law. As of June 30, 2023, the Company had research and development tax credit carryforwards of approximately $5.7 million and $5.3 million for federal and state tax purposes, respectively. The federal credits begin to expire in 2029 and the state tax credits do not expire. Utilization of the NOL carryforwards and credits may be subject to a substantial annual limitation due to ownership changes that may have occurred previously or that could occur in the future, as provided by Section 382 of the Code, as well as similar state provisions. Such annual limitation could result in the expiration of net operating losses and credits before their utilization. Uncertain Tax Positions The total amount of gross unrecognized tax benefits was $5.5 million as of June 30, 2023, of which none would affect the effective tax rate if recognized because such recognition would result in an increase in the deferred tax assets with a corresponding increase in the valuation allowance, therefore having no impact. The aggregate changes in the balance of gross unrecognized tax benefits are as follows (in thousands): June 30, 2023 2022 Balance at beginning of year $ 4,916 $ 4,189 Decrease related to prior period tax positions (167) — Increase related to current year tax positions 711 727 Balance at end of year $ 5,460 $ 4,916 The amount of unrecognized tax benefits relating to the Company’s tax positions is subject to change based on future events including, but not limited to, the settlements of ongoing audits and/or the expiration of applicable statute of limitations. Although the outcomes and timing of such events are highly uncertain, the Company does not expect the unrecognized tax benefits to change significantly over the next 12 months. The Company files U.S. federal and various state and local income tax returns, including the State of California. The Company has no ongoing tax examinations by the U.S. income tax authorities at this time. The Company is subject to U.S. federal, state or local income tax examinations for all prior years. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Jun. 30, 2023 | |
Net Loss Per Share | |
Net Loss Per Share | 13. Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share attributable to Common Stockholders for the periods presented: Year ended June 30, 2023 2022 Numerator: Net loss attributable to Common Stockholders, basic and diluted $ (34,480) $ (56,314) Denominator: Weighted-average shares used in computing net loss per share attributable to Common Stockholders, basic and diluted 46,499,850 27,268,887 Net loss per share attributable to Common Stockholders, basic and diluted $ (0.74) $ (2.07) The potential 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: Year Ended June 30, 2023 2022 Stock options and RSUs 14,462,348 11,568,090 Convertible notes — 5,827,990 Common stock warrants 21,050,077 4,658,865 Common stock subject to vesting - CyborgOps 103,814 475,638 Total potential shares of common stock excluded from the computation of diluted net loss per share 35,616,239 22,530,583 T he Company excluded 14,397,022 earnout shares from the calculation of diluted EPS for the year ended June 30, 2023 as they are subject to market conditions for which the necessary conditions have not been satisfied. The Company excluded 300,376 options from the calculation of diluted EPS for the year ended June 30, 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 satisfied as of June 30, 2022. |
CyborgOps Acquisition
CyborgOps Acquisition | 12 Months Ended |
Jun. 30, 2023 | |
CyborgOps Acquisition | |
CyborgOps Acquisition | 14. CyborgOps Acquisition On May 23, 2022, the Company entered into an Asset Purchase Agreement (“Asset Purchase Agreement”) with CyborgOps, a provider of artificial intelligence-based products and services for merchants’ phone answering and ordering systems, to purchase substantially all of its assets and assume certain liabilities. The transaction closed on May 23, 2022. The purpose of the acquisition was to allow the Company to accelerate its development of the Company’s technology, including acquiring CyborgOps’ assembled workforce to assist in such development. Pursuant to the Asset Purchase Agreement, the stockholders of CyborgOps were entitled to receive up to $6.8 million in total consideration, consisting of 601,764 shares of the Company’s Common Stock valued at $8.75 per share and $1.5 million in cash consideration, consisting of $0.1 million in cash paid upon closing and a $1.4 million promissory note. The promissory note had interest at 5% and required monthly payments of $50 thousand, consisting of interest and principal payments, beginning in June 2022. All of the unpaid principal and accrued interest was paid off at the close of the Merger. Of the $6.8 million total consideration, $2.2 million was accounted for as consideration transferred, consisting of $0.2 million in cash paid upon closing, $1.0 million deferred cash consideration and $1.1 million of stock consideration, representing the conveyance to the former stockholders of 126,126 Company shares valued at $8.75 per share. On the acquisition date, the remaining 475,638 shares are accounted for as stock -based compensation because the shares are subject to forfeiture based on post -acquisition time -based service vesting over four years (refer to Note 11). In fiscal year 2023, 256,891 of the awards were cancelled due to the termination of the employees by the Company. The promissory note was accounted for as post -acquisition compensation expense due to certain cancellation and forgiveness provisions based on continuing employment requirements of certain employees, who were also the primary owners of CyborgOps. The continuing employment conditions were not met, however the loan was paid off in fiscal 2023 at the time of the Merger. The acquisition has been accounted for as a business combination under the acquisition method and, accordingly, the total purchase price is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair value on the acquisition date. The fair value of the assets acquired was developed technology intangible assets of $1.3 million (refer to Note 4), $0.2 million deferred tax liability and goodwill of $1.2 million. Except for these assets and liabilities, CyborgOps did not have other material assets or other material liabilities that were assumed by the Company. The intangible assets were measured using the replacement cost method. The goodwill is primarily attributable to the assembled workforce and is not deductible for tax purposes. The revenue and earnings of the acquired business have been included in the Company’s results since the acquisition date. The Company incurred approximately $0.2 million in acquisition -related costs, which were expensed as incurred in general and administrative in the Company’s consolidated statement of operations and comprehensive loss. The acquisition did not result in material contributions to revenue or net loss in the consolidated financial statements during the year ended June 30, 2022. Additionally, pro forma financial information is not provided for consolidated revenue and net loss per share as such amounts attributable to CyborgOps were not material. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions | |
Related Party Transactions | 15. Related Party Transactions During the year ended June 30, 2023, as part of the Company’s private placement that closed in May 2023, the Company received $3.0 million of proceeds in exchange for 1,500,000 newly issued shares of Common Stock of the Company from Cleveland Avenue, LLC, an entity which holds a greater than 10% interest in the Company, and therefore is a related party. A board member of the Company also is an officer of Cleveland Avenue, LLC. 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 and has a financial interest (“affiliated entities”) and were classified as a current liability on the 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 year ended June 30, 2023. As of June 30, 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 year ended June 30, 2023, the Company received an equity investment of $1.0 million from an investor who held a significant portion of the Company’s convertible promissory notes at the time of the investment in exchange for 133,133 shares in the Company. Refer to Note 9 for further details. Additionally, during the year ended June 30, 2023, the Company granted 1,200,000 of RSUs to a director of the Company who was appointed Interim CEO in March 2023, with a grant date fair value of $4.56 per RSU. Refer to Note 11 for further details. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2023 | |
Subsequent Events | |
Subsequent Events | 16. Subsequent Events Third Amendment to Credit Agreement and expected to close on or around October 16, 2023 , and (2) and (3 Upon the effectiveness of the Third Amendment, the Company will obtain waivers of all previous financial covenant breaches. Further, the Third Amendment also eliminates all financial covenants with the exception of two which are a minimum cash collateral balance of $10.0 million and the “cash burn” covenant. The definition of this covenant was also revised to allow for the exclusion of certain expenses from the calculation, including severance and certain outside professional fee expenses. New agreed upon “cash burn” covenant levels were also agreed upon. Subject to certain excluded payments, the decrease in operating cash may not exceed an agreed amount for each rolling subject to certain customary operating fluctuations and adjustments. The amount is set at $10.7 million for October 2023, $11.4 million for November 2023 and $10.3 million for December 2023, and declines after that date. The Third Amendment also provides that, with respect to interest accruing for the interest periods ending September 30, 2023 through to January 31, 2024, the Company may elect that 100% of the accrued but unpaid interest under the Term Loans may be capitalized as principal, or “PIK Interest” on a monthly basis. After January 31, 2024, the Company request that Third Amended and Restated Fee Letter On October 10, 2023, Presto, in connection with the Third Amendment and in consideration for Metropolitan’s entering into the Third Amendment, entered into the Third Amended and Restated Fee Letter (the “Third Amendment Fee”) with Metropolitan, pursuant to which the Company paid an amendment fee equal to $100 thousand and granted warrants to purchase 25,000 shares of Common Stock, par value $0.0001 per share of the Company, with an exercise price of $0.01 per share (the “Third Amendment Fee Warrants”) and, together with the Third Amendment Conversion Warrants, the “Third Amendment Warrants”), to Metropolitan Entities. Warrants to Purchase Common Stock On October 10, 2023, in accordance with the terms of the Third Amendment and the Third Amendment Fee Letter, the Company executed the Third Amendment Warrants to Purchase Common Stock with each of the Metropolitan Entities. The Third Amendment Warrants were granted in connection with Metropolitan entering into the Third Amendment and the Third Amendment Fee Letter and contain similar terms as the First Amendment Warrants and Second Amendment Warrants. See Note 10. Lock-Up Agreements Securities Purchase Agreement On October 10, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Purchaser, pursuant to which the Company agreed to sell an aggregate of 1,500,000 newly issued shares of the Company’s common stock, $ 0.0001 par value per share (the “Common Stock”), at a purchase price of $2.00 per share (the “Private Placement”) for an aggregate purchase price of $3.0 million. The Purchase Agreement contains customary representations, warranties and covenants of the parties, and the closing is subject to customary closing conditions. In addition, the Purchase Agreement includes anti-dilution provisions relating to future issuances or deemed issuances of Common Stock from the closing date to April 1, 2024 at a price per share below $2.00 per share, which would require the Company to issue additional shares of Common Stock to the Purchaser, upon the terms and subject to the conditions contained in the Purchase Agreement. The Private Placement is expected to close on or around October 16, 2023. Registration Rights Agreement On October 10, 2023, in connection with the terms of the Third Amendment, the Company entered into the Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchaser, pursuant to which Presto agreed to provide customary registration rights to the Purchaser with respect to the shares of Common Stock issuable pursuant to the Purchase Agreement described above. CEO Transition and Interim CFO Appointment On July 30, 2023, Krishna Gupta tendered his resignation as interim Chief Executive Officer of the Company effective immediately. Mr. Gupta remains a director and Chairman of the Board. On August 1, 2023, the Board appointed Xavier Casanova to serve as Chief Executive Officer. Mr. Casanova, 47, has served as Chief Operating Officer of the Company since March 2023. He previously served as Chief Product Officer of Presto since July 2022. On August 1, 2023, the Board appointed Stanley Mbugua to serve as Interim Chief Financial Officer. Mr. Mbugua has served as Chief Accounting Officer of the Company since March 2023, a role in which he will remain while serving as Interim Chief Financial Officer. The Company is in the process of finalizing the compensation and terms of separation of the Company with Mr. Gupta and determining potential changes to the compensation arrangements for Mr. Casanova and Mbugua. |
Summary of Business and Signi_2
Summary of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 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 The Company is the developer of enterprise grade AI and automation solutions to the restaurant technology industry that are designed to decrease labor costs, improve staff productivity, increase revenue and enhance the guest experience. The Company offers an AI solution (“Presto Voice”) to quick service restaurants (QSR) and a pay-at-table tablet solution (“Presto Touch”) to casual dining chains. Presto Voice can complete complex orders, including large orders with multiple menu modifications and add-ons with limited on-site restaurant staff intervention. Some of the most recognized restaurant names in the United States are among the Company’s customers including Carl’s Jr., Hardee’s, Del Taco and Checkers for Presto Voice and Applebee’s, Chili’s and Red Lobster for Presto Touch. Following the Company’s founding in 2008, the Company initially focused exclusively on Presto Touch. As of June 30, 2023, the Company had shipped over 277,000 Presto Touch tablets to three of the largest casual dining chains in the United States. While Presto Touch has accounted for substantially all of the Company’s historical revenues, the Company believes that Presto Voice will contribute an increasing portion of its revenues in the future. Presto Voice addresses the pressing needs of restaurant operators by improving order accuracy, reducing labor costs and increasing revenue through menu upselling, while also providing guests with an improved drive-thru experience. The Company believes its solutions help restaurant operators address their business challenges with compelling end-to-end solutions that seamlessly integrate into a restaurant’s existing technology stacks. |
Fiscal Year | Fiscal Year The Company’s fiscal year ends on June 30. References to fiscal 2023 or year 2023, for example, refer to the fiscal year ended June 30, 2023. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“ U.S. GAAP SEC FASB |
Use of Estimates | Use of Estimates The preparation of 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. The most significant estimates are related to the fair value of certain financial instruments which includes warrant liabilities. Other 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, 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, 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. |
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”), from 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 subscriptions 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 June 30, 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 warrants, stock options and RSUs) of Legacy Presto were canceled and converted using the Exchange Ratio with the holders receiving equivalent outstanding equity awards (including warrants, stock options and RSUs) 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 As of June 30, 2023, unrecognized stock-based compensation expense is $7.3 million which is expected to be recognized over a weighted-average period of 1.3 years. Stock-based compensation for awards with a performance-based vesting condition that was previously deemed not probable to occur, was modified during the year ended June 30, 2023 to waive the performance condition which resulted in an immaterial recognition of expense. As of June 30, 2023, 602,978 earnout shares held by current employees and directors were forfeited. The earnout shares given to common stockholders who are not current employees and directors and warrant holders have been recorded with equal and offsetting effects on additional paid-in capital on its consolidated balance sheet. As of June 30, 2023, all of the earnout shares remain unissued as the conditions to issuance have not been achieved. Unvested Sponsor Share Arrangement with Sponsors At the Closing, 444,500 shares held by the Sponsors (the “Unvested Sponsor Shares”) became subject to the following vesting and forfeiture provisions: (i) the first 25% of such Unvested Sponsor 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 Sponsor 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 Sponsor 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 Sponsor 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 Sponsor Shares shall not vest and shall be automatically forfeited and cancelled for no consideration. In the event of a change of control, any Unvested Sponsor Shares shall automatically vest. As of June 30, 2023, all of the Unvested Sponsor Shares remain unvested as the vesting conditions have not been achieved. The Company has concluded that the Unvested Sponsor 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 June 30, 2023 the Company recorded a gain on remeasurement of $0.2 million, which is included in change in fair value of warrants and convertible promissory notes in the consolidated statement of operations and comprehensive 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 U.S. GAAP Business Combinations Total net liabilities of Ventoux assumed by the Company were $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. CyborgOps As a consequence to the closing of the Merger, bonus and deferred consideration amounts owed to certain founding members of CyborgOps Inc. (“CyborgOps”), the entity to which the Company entered into an asset purchase agreement with on May 23, 2022 , |
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 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. |
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, the need to expand the number of its customers, long sales cycles, competition from alternative products and larger companies, the need for additional financing to fund future operations, and the need to reduce the number of human agents required for Presto Voice. |
Impact of COVID19 | Impact of COVID-19 The Company took several actions to mitigate the effects of the COVID-19 pandemic on its operations and customers. 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 year ended June 30, 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. The commercial cleaning products 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 related to the issue of $0.6 million for the year ended June 30, 2022. 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. |
Liquidity and Capital Resources | Liquidity and Capital Resources As of June 30, 2023 the Company’s principal sources of liquidity were cash and cash equivalents of $15.1 which were held for working capital purposes. This excludes $10.0 million of restricted cash as of June 30, 2023. 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 and common stock. The Company has incurred recurring operating losses since its inception, including operating losses of $56.4 million for the year ended June 30, 2023. As of June 30, 2023 the Company had an accumulated deficit of $235.3 million. 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, timing of cash collections from customers and other risks. While the Company received net cash of $49.8 million from the completion of the Merger, raised net cash proceeds of $13.7 million from the issuance of new debt net of the payment of certain legacy debt obligations and received $9.5 million from the sale of common stock in a May 31, 2023 private placement (the “Private Placement”), additional capital infusions will be necessary in order to fund operating expenses, currently anticipated expenditures, and other obligations as they come due. The Company’s future capital requirements will depend on many factors, including the revenue growth rate, 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 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. The Company cannot be sure that any additional financing will be available on acceptable terms, if 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 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, cash equivalents, restricted cash and accounts receivable. The Company maintains its cash, cash equivalents and restricted cash 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 brands (including, as applicable, the franchisees of such restaurants aggregated as a single customer for reporting purposes) accounted for more than 10% of revenues: Year ended June 30, 2023 2022 Customer A 59 % 53 % Customer B 19 % 25 % Customer C 16 % 15 % 94 % 93 % The following restaurant brands (including, as applicable, the franchisees of such restaurants aggregated as a single customer for reporting purposes) accounted for more than 10% of accounts receivable: As of June 30, As of June 30, 2023 2022 Customer A 43 % 31 % Customer B 14 % 41 % Customer D 37 % 11 % 94 % 83 % * The Company is exposed to vendor concentration risk as it purchases its next generation version of Presto Touch tablets and other equipment from one supplier. The Company’s operating results could be adversely affected in the event that the vendor increases its prices or incurs disruptions in its supply of goods or services. |
Financial Institutions | Financial Institutions Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents and restricted cash on deposit with financial institutions, the balances of which frequently exceed federally insured limits. On March 10, 2023, Silicon Valley Bank 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 the Company does business were to be placed into receivership, the Company may be unable to access the funds it has on deposit with such institutions. If the Company is unable to access its cash and cash equivalents and restricted cash as needed, the Company’s financial position and ability to operate its business could be adversely affected. The Company had $24.6 million in deposits in excess of the FDIC limits at June 30, 2023. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid financial instruments purchased with original maturities of three months or less to be cash equivalents. As of June 30, 2023 and 2022, cash and cash equivalents consist of cash and money market funds held in financial institutions. |
Restricted Cash | Restricted Cash Restricted cash consists primarily of cash that is required to be held as collateral pursuant to the Company’s Credit Agreement (refer to Note 7). Any cash that is legally restricted from use is classified as restricted cash. If the purpose of restricted cash relates to acquiring a long-term asset, liquidating a long-term liability, or is otherwise unavailable for a period longer than one year from the balance sheet date, the restricted cash is included in other long-term assets. Otherwise, restricted cash is included in other current assets in the consolidated balance sheets. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income (loss). The Company has no components of other comprehensive loss. Therefore, net loss equals comprehensive loss for all periods presented. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires the Company to maximize the use of observable inputs. |
Warrants | Warrants The Company accounts for 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 input in the Black-Scholes valuation model. 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 consolidated statement of operations and comprehensive 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. |
Accounts Receivable, Net and Allowance for Doubtful Accounts | Accounts Receivable, Net and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amounts net of an allowance for doubtful accounts. The Company regularly reviews the outstanding accounts receivable and allowance for doubtful accounts and at each reporting date, makes judgments as to collectability of outstanding receivables. The Company determines the allowance for doubtful accounts receivable by making its best estimate of specific uncollectible accounts considering its historical accounts receivable collection experience and the information that management has regarding the current status of the Company’s accounts receivable balances. The allowance for doubtful accounts at June 30, 2023 and 2022 was $0.7 million and $0.4 million, respectively. |
Inventories | Inventories Inventories are valued at the lower of cost or net realizable value using the weighted average cost method, which approximates the first-in first-out inventory method. This method is consistent and valued separately across new inventories and refurbished inventories. Inventories are comprised of finished goods (tablets) and related component parts. The Company purchases its inventories from a third-party manufacturer as finished goods and stores the inventory partially in its own warehouse and partially at a third-party warehouse. The Company establishes provisions for excess and obsolete inventories after an evaluation of historical sales, future demand and market conditions, expected product life cycles, and current inventory levels to reduce such inventories to their estimated net realizable value. Such provisions are made in the normal course of business and are charged to cost of revenue in the consolidated statements of operations and comprehensive loss. The provision for excess and obsolete inventories was immaterial for the years ended June 30, 2023 and 2022. |
Business Combinations | Business Combinations The Company accounts for acquisitions using the acquisition method of accounting. Assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration transferred in a business combination, including any contingent consideration, is allocated to the assets acquired and liabilities assumed based on their respective fair values. The excess of the consideration transferred over the fair values of the assets acquired and the liabilities assumed is recorded as goodwill. |
Intangible Assets, Net | Intangible Assets, Net Intangible assets consist of the Company’s capitalized software costs, developed technology as part of the Company’s acquisition of CyborgOps and domain name rights acquired for “Presto.com”. The Company’s domain name is being amortized on a straight-line basis over 15 years. The capitalized software and developed technology |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, are stated at cost, less accumulated depreciation. Substantially all of the Company’s property and equipment is comprised of Presto Touch tablets which are leased to customers. Property and equipment, net also includes equipment and software for general employee use. Depreciation is recognized using the straight-line method over the estimated useful lives of the respective assets, which is four years for Presto Touch tablets and three years for other property and equipment. Leasehold improvements are depreciated over the shorter of the life of the assets or the remaining term of the lease. Routine maintenance and repair costs are expensed as incurred. The costs of major additions, replacements and improvements are capitalized. Gains and losses realized on the sale or disposal of property and equipment are recognized or charged to other expense, net in the consolidated statements of operations and comprehensive loss. For Presto Touch tablets classified as property and equipment, net, the Company has historically entered into equipment financing facilities to finance the tablets while transferring ownership of the tablets to the financing partner. The Company accounts for these as property and equipment with a corresponding financing obligation, as the Company retains substantially all of the benefits and risks of ownership of the property sold. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the carrying value of long-lived assets on an annual basis, or more frequently whenever circumstances indicate a long-lived asset may be impaired. When indicators of impairment exist, the Company estimates future undiscounted cash flows attributable to such assets. In the event cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair value. For the years ended June 30, 2023 and 2022, the Company recorded nil and $0.6 million, respectively, in write offs related to the impairment of tablets. Refer to Note 4 for further details. |
Financing Obligations | Financing Obligations The Company entered various arrangements in which the Company incurred financing obligations in exchange for an upfront payment. The Company recognizes interest on the financed amount using either the effective interest method or stated interest, depending on the arrangement. |
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, Canada and subsequent to June 30, 2023, in India. The Company earns substantially 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 consolidated statements of operations and comprehensive loss. |
Leases | Leases The Company leases real estate facilities under non-cancelable operating leases 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 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 agreements contain 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; lease expense from these leases is recognized on a straight-line basis over the lease term. |
Revenue Recognition | Revenue Recognition The Company accounts for its revenue in accordance with ASC 606 Revenue from Contracts with Customers. Revenue is recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services, net of any taxes collected from customers (e.g., sales and other indirect taxes), which are subsequently remitted to government authorities. During the years ended June 30, 2023 and 2022, the Company derived its revenues from two revenue streams: (1) sales and leases of the Presto Touch and Presto Voice solutions and leases of the Presto Touch solution, which includes hardware, hardware accessories, software and customer support and maintenance (“ 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 and Presto Voice solutions, which are recognized ratably over the life of the contract. Part of the total contract value is due upon execution of the contract, and the remainder is due monthly over the term of the contract. Revenue from the Presto Touch continuous access to the Company’s SaaS platform, is satisfied ratably over the contract period as the service is provided. Pursuant to an agreement with Hi Auto Ltd. (“Hi Auto”), the Company remits a revenue share associated with Presto Voice at Checkers locations. As the Company has determined that it serves as an agent in the relationship because it does not control the Presto Voice hardware, software and other services and is not primarily responsible for fulfilling the obligations to the customer, the Company recognizes this revenue net of the revenue share amount paid to Hi Auto. The revenue share amount ranged from 64% to 68% of the gross billings to the restaurant operators for the years ended June 30, 2023 and 2022. Revenue for the year ended June 30, 2023 from Checkers also reflects, as a reduction to transaction price, the fair value of the warrant issued to them (refer to Note 2). The impact of the fair value of the warrant in 2022 was immaterial. The Company also pay Hi Auto a fee that is accounted for as cost of revenue which was $1.2 million for the year ended June 30, 2023. The Company also maintains an agreement with a legacy customer whereby it leases Presto Touch to that customer. 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 as it is the primary obligor responsible for fulfillment, controls the gaming license and its accessibility and has influence in establishing the price charged to the guest. The restaurant acts as a sales agent between the Company and the guest to upsell premium gaming content purchases during the dining experience. The Company determines revenue recognition through the following steps: 1. Identification of the contract, or contracts, with a customer — in connection with the Presto Touch solution, 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 guests, whereby the guest 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 solutions 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: (1) for the MSAs and license agreements, sales or leases of hardware, software-as-a-service (“ SaaS ”) and maintenance is one combined performance obligation (“ Presto Touch ”) and (2) for gaming agreements, the provision premium content, or gaming. Professional services were insignificant during the years ended June 30, 2023 and 2022. Presto Touch is considered a single performance obligation because each element of the Presto Touch solution 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 solution includes the capability of providing entertainment services, provided by the Company via internet. The games are only accessible over the internet, and upon the guest making the decision to pay for the content, the guest receives the right to access the game on the Presto Touch solution. Gaming fees are usage based through the guest’s use of the device and stipulated in a separate contract with the guest. Any fees that are incurred are collected by the restaurant as part of the normal payment for the dining check from the guest 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 of providing the Presto Touch solution and separate license agreements dictate the transaction price and typically outline as a price per store location or price per number of Presto Touch devices 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 solution. 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 solution 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. |
Costs Capitalized to Obtain Revenue Contracts | Costs Capitalized to Obtain Revenue Contracts Sales commissions and associated payroll taxes paid to internal sales personnel that are incremental costs resulting from obtaining a non-cancellable contract with a customer are capitalized and recognized over the estimated customer life, if material. Incremental costs incurred to obtain a contract were immaterial during the years ended June 30, 2023, and 2022. |
Deferred Revenue and Deferred Costs | Deferred Revenue and Deferred Costs Deferred revenue consists of deferred Platform revenue, which arises from timing differences between the advance payment and satisfaction of all revenue recognition criteria consistent with the Company’s revenue recognition policy. Deferred costs consist of the direct costs associated with the purchase of the hardware in the Presto Touch solution and other equipment, shipping and freight costs, and installation costs. Costs are deferred in the same manner as revenue that is deferred. Deferred revenue and associated deferred costs expected to be realized within one year are classified as deferred revenue, current, and deferred costs, current, respectively. |
Cost of Revenue | Cost of Revenue Platform Cost of Revenue Platform cost of revenue consists of four categories: product costs, shipping/freight costs, installation costs, and other costs. Product costs consist primarily of the cost to purchase the hardware and hardware accessories for the Presto Touch and Presto Voice solutions. Shipping/freight costs consist of all costs to transport equipment to restaurants. Installation costs consists primarily of the labor cost to install the hardware in each restaurant. Other costs include the amortization of capitalized software and product support costs, as well as certain costs paid to vendors supporting the development of software and hardware offerings used in Presto Touch and Presto Voice. The Company also incurs costs to refurbish and repair its Presto Touch tablets. These costs are expensed in the period in which they are incurred. As the costs are expected to be linear, they, therefore, will match with the timing of revenue recognition over time. In connection with these costs, the Company also accrues a liability at each reporting period for expected repair costs for customer tablets currently in the Company’s return merchandise authorization (“RMA”) process as of the reporting period, which gets charged to platform cost of revenue. Transaction Cost of Revenue Transaction cost of revenue consists primarily of the portion of the fees collected from guests that are paid to the restaurant as part of the revenue share agreement with each restaurant. As the Company bears the primary responsibility of the platform, the Company is the principal in the premium content transactions and restaurants act as the agent, whereby the Company records the restaurant portion of the revenue share as cost of revenue. The commissions paid to restaurants under the Company’s revenue share agreement range on average between 83% to 90% and 81% to 90% of premium gaming content revenue by customer brand for the years ended June 30, 2023 and 2022, respectively. |
Depreciation and Impairment Cost of Revenue | Depreciation and Impairment Cost of Revenue Depreciation and impairment cost of revenue consists primarily of the costs of assets that are included in property and equipment, net in the balance sheet that are amortized to cost of revenue and related impairment charges. |
Operating Expenses | Operating Expenses Operating expenses consist of sales and marketing, research and development, and general and administrative expenses. The largest single component of operating expenses is employee-related expenses, which include salaries, commissions and bonuses, stock-based compensation, and employee benefit and payroll costs. Research and development expenses consist primarily of employee-related costs associated with maintenance and the development of the Company’s solutions, and expenses associated with the use of third-party software directly related to the preliminary development and maintenance of the Company’s solutions and services, Sales and marketing expenses consist primarily of employee-related costs incurred to acquire new customers and increase product adoption across the Company’s existing customer base. Marketing expenses also include fees incurred to generate demand through various advertising channels and allocated overhead costs. General and administrative expenses consist primarily of expenses related to facilities, finance, human resources and administrative personnel and systems. General and administrative expenses also include costs related to fees paid for certain professional services, including legal, tax and accounting services and bad debt expenses. Loss on infrequent product repairs. Impact of COVID-19” |
Advertising Costs | Advertising Costs The Company’s advertising and promotional costs are expensed as incurred. Advertising costs were $75 thousand and $36 thousand for the years ended June 30, 2023 and 2022, respectively, and are included in sales and marketing expense. |
Net Loss Per Share | Net Loss Per Share The Company computes net loss per share, or earnings per share (“EPS”), following ASC Topic 260, Earnings per Share. Subsequent to the impact of the retroactive application of the recapitalization, the Company calculated basic net loss per share by dividing net loss attributable to common stockholders by the recapitalized weighted-average number of ordinary shares outstanding during the period. Net loss attributable to common stockholders is net loss minus convertible preferred stock dividends declared, of which there were none during the periods presented. The Company’s potentially dilutive securities, which include stock options and RSUs and warrants, have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive and reduce the net loss per share. Therefore, the weighted average number of the common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same for the years presented. Diluted EPS, when presented for net income, represents the dilutive effect on a per-share basis from the potential exercise of options and or warrants; the potentially dilutive effect of options or warrants are computed using the treasury stock method. Securities that that have a potentially anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from diluted EPS calculation. |
Stock-Based Compensation | Stock-Based Compensation The Company has a stock incentive plan under which incentive stock options and restricted stock units (“RSUs”) are granted to employees and directors and non-qualified stock options are granted to employees, investors, directors and consultants. The options and RSUs granted vest over time with a specified service period, except for performance-based grants. Stock-based compensation expense related to equity awards is recognized based on the fair value of the awards granted. The RSUs grant date fair value is determined based on our stock price on the date of grant. There were no stock options granted in fiscal year 2023. The fair value of the Company’s common stock underlying the awards granted in fiscal year 2022 and up to the close of the Merger had been determined by the Board of Directors of the Company (the “Board”) with input from management and third-party valuation specialists, as there was no public market for the Company’s common stock. The Board determined the fair value of the common stock by considering a number of objective and subjective factors including: the valuation of comparable companies, the Company’s operating and financial performance, the lack of liquidity of common stock, transactions in the Company’s preferred or common stock, and general and industry specific economic outlook, amongst other factors. The fair value of each option award is estimated on the grant date using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the fair value of the underlying common stock, risk-free interest rates, the expected term of the option, expected volatility, and expected dividend yield. The fair value of each RSU is the fair value of the underlying common stock on the grant date. The related stock-based compensation expense is recognized on a straight -line basis over the requisite service period of the awards, which is generally four to five years . For awards with performance conditions, the related cumulative stock -based compensation expense from inception to date is recognized when it is probable that the performance condition will be achieved. The Company accounts for forfeitures as they occur. The earnout shares are equity classified. The initial fair value of the earnout shares is determined based on “Level 3” inputs, due to a lack of market data over inputs such as the volatility and the time incurred to meet the minimum VWAP as discussed above. At initial recognition, the earnout shares were measured at fair value using the Monte Carlo valuation model. The valuation model utilized various key assumptions, such as volatility, discount rate and time incurred to meet the minimum VWAP. |
Employee Benefit Plans | Employee Benefit Plans The Company sponsors a 401(k) defined contribution plan covering eligible employees who elect to participate. The plan does not provide for any Company contributions. |
Shipping and handling costs and sales tax | Shipping and handling costs and sales tax Shipping and handling costs are classified as a component of cost of revenue. Fees charged to customers for shipping and handling are recorded as revenue. Sales tax collected from customers and remitted to taxing authorities is excluded from revenue and is included in accrued liabilities on the Company’s consolidated balance sheets. |
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign subsidiary is the U.S. Dollar (USD). Monetary assets and liabilities are remeasured using foreign currency exchange rates at the end of the period, and non-monetary assets and liabilities are held based on historical exchange rates. Transactions denominated in currencies other than USD are recorded at the average exchange rates during the year. Gains and losses due to foreign currency are the result of either the remeasurement of subsidiary balances or transactions denominated in currencies other than the foreign subsidiaries’ functional currency and are included in other income (expense), net in the Company’s consolidated statement of operations and comprehensive loss. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax asset and liability account balances are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is established when management estimates that it is more likely than not that deferred tax assets will not be realized. Realization of deferred tax assets is dependent upon future pretax earnings, the reversal of temporary differences between book and tax income, and the expected tax rates in future periods. The Company is required to evaluate whether tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount that is initially recognized. The Company records interest and penalties related to income tax matters in income tax expense. As of June 30, 2023 and 2022, the Company has no accrued interest and penalties related to uncertain tax positions. |
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 existing leases. The Company did not elect the practical expedient to use hindsight in determining the lease term and in assessing impairment of ROU assets. The adoption of the new standard resulted in the 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 consolidated statements of operations and comprehensive loss and the accompanying 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 740 in order to reduce the cost and complexity of its application. Most amendments within this guidance are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company adopted this guidance on July 1, 2022 and it did not have a material impact at the time of adoption on the Company’s consolidated financial statements. 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 |
Summary of Business and Signi_3
Summary of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 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 June 30, 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 | Year ended June 30, 2023 2022 Customer A 59 % 53 % Customer B 19 % 25 % Customer C 16 % 15 % 94 % 93 % As of June 30, As of June 30, 2023 2022 Customer A 43 % 31 % Customer B 14 % 41 % Customer D 37 % 11 % 94 % 83 % * |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Revenue | |
Schedule of deferred revenue | Deferred Revenue Balance as of June 30, 2021 $ 25,623 Additions 4,481 Revenue recognized (19,335) Balance as of June 30, 2022 $ 10,769 Deferred Revenue Balance as of June 30, 2022 $ 10,769 Additions 3,246 Revenue recognized (12,432) Balance as of June 30, 2023 $ 1,583 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements | |
Schedule of fair value of financial instruments | As of June 30, 2023 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents: Money market funds $ 13,884 $ — $ — $ 13,884 Total financial assets $ 13,884 $ — $ — $ 13,884 Financial liabilities: Unvested Sponsor Shares liability $ — $ — $ 1,399 1,399 Warrant liabilities — — 25,867 25,867 Total financial liabilities $ — $ — $ 27,266 $ 27,266 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 June 30, June 30, 2023 2022 Risk-free interest rate 4.19 % 3.00 % Expected term (in years) 4.75 5.93 Expected volatility 56.76 % 65.72 % Expected dividend yield — — Exercise price $ 4.50 $ 7.48 |
Schedule of cumulative difference between carrying amount and the fair value | As of and for the Year Ended June 30, 2022 Carrying Amount Amount Charged to Earnings to Date 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 Sponsor 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 — 7,701 — Recognition of warrants and unvested sponsor shares liabilities assumed upon Merger — 9,388 1,588 Change in fair value (48,271) 5,459 (189) Conversion of warrant liabilities and convertible promissory notes (41,392) — — Balance at June 30, 2023 $ — $ 25,867 $ 1,399 Convertible Promissory Unvested Notes and Sponsor Embedded Warrant Shares Warrants Liabilities Liability Balance at June 30, 2021 $ 62,581 $ 1,434 $ — Issuance of convertible promissory notes 8,150 — — Issuance of warrants — 1,118 Change in fair value 18,932 1,597 — Balance at June 30, 2022 $ 89,663 $ 4,149 $ — |
Unvested sponsor shares liability | |
Fair Value Measurements | |
Schedule of weighted-average assumptions made in estimating the fair value | As of June 30, 2023 As of Merger Date Expected volatility 70.4 % 76.2 % Expected term (in years) 4.2 5.0 Risk-free interest rate 4.2 % 3.7 % |
Consolidated Balance Sheet Co_2
Consolidated Balance Sheet Components (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Consolidated Balance Sheet Components | |
Schedule of accounts receivable, net | As of June 30, 2022 Allowance for doubtful accounts, beginning of year - June 30, 2021 $ 902 Additions 265 Recoveries (338) Write-offs (476) Allowance for doubtful accounts, end of year - June 30, 2022 353 Additions 691 Recoveries — Write-offs (298) Allowance for doubtful accounts, end of year - June 30, 2023 $ 746 |
Schedule of inventories | As of As of June 30, June 30, 2023 2022 Finished goods $ 629 $ 869 Total inventories $ 629 $ 869 |
Schedule of prepaid expenses and other current assets | As of As of June 30, June 30, 2023 2022 Security deposits $ 27 $ 351 Other receivables 280 — Prepaid expenses 432 263 Prepaid insurance 423 93 Total prepaid expenses and other current assets $ 1,162 $ 707 |
Schedule of property and equipment | As of As of June 30, June 30, 2023 2022 Tablets $ 5,774 $ 5,663 Computer equipment 634 519 Software 4 562 Total property and equipment 6,412 6,744 Less: accumulated depreciation (5,503) (4,769) Property and equipment, net $ 909 $ 1,975 |
Schedule of property and equipment useful life | Years Tablets 4 Computer equipment 3 Software 3 Leasehold improvements Shorter of estimated |
Schedule of intangible assets | As of As of June 30, June 30, 2023 2022 Capitalized software $ 9,754 $ 3,135 Developed technology 1,300 1,300 Domain name 151 151 Intangible assets, gross 11,205 4,586 Less: accumulated amortization (677) (360) Intangible assets, net $ 10,528 $ 4,226 Years Capitalized software 4 Developed technology 4 Domain Name 15 |
Schedule of future amortization expense | 2024 $ 335 2025 335 2026 308 2027 10 2028 10 Thereafter 46 Total $ 1,044 |
Schedule of accrued liabilities | As of As of June 30, June 30, 2023 2022 Accrued expenses $ 253 $ 2,176 Accrued vacation 868 874 Accrued payroll 1,208 1,686 Operating lease liability, current 355 — Accrued interest 375 402 Accrued repair cost (Refer to Note 8) 392 724 Accrued sales tax 134 86 Accrued other 734 267 Total accrued liabilities $ 4,319 $ 6,215 |
Schedule of other long-term liabilities | As of As of June 30, June 30, 2023 2022 Unvested Sponsor Shares liability $ 1,399 $ — Operating lease liability, net of current portion 136 — Total other long-term liabilities $ 1,535 $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Leases | |
Schedule of supplemental information related to the Company's operating lease | Operating cash flows used for operating lease $ 432 Operating lease liability arising from obtaining ROU asset (1) $ 491 Weighted average remaining lease term 1.4 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-cancellable operating lease agreement during the year ended June 30, 2023. |
Schedule of future minimum lease payments under the Company's non-cancelable operating leases | As of June 30, 2023 2024 $ 404 2025 143 Gross lease payments 547 Less: imputed interest (56) Present value of net future minimum lease payments $ 491 |
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) | 12 Months Ended |
Jun. 30, 2023 | |
Financing Obligations | |
Schedule of financing obligations net of discounts | As of June 30, As of June 30, 2023 2022 Receivable financing facility $ 4,067 $ 5,911 Equipment financing facility 609 2,929 Total financing obligations 4,676 8,840 Less: financing obligations, current (1,676) (8,840) Total financing obligations, noncurrent $ 3,000 $ — |
Debt Arrangements (Tables)
Debt Arrangements (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Debt Arrangements | |
Schedule of Debt | As of June 30, As of June 30, 2023 2022 Convertible promissory notes $ — $ 89,663 Credit Agreement 50,639 — Term loans — 25,443 PPP Loan — 2,000 Total debt 50,639 117,106 Less: debt, current (50,639) (115,106) Total debt, noncurrent $ — $ 2,000 |
Schedule of Maturities of Debt | As of June 30, 2023 2024 $ — 2025 — 2026 60,448 Total future payments on debt obligations $ 60,448 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Stockholders' Deficit | |
Schedule of the preferred stock outstanding and other related information | June 30, 2022 Common Stock Original Net Issuable Issue Shares Shares Carrying Liquidation Upon Price Authorized Outstanding Value Preference Conversion Series A $ 0.3017 9,410,799 8,621,800 2,567 2,601 8,621,800 Series AA-1 9.3597 1,131,190 1,024,349 9,520 9,588 1,024,349 Series AA-2 3.3215 169,083 169,083 546 562 169,083 Series B 0.9959 10,364,829 10,364,829 10,131 10,322 10,364,829 Series B-1 0.6711 4,619,282 4,619,282 3,100 3,100 4,619,282 Series C 6.608 3,026,634 1,513,316 9,965 10,000 1,513,316 Series C-1 5.2864 2,030,761 2,030,761 10,735 10,735 2,030,761 Total 30,752,578 28,343,420 $ 46,564 $ 46,908 $ 28,343,420 |
Schedule of common stock reserved for future issuance | As of June 30, 2023 Warrants to purchase Common Stock 21,315,453 Common Stock options and RSUs 14,462,348 Equity awards available for future grants 1,085,462 Earnout shares 14,397,022 51,260,285 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Warrants | |
Schedule of warrants on common stock outstanding | As of June 30, 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 [I] 5 Equity Common September 2027 $ 11.50 6,125,000 [J] 5 Liability Common March 2028 $ 0.01 400,000 [G] 5 Liability Common May 2028 $ 0.01 2,500,000 [H] 5 Liability Total 21,315,453 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 should one occur. [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 June 30, 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 should one occur 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 into Common Stock contingent on rollouts of the Company’s products and services to the warrant holder. The number of shares of Common Stock represents the maximum number of shares to be issued to the warrant holder of 404,961, of which 66,396 and 321,943 remained contingent as of June 30, 2023 and June 30, 2022, respectively. Expense related to the cost of these warrants is being recognized as a reduction to revenue in the Company’s consolidated statements of operations and comprehensive 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, if one should occur. [G] — In connection with the First Amendment to the Credit Agreement, the Company issued 400,000 warrants to the Lenders as a fee. The warrant holder may redeem for cash, the First Amendment Warrants at their fair value in the event of a (i) consolidation or merger with or into another party, (ii) a sale, assignment, transfer or disposal of substantially all of the Company’s assets, (iii) purchase, sale or tender of the Company’s Common Stock where the beneficial owner owns more than 50% of the Company’s Common Stock, and (iv) a reorganization, recapitalization or reclassification of the Company’s Common Stock. Refer to Note 7 for further details. [H] — In connection with the effectiveness of the Second Amendment to the Credit Agreement, the Company issued the Second Amendment Warrants. The Second Amendment Warrants may be exercised for cash or pursuant to a net exercise at any time on or before the date that is the five year anniversary of the date of the issuance of the warrants; provided [I] — Represents 17,250,000 public warrants, assumed as part of the Merger, that are exercisable for one [J] The private warrants are exercisable for a price of $11.50 per whole share and are non-redeemable so long as they are held by the initial purchasers or their affiliates. If transferred, the Company may redeem the public warrants at an exercise price of $0.01 per share if, and only if, the reported last sale price of the share of Common Stock equals or exceeds $16.50 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jun. 30, 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 year 11,213,615 0.73 6.66 Exercised (955,062) 0.61 Forfeited and expired (356,850) 1.33 Balance –June 30, 2023 9,901,703 0.72 4.40 Vested and expected to vest at June 30, 2023 9,901,703 0.72 4.40 $ 44,698 Exercisable at June 30, 2023 9,134,330 0.57 4.12 42,449 |
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 year 350,426 7.98 Granted 5,795,240 3.75 Vested (1,119,826) 4.11 Forfeited (465,195) 3.58 Unvested Balance - June 30, 2023 4,560,645 4.00 |
Schedule of assumptions used under Black-Scholes-Merton option pricing model and weighted average value of the options granted to employees | As of As of June 30, June 30, 2023 2022 Risk-free interest rate — % 1.06 Expected term (in years) — 6.10 - 6.51 Expected volatility — % 45.84% - 46.15% Expected dividend yield — — |
Summary of stock-based compensation expense excluding stock-based compensation in capitalized software | Year ended June 30, 2023 2022 Research and development $ 2,247 $ 519 Sales and marketing 560 424 General and administrative 5,892 966 $ 8,699 $ 1,909 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Income Taxes | |
Schedule of components of loss before taxes | June 30, 2023 2022 United States $ (34,596) (56,644) International 125 100 Total loss before taxes $ (34,471) (56,544) |
Schedule of Income tax (benefit) provision | June 30, 2023 2022 Current: United States $ — $ — State 9 17 International — — Total current tax provision 9 17 Deferred: United States — (234) State — (13) International — — Total deferred tax (benefit) provision — (247) Total tax (benefit) provision $ 9 $ (230) |
Schedule of effective income tax rate reconciliation | June 30, 2023 2022 Federal statutory rate 21.00% 21.00% State tax net of federal benefit 0.00% (0.01)% Tax credits and foreign rate differential 1.26% 0.70% Change in fair value of warrants and convertible notes (3.33)% (0.59)% Convertible debt 29.41% (7.03)% Other (2.54)% 0.61% Change in valuation allowance (45.80)% (14.27)% Benefit (provision) for income taxes (0.00%) 0.41% |
Schedule of components of net deferred tax assets | The components of net deferred tax assets are as follows (in thousands): June 30, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 43,032 $ 31,038 Deferred revenue 127 1,823 Tax credits 5,627 4,795 Stock based compensation 940 295 Capitalized Research and Development 3,259 — Non deductible interest 3,938 1,221 Lease liability 110 — Accruals and reserves 609 590 Other 32 — Total deferred tax assets 57,674 39,762 Less: valuation allowance (56,492) (38,750) Total deferred tax assets, net of valuation allowance 1,182 1,012 Deferred tax liabilities: Intangibles (1,074) (926) Other (108) (86) Total deferred tax liabilities (1,182) (1,012) Net deferred tax assets $ — $ — |
Schedule of changes in the balance of gross unrecognized tax benefits | The aggregate changes in the balance of gross unrecognized tax benefits are as follows (in thousands): June 30, 2023 2022 Balance at beginning of year $ 4,916 $ 4,189 Decrease related to prior period tax positions (167) — Increase related to current year tax positions 711 727 Balance at end of year $ 5,460 $ 4,916 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Net Loss Per Share | |
Schedule of computation of basic and diluted net loss per share attributable to common stockholders | Year ended June 30, 2023 2022 Numerator: Net loss attributable to Common Stockholders, basic and diluted $ (34,480) $ (56,314) Denominator: Weighted-average shares used in computing net loss per share attributable to Common Stockholders, basic and diluted 46,499,850 27,268,887 Net loss per share attributable to Common Stockholders, basic and diluted $ (0.74) $ (2.07) |
Schedule of potential shares of common stock excluded from computation of diluted net loss per share | Year Ended June 30, 2023 2022 Stock options and RSUs 14,462,348 11,568,090 Convertible notes — 5,827,990 Common stock warrants 21,050,077 4,658,865 Common stock subject to vesting - CyborgOps 103,814 475,638 Total potential shares of common stock excluded from the computation of diluted net loss per share 35,616,239 22,530,583 |
Summary of Business and Signi_4
Summary of Business and Significant Accounting Policies - Trust Proceeds and PIPE investment (Details) $ in Thousands | 12 Months Ended | |||
Sep. 22, 2022 USD ($) | Sep. 21, 2022 USD ($) shares | Jun. 30, 2023 USD ($) item | Dec. 30, 2020 USD ($) | |
Summary of Business and Significant Accounting Policies | ||||
Number of Presto Tablets shipped since the Company's founding | item | 277,000 | |||
Number of some of the largest casual dining chains in the United States the Company has shipped Presto Touch tablets to | item | 3 | |||
Exchange ratio | 0.8099% | |||
Amount placed in trust account | $ 151,500 | |||
Unredeemed Funds | $ 9,500 | |||
Issuance of common stock | $ 9,845 | |||
Cash-PIPE investment | $ 55,400 | |||
Net cash received from completion of merger | 49,800 | |||
Other costs | $ 500 | |||
Private Placement | ||||
Summary of Business and Significant Accounting Policies | ||||
Issuance of common stock (in shares) | shares | 7,133,687 | |||
Issuance of common stock | $ 55,400 | |||
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 | |||
Legacy Presto | ||||
Summary of Business and Significant Accounting Policies | ||||
Exchange ratio | 0.8099% | |||
Issuance of common stock (in shares) | shares | 260,000 | |||
Net cash received from completion of merger | $ 49,800 | |||
Transaction costs related to merger | 2,100 | |||
Unpaid transaction costs | $ 10,400 | |||
Payment of transaction cost | 4,900 | |||
Merger related transaction cost payable | 3,200 | |||
Ventoux | ||||
Summary of Business and Significant Accounting Policies | ||||
Repayment of loans | 1,900 | |||
Transaction costs related to merger | $ 7,800 |
Summary of Business and Signi_5
Summary of Business and Significant Accounting Policies - Earnout Arrangement (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 21, 2022 D $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares | |
Summary of Business and Significant Accounting Policies | ||||
Shares received | shares | 15,000,000 | |||
Grant date fair value of each earnout share | $ / shares | $ 3.17 | $ 0 | $ 1.19 | |
Earn out shares to common stock and RSU | shares | 4,771,116 | |||
Earn out shares | shares | 15,000,000 | |||
Compensation expense | $ 8,699 | $ 1,909 | ||
Unrecognized stock-based compensation | $ 7,300 | $ 7,300 | ||
Weighted average period of recognition | 1 year 3 months 18 days | |||
Number of shares forfeited | shares | 602,978 | |||
Other long-term liabilities | 1,535 | $ 1,535 | ||
Minimum | ||||
Summary of Business and Significant Accounting Policies | ||||
Service period | 4 years | |||
Maximum | ||||
Summary of Business and Significant Accounting Policies | ||||
Service period | 5 years | |||
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 | 4,900 | $ 4,900 | 0 | |
Options | ||||
Summary of Business and Significant Accounting Policies | ||||
Unrecognized stock-based compensation | 1,700 | $ 1,700 | ||
Weighted average period of recognition | 2 years 7 days | |||
Performance Shares | ||||
Summary of Business and Significant Accounting Policies | ||||
Compensation expense | 0 | |||
General and administrative | ||||
Summary of Business and Significant Accounting Policies | ||||
Compensation expense | $ 5,892 | 966 | ||
General and administrative | Earnout Shares [Member] | ||||
Summary of Business and Significant Accounting Policies | ||||
Compensation expense | 3,200 | |||
Research and development | ||||
Summary of Business and Significant Accounting Policies | ||||
Compensation expense | 2,247 | 519 | ||
Research and development | Earnout Shares [Member] | ||||
Summary of Business and Significant Accounting Policies | ||||
Compensation expense | 1,300 | |||
Sales and marketing | ||||
Summary of Business and Significant Accounting Policies | ||||
Compensation expense | $ 560 | $ 424 | ||
Sales and marketing | Earnout Shares [Member] | ||||
Summary of Business and Significant Accounting Policies | ||||
Compensation expense | $ 400 |
Summary of Business and Signi_6
Summary of Business and Significant Accounting Policies - Unvested Sponsor Shares (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 22, 2022 USD ($) $ / shares shares | Sep. 21, 2022 USD ($) D $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | |
Summary of Business and Significant Accounting Policies | |||||
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 sponsor shares | $ 1,600 | ||||
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 |
Common stock par value | $ / shares | $ 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 |
Preferred stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | shares | 50,639,837 | 57,180,531 | 57,180,531 | 27,974,439 | |
Common stock, shares outstanding | shares | 50,639,837 | 57,180,531 | 57,180,531 | 27,974,439 | |
Number of shares warrants can be converted to | shares | 18,415,453 | ||||
Exchange ratio | 0.8099% | ||||
Total net liabilities | $ 9,800 | ||||
Gain on remeasurement of unvested sponsor shares | $ (200) | ||||
Warrant liabilities | 9,400 | $ 25,867 | $ 25,867 | $ 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 | 1,200 | ||||
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 | $ 1,300 | ||||
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 - Emerging Growth Company Status (Details) $ in Billions | Jun. 30, 2023 USD ($) |
Summary of Business and Significant Accounting Policies | |
Total annual gross revenue | $ 1.1 |
Non-convertible debt | $ 1 |
Summary of Business and Signi_8
Summary of Business and Significant Accounting Policies - Impact of COVID 19 (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2022 | Aug. 31, 2021 | Mar. 31, 2021 | Apr. 30, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | |
Summary of Business and Significant Accounting Policies | ||||||
Loss on infrequent product repairs | $ 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 Signi_9
Summary of Business and Significant Accounting Policies - Liquidity and Capital Resources (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 21, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 20, 2023 | |
Summary of Business and Significant Accounting Policies. | ||||
Cash and cash equivalents | $ 15,143 | $ 3,017 | ||
Restricted cash | $ 10,000 | |||
Operating losses | (56,407) | (33,214) | ||
Accumulated deficit | (235,263) | $ (200,783) | ||
Net cash received from completion of merger. | 49,800 | |||
Cash proceeds from issuance of debt | 13,700 | |||
Proceeds from the issuance of common stock | 9,846 | |||
Private Placement | ||||
Summary of Business and Significant Accounting Policies. | ||||
Net cash received from completion of merger. | $ 49,840 | |||
Proceeds from the issuance of common stock | $ 9,500 |
Summary of Business and Sign_10
Summary of Business and Significant Accounting Policies - Concentrations of Risks, Significant Customers and Investments And Financial Institutions (Details) $ in Millions | 12 Months Ended | |
Jun. 30, 2023 USD ($) item | Jun. 30, 2022 item | |
Summary of Business and Significant Accounting Policies | ||
Deposits in excess of the FDIC limits | $ | $ 24.6 | |
Product supply | Supplier Concentration Risk | ||
Summary of Business and Significant Accounting Policies | ||
Concentration risk, number of suppliers | item | 1 | 1 |
Major Customers | Revenue | Customer Concentration Risk | ||
Summary of Business and Significant Accounting Policies | ||
Concentration risk percentage | 94% | 93% |
Major Customers | Accounts Receivable | Customer Concentration Risk | ||
Summary of Business and Significant Accounting Policies | ||
Concentration risk percentage | 94% | 83% |
Customer A | Revenue | Customer Concentration Risk | ||
Summary of Business and Significant Accounting Policies | ||
Concentration risk percentage | 59% | 53% |
Customer A | Accounts Receivable | Customer Concentration Risk | ||
Summary of Business and Significant Accounting Policies | ||
Concentration risk percentage | 43% | 31% |
Customer B | Revenue | Customer Concentration Risk | ||
Summary of Business and Significant Accounting Policies | ||
Concentration risk percentage | 19% | 25% |
Customer B | Accounts Receivable | Customer Concentration Risk | ||
Summary of Business and Significant Accounting Policies | ||
Concentration risk percentage | 14% | 41% |
Customer C | Revenue | Customer Concentration Risk | ||
Summary of Business and Significant Accounting Policies | ||
Concentration risk percentage | 16% | 15% |
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 | 37% | 11% |
Summary of Business and Sign_11
Summary of Business and Significant Accounting Policies - Accounts Receivable, Net and Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
Summary of Business and Significant Accounting Policies | |||
Accounts Receivable, Allowance for Credit Loss | $ 746 | $ 353 | $ 902 |
Summary of Business and Sign_12
Summary of Business and Significant Accounting Policies - Intangible assets, Net (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Costs Capitalized | $ 6.7 | $ 1.8 |
Capitalized software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets weighted average amortization periods | 4 years | |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets weighted average amortization periods | 4 years | |
Domain name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets weighted average amortization periods | 15 years |
Summary of Business and Sign_13
Summary of Business and Significant Accounting Policies - Property and Equipment, Net and Impairment of Long-Lived Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Write off long lived assets | $ 0 | $ 0.6 |
Tablets | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 4 years | |
Write off long lived assets | $ 0 | $ 0.6 |
Other Property and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years |
Summary of Business and Sign_14
Summary of Business and Significant Accounting Policies - Segment Information (Details) | 12 Months Ended |
Jun. 30, 2023 segment | |
Summary of Business and Significant Accounting Policies | |
Number of reportable segments | 1 |
Summary of Business and Sign_15
Summary of Business and Significant Accounting Policies - Leases (Details) | Jun. 30, 2023 |
Maximum | |
Leases | |
Remaining lease term | 3 years |
Minimum | |
Leases | |
Remaining lease term | 6 months |
Summary of Business and Sign_16
Summary of Business and Significant Accounting Policies - Revenue Recognition, Cost of Revenue and Operating Expenses (Details) | 12 Months Ended | |
Jun. 30, 2023 USD ($) item shares | Jun. 30, 2022 USD ($) item | |
Disaggregation of Revenue [Line Items] | ||
Number of revenue streams | item | 2 | 2 |
Operating Expenses | $ 0 | $ 600,000 |
Advertising costs | $ 75,000 | 36,000 |
Stock options granted (in shares) | shares | 0 | |
Accrued interest and penalties related to uncertain tax positions | $ 0 | $ 0 |
Platform | ||
Disaggregation of Revenue [Line Items] | ||
Fees recorded as cost of revenue | $ 1,200,000 | |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Contract term | 12 months | |
Minimum | Platform | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of revenue share | 64% | 64% |
Minimum | Gaming | ||
Disaggregation of Revenue [Line Items] | ||
Commission paid to restaurants | 83% | 81% |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Contract term | 36 months | |
Maximum | Platform | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of revenue share | 68% | 68% |
Maximum | Gaming | ||
Disaggregation of Revenue [Line Items] | ||
Commission paid to restaurants | 90% | 90% |
Summary of Business and Sign_17
Summary of Business and Significant Accounting Policies - Recently Adopted Accounting Standards (Details) - USD ($) | Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right of use asset | $ 500,000 | $ 0 | |
Operating lease liability | $ 491,000 | $ 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 | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | ||
Deferred revenue, beginning of year | $ 10,769 | $ 25,623 |
Additions | 3,246 | 4,481 |
Revenue recognized | (12,432) | |
Revenue recognized | (19,335) | |
Deferred revenue, end of period | $ 1,583 | $ 10,769 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Sep. 29, 2021 | Jul. 29, 2019 | Oct. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Oct. 29, 2021 | Jul. 01, 2021 | Jun. 30, 2021 | |
Revenue | ||||||||
Contract assets | $ 700 | $ 500 | $ 400 | |||||
Accounts receivable | 1,831 | 1,518 | $ 1,200 | |||||
Contract assets including deferred costs | 2,400 | 11,300 | $ 21,900 | |||||
Interest expense | 12,755 | 5,434 | ||||||
Accrued interest | 375 | 402 | ||||||
Loss on infrequent product repairs | 582 | |||||||
Accounts payable | $ 1,508 | $ (3,322) | ||||||
Warrants to purchase shares of common stock | 21,315,453 | 4,713,303 | 404,961 | |||||
Contra-revenue recognized related to the warrant | $ (1,242) | |||||||
Revenue from leasing arrangements | $ 2,000 | $ 2,300 | ||||||
Maximum | AI Platform | ||||||||
Revenue | ||||||||
Percent of revenue paid to vendor (as percent) | 68% | |||||||
Maximum | Gaming | ||||||||
Revenue | ||||||||
Commission paid to restaurants (as a percent) | 90% | |||||||
Premium content revenue (as a percent) | 90% | |||||||
Minimum | AI Platform | ||||||||
Revenue | ||||||||
Percent of revenue paid to vendor (as percent) | 64% | |||||||
Minimum | Gaming | ||||||||
Revenue | ||||||||
Commission paid to restaurants (as a percent) | 83% | |||||||
Premium content revenue (as a percent) | 81% | |||||||
Customer A | ||||||||
Revenue | ||||||||
Marketing development expense | $ 3,200 | $ 5,000 | ||||||
Percentage of interest accrued on unpaid balance | 12% | |||||||
Interest expense | $ 200 | |||||||
Accrued interest | $ 0 | $ 200 | ||||||
Handheld services payable | 2,000 | |||||||
Value of alternative installation and replacement services | 2,000 | $ 500 | $ 1,200 | |||||
Cover expenses | 3,300 | |||||||
Accrued interest waived | 800 | |||||||
Cancellation of refund request | $ 2,000 | |||||||
Accounts payable | $ (3,200) |
Revenue - Remaining performance
Revenue - Remaining performance obligations (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Jul. 29, 2019 |
Revenue | ||
Revenue expected to be recognized from remaining performance obligations | $ 4.3 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | ||
Revenue | ||
Revenue expected to be recognized from remaining performance obligations | $ 4 | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | 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 | Jun. 30, 2023 | Jun. 30, 2022 |
Fair Value Measurements | ||
Total financial assets | $ 13,884 | |
Total financial liabilities | 27,266 | $ 93,812 |
Unvested sponsor shares liability | ||
Fair Value Measurements | ||
Total financial liabilities | 1,399 | |
Convertible promissory notes and embedded warrants | ||
Fair Value Measurements | ||
Total financial liabilities | 89,663 | |
Common stock warrants | ||
Fair Value Measurements | ||
Total financial liabilities | 25,867 | 4,149 |
Money market funds | ||
Fair Value Measurements | ||
Total financial assets | 13,884 | |
Level 1 | ||
Fair Value Measurements | ||
Total financial assets | 13,884 | |
Level 1 | Money market funds | ||
Fair Value Measurements | ||
Total financial assets | 13,884 | |
Level 3 | ||
Fair Value Measurements | ||
Total financial liabilities | 27,266 | 93,812 |
Level 3 | Unvested sponsor shares liability | ||
Fair Value Measurements | ||
Total financial liabilities | 1,399 | |
Level 3 | Convertible promissory notes and embedded warrants | ||
Fair Value Measurements | ||
Total financial liabilities | 89,663 | |
Level 3 | Common stock warrants | ||
Fair Value Measurements | ||
Total financial liabilities | $ 25,867 | $ 4,149 |
Fair Value Measurements - Unves
Fair Value Measurements - Unvested sponsor Share Liability (Details) | Jun. 30, 2023 Y | Sep. 21, 2022 Y |
Expected volatility | ||
Fair Value Measurements | ||
Unvested sponsor share liability, measurement input | 0.704 | 0.762 |
Expected term (in years) | ||
Fair Value Measurements | ||
Unvested sponsor share liability, measurement input | 4.2 | 5 |
Risk-free interest rate | ||
Fair Value Measurements | ||
Unvested sponsor share liability, measurement input | 0.042 | 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 ($) $ in Thousands | Jun. 30, 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 | |
Amount Charged to Earnings to Date | Level 3 | ||
Fair Value Measurements | ||
Convertible promissory notes and embedded warrants | 37,847 | |
Fair Value | Level 3 | ||
Fair Value Measurements | ||
Convertible promissory notes and embedded warrants | $ 89,663 |
Fair Value Measurements - Fai_3
Fair Value Measurements - Fair Value of Warrant Liabilities (Details) - Level 3 | Jun. 30, 2023 $ / shares Y | Jun. 30, 2022 Y $ / shares |
Risk-free interest rate | ||
Fair Value Measurements | ||
Warrants, measurement inputs | 0.0419 | 0.0300 |
Expected term (in years) | ||
Fair Value Measurements | ||
Warrants, measurement inputs | Y | 4.75 | 5.93 |
Expected volatility | ||
Fair Value Measurements | ||
Warrants, measurement inputs | 0.5676 | 0.6572 |
Exercise price | ||
Fair Value Measurements | ||
Warrants, measurement inputs | $ / shares | 4.50 | 7.48 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Change in fair value | $ 5,459 | $ 1,597 |
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 warrants | 8,150 | |
Change in fair value | (48,271) | 18,932 |
Conversion of warrant liabilities and convertible promissory notes | (41,392) | |
Balance at the end of period | 89,663 | |
Common stock warrants | 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 warrants | 7,701 | 1,118 |
Recognition of warrants and unvested sponsor shares liabilities assumed upon Merger | 9,388 | |
Change in fair value | 5,459 | 1,597 |
Balance at the end of period | 25,867 | $ 4,149 |
Unvested sponsor Shares Liability | Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Recognition of warrants and unvested sponsor shares liabilities assumed upon Merger | 1,588 | |
Change in fair value | (189) | |
Balance at the end of period | $ 1,399 |
Consolidated Balance Sheet Co_3
Consolidated Balance Sheet Components - Accounts Receivable, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for doubtful accounts, beginning of year | $ 353 | $ 902 |
Additions | 691 | 265 |
Recoveries | (338) | |
Write-offs | (298) | (476) |
Allowance for doubtful accounts, end of year | $ 746 | $ 353 |
Consolidated Balance Sheet Co_4
Consolidated Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Consolidated Balance Sheet Components | ||
Finished goods | $ 629 | $ 869 |
Total inventories | $ 629 | $ 869 |
Consolidated Balance Sheet Co_5
Consolidated Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Consolidated Balance Sheet Components | ||
Security deposits | $ 27 | $ 351 |
Other receivables | 280 | |
Prepaid expenses | 432 | 263 |
Prepaid Insurance | 423 | 93 |
Total prepaid expenses and other current assets | $ 1,162 | $ 707 |
Consolidated Balance Sheet Co_6
Consolidated Balance Sheet Components - Investments in Non-Affiliates (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Consolidated Balance Sheet Components | |||
Investment in non-affiliated entity | $ 2,000 | $ 2,000 | $ 155 |
Impairments or observable price changes | $ 0 |
Consolidated Balance Sheet Co_7
Consolidated Balance Sheet Components - Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Consolidated Balance Sheet Components | ||
Total property and equipment | $ 6,412 | $ 6,744 |
Less: accumulated depreciation | (5,503) | (4,769) |
Property and equipment, net | 909 | 1,975 |
Depreciation expense | 1,300 | 1,600 |
Capital leased equipment | 1,164 | 2,033 |
Impairment charges | 0 | $ 600 |
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of Revenue | |
Tablets | ||
Consolidated Balance Sheet Components | ||
Total property and equipment | 5,774 | $ 5,663 |
Impairment charges | 0 | 600 |
Computer equipment | ||
Consolidated Balance Sheet Components | ||
Total property and equipment | 634 | 519 |
Software | ||
Consolidated Balance Sheet Components | ||
Total property and equipment | 4 | 562 |
Leaseholds and Leasehold Improvements | ||
Consolidated Balance Sheet Components | ||
Capital leased equipment | $ 1,200 | $ 1,500 |
Consolidated Balance Sheet Co_8
Consolidated Balance Sheet Components - Property and Equipment Useful Life (Details) | 12 Months Ended |
Jun. 30, 2023 | |
Tablets | |
Consolidated Balance Sheet Components | |
Property and equipment useful life | 4 years |
Computer equipment | |
Consolidated Balance Sheet Components | |
Property and equipment useful life | 3 years |
Software | |
Consolidated Balance Sheet Components | |
Property and equipment useful life | 3 years |
Consolidated Balance Sheet Co_9
Consolidated Balance Sheet Components - Intangible Assets, net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Consolidated Balance Sheet Components | ||
Intangible assets, gross | $ 11,205 | $ 4,586 |
Less: accumulated amortization | (677) | (360) |
Intangible assets, net | 10,528 | 4,226 |
Capitalized software | ||
Consolidated Balance Sheet Components | ||
Intangible assets, gross | 9,754 | 3,135 |
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 C_10
Consolidated Balance Sheet Components - Weighted-average Amortization Periods (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Consolidated Balance Sheet Components | ||
Amortization expense of intangible assets | $ 0.3 | $ 0.1 |
Capitalized software | ||
Consolidated Balance Sheet Components | ||
Intangible assets weighted average amortization periods | 4 years | |
Amortization expense of intangible assets | $ 9.4 | 2.8 |
Impairment | $ 0.1 | |
Impairment, Income Statement location | Depreciation and impairment | |
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 C_11
Consolidated Balance Sheet Components - Future Amortization Expense (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Consolidated Balance Sheet Components | |
2024 | $ 335 |
2025 | 335 |
2026 | 308 |
2027 | 10 |
2028 | 10 |
Thereafter | 46 |
Total | $ 1,044 |
Consolidated Balance Sheet C_12
Consolidated Balance Sheet Components - Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Consolidated Balance Sheet Components | ||
Accrued expenses | $ 253 | $ 2,176 |
Accrued vacation | 868 | 874 |
Accrued payroll | 1,208 | 1,686 |
Operating lease liability, current | 355 | |
Accrued interest | 375 | 402 |
Accrued repair cost (Refer to Note 8) | 392 | 724 |
Accrued sales tax | 134 | 86 |
Accrued other | 734 | 267 |
Total accrued liabilities | $ 4,319 | $ 6,215 |
Consolidated Balance Sheet C_13
Consolidated Balance Sheet Components - Other Long-term Liabilities (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Other Long-term Liabilities | |
Unvested Sponsor Shares liability | $ 1,399 |
Operating lease liability, net of current portion | 136 |
Total other long-term liabilities | $ 1,535 |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Leases | ||
Operating lease ROU asset | $ 500,000 | $ 0 |
Operating lease right of use asset , balance sheet location | Other long-term assets | |
Operating lease liability | $ 491,000 | $ 0 |
Operating lease liabilities, current | $ 355,000 | |
Operating lease liabilities, current, balance sheet location | Accrued liabilities | |
Operating lease liabilities, Non-current | $ 136,000 | |
Operating lease liabilities, Non-current, balance sheet location | Other long-term liabilities | |
Operating lease costs | $ 400,000 | |
Variable operating lease costs | $ 100,000 |
Leases - Supplemental informati
Leases - Supplemental information (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2022 | |
Leases | |||
Operating cash flows used for operating lease | $ 432,000 | ||
Operating lease liability arising from obtaining ROU asset (1) | $ 491,000 | $ 0 | |
Weighted average remaining lease term | 1 year 4 months 24 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 ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Future minimum lease payments | ||
2024 | $ 404,000 | |
2025 | 143,000 | |
Gross lease payments | 547,000 | |
Less: imputed interest | (56,000) | |
Operating lease liability | $ 491,000 | $ 0 |
Leases - Future minimum lease_2
Leases - Future minimum lease payments - ASC 840 (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Future minimum lease payments under ASC 840 | ||
2023 | $ 273 | |
2024 | 218 | |
2025 | 127 | |
Total | 618 | |
Rent expense | ||
Rent expense | $ 500 | $ 400 |
Financing Obligations - Schedul
Financing Obligations - Schedule of Financing Obligations Net of Discounts (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Financing Obligations | ||
Total financing obligations | $ 4,676 | $ 8,840 |
Less: financing obligations, current | (1,676) | (8,840) |
Total financing obligations, noncurrent | 3,000 | |
Receivable financing facility | ||
Financing Obligations | ||
Total financing obligations | 4,067 | 5,911 |
Equipment financing facility | ||
Financing Obligations | ||
Total financing obligations | $ 609 | $ 2,929 |
Financing Obligations (Details)
Financing Obligations (Details) - USD ($) | 12 Months Ended | |||||||||||
Jun. 20, 2023 | Apr. 14, 2023 | Nov. 21, 2022 | Aug. 18, 2022 | May 31, 2022 | Feb. 22, 2022 | Nov. 16, 2021 | Aug. 15, 2021 | Apr. 27, 2021 | Jan. 01, 2019 | Jun. 30, 2023 | Jun. 30, 2022 | |
Financing Obligations | ||||||||||||
Repayment of term loans | $ 400,000 | $ 32,980,000 | ||||||||||
Loss on extinguishment of debt and financing obligations | $ (300,000) | (8,179,000) | ||||||||||
Gain (loss) on restructuring of debt | $ 0 | $ 2,000,000 | $ 2,599,000 | |||||||||
Receivable financing facility | ||||||||||||
Financing Obligations | ||||||||||||
Debt term | 5 years | |||||||||||
Debt instrument, minimum period to continue quarterly borrowings | 12 months | 12 months | 12 months | 12 months | 12 months | |||||||
Receivable financing facility | 2024 | ||||||||||||
Financing Obligations | ||||||||||||
Monthly payment | $ 1,500,000 | |||||||||||
Receivable financing facility | 2025 | ||||||||||||
Financing Obligations | ||||||||||||
Monthly payment | $ 3,000,000 | |||||||||||
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 | Jun. 30, 2023 | Jun. 30, 2022 |
Financing Obligations | ||
Total debt | $ 50,639 | $ 117,106 |
Less: debt, current | (50,639) | (115,106) |
Total debt, noncurrent | 2,000 | |
Convertible notes | ||
Financing Obligations | ||
Total debt | 89,663 | |
Credit Agreement | ||
Financing Obligations | ||
Total debt | $ 50,639 | |
Term loans | ||
Financing Obligations | ||
Total debt | 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 | 12 Months Ended | ||||||
May 22, 2023 | Sep. 21, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 22, 2022 | Jun. 30, 2022 | Oct. 29, 2021 | |
Debt Instrument [Line Items] | |||||||
Warrants to purchase shares of common stock | 21,315,453 | 4,713,303 | 404,961 | ||||
Number of shares warrants can be converted to | 18,415,453 | ||||||
Exercise Price | $ 6.53 | $ 6.53 | |||||
Warrants issued with Credit Agreement | $ 2,076 | ||||||
Second Amendment Metropolitan Warrants | |||||||
Debt Instrument [Line Items] | |||||||
Number of shares warrants can be converted to | 2,000,000 | ||||||
Exercise Price | $ 0.01 | ||||||
Term (years) | 5 years | ||||||
Discount | $ 5,200 | ||||||
Stock ownership after transaction (as percentage) | 4.99% | ||||||
Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Term loans principal outstanding | $ 0 | ||||||
Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 15% | ||||||
Debt covenant net leverage ratio | 1.20 | ||||||
Amount of interest rate could increase due to various provisions of the credit agreement | 5% | ||||||
Warrants to purchase shares of common stock | 1,500,000 | ||||||
Payment in kind interest | 5,400 | ||||||
Amortization of debt discount | 2,200 | ||||||
Monitoring Fee under Credit Agreement | 100 | ||||||
Warrants issued with Credit Agreement | $ 2,100 | ||||||
Debt conversion, shares issued | 600,000 | ||||||
Debt issuance costs | $ 1,000 | ||||||
Discount | 2,800 | ||||||
Term loans | |||||||
Debt Instrument [Line Items] | |||||||
Debt principal amount | $ 55,000 | ||||||
Number of shares warrants can be converted to | 400,000 | ||||||
Exercise Price | $ 0.01 | ||||||
Term loans, noncurrent | 50,600 | ||||||
Term loans principal outstanding | 55,000 | ||||||
Payment in kind interest accrual net | 5,400 | ||||||
Unamortized debt issuance expense | $ 9,800 | ||||||
Debt issuance costs | $ 200 | ||||||
Discount | $ 800 | ||||||
Term loans | Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt term | 18 months | ||||||
Interest accrual initial term after closing date | 9 months | ||||||
Extended term of interest payment in debt instrument | 3 months | ||||||
Term loans | First time period | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of capitalized interest payment | 100% | ||||||
Term loans | Second time period | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of capitalized interest payment | 50% | ||||||
Second amendment to credit agreement | |||||||
Debt Instrument [Line Items] | |||||||
Number of shares warrants can be converted to | 500,000 | ||||||
Agreed exchange of accrued and previously capitalized interest amount for warrants | $ 1,000 | ||||||
Purchase price per share | $ 0.01 | ||||||
Proceeds from private placement to be used for working capital purpose, condition | $ 9,000 | ||||||
Debt covenants minimum unrestricted cash | $ 1,100 | ||||||
Debt covenants term for determination minimum unrestricted cash (in months) | 6 months | ||||||
Debt covenants minimum cash collateral | $ 10,000 | ||||||
Debt covenants maximum decrease in operating cash | $ 10,000 | ||||||
Debt covenants maximum decrease in operating cash, term (in months) | 3 months |
Debt Arrangements - Convertible
Debt Arrangements - Convertible Promissory Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||
Fair value of convertible promissory note | $ 0 | |
Convertible notes | ||
Debt Instrument [Line Items] | ||
Fair value of convertible promissory note | $ 41,400 | $ 89,700 |
Debt conversion, shares issued | 8,147,938 | |
Gain on remeasurement | $ 48,300 | |
Loss on remeasurement | (18,900) | |
Adjustment to Additional Paid in Capital, Reclassification on Conversion of Convertible Debt | $ 41,400 | |
July 2021 Convertible Promissory Notes | ||
Debt Instrument [Line Items] | ||
Proceeds from issuance of promissory notes | 500 | |
Repayment of notes | 20,000 | |
February 2022 Convertible Promissory Notes | ||
Debt Instrument [Line Items] | ||
Proceeds from issuance of promissory notes | $ 25,700 |
Debt Arrangements - Term Loans
Debt Arrangements - Term Loans (Details) $ in Thousands | 12 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 ($) payment | Jun. 30, 2023 USD ($) | Sep. 22, 2022 USD ($) shares | Jun. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Loss on extinguishment of debt and financing obligations | $ 300 | $ 8,179 | ||||||
Number of shares warrants can be converted to | shares | 18,415,453 | |||||||
Warrant liabilities | 25,867 | $ 9,400 | $ 4,149 | |||||
Cash proceeds from issuance of debt | 13,700 | |||||||
Debt prepayment and other penalties | 6,228 | |||||||
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 | ||||||
Warrant liabilities | $ 400 | |||||||
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 | 12 Months Ended | ||||
Jul. 31, 2022 | Aug. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2023 | Jun. 30, 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 | Jun. 30, 2023 USD ($) |
Future principal payments on debt | |
2026 | $ 60,448 |
Total future payments on debt obligations | $ 60,448 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Commitments and Contingencies | |||
Cost incurred | $ 0 | $ 600 | |
Third-party subcontractor | Settled Litigation | |||
Commitments and Contingencies | |||
Amount received from third party | $ 11,300 | ||
Legal Dispute With Former Employees | Pending Litigation | |||
Commitments and Contingencies | |||
Amount of restricted stock awards | 256,891 | ||
Accrued liabilities | |||
Commitments and Contingencies | |||
Expected repair costs accrual | $ 700 | $ 400 | 700 |
Cost of revenue | Platform | |||
Commitments and Contingencies | |||
Cost incurred | $ 1,500 | $ 3,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Sep. 21, 2022 USD ($) Vote shares | Sep. 15, 2022 USD ($) shares | Jun. 30, 2023 USD ($) $ / shares shares | May 22, 2023 USD ($) $ / shares shares | Sep. 22, 2022 $ / shares shares | Jun. 30, 2022 $ / shares 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 | ||
Common stock reserved for future issuance | 51,260,285 | |||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Voting rights | Vote | 1 | |||||
Proceeds from the issuance of common stock | $ | $ 9,846 | |||||
Number of shares warrants can be converted to | 18,415,453 | |||||
Other Financing and Financial Instrument (Costs) Income, Net | $ | (2,753) | |||||
Securities Purchase Agreement | ||||||
Stockholders' Deficit | ||||||
Common stock reserved for future issuance | 4,760,500 | |||||
Purchase price per share | $ / shares | $ 2 | |||||
Aggregate Purchase Price of Shares | $ | $ 9,500 | |||||
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) | 323,968 | |||||
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 - Convert
Stockholders' Deficit - Convertible preferred stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2023 | Sep. 22, 2022 | Sep. 21, 2022 | Jun. 30, 2022 |
Stockholders' Deficit | ||||
Shares Authorized | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 |
Shares Outstanding | 0 | 0 | ||
Convertible Preferred Stock | ||||
Stockholders' Deficit | ||||
Shares Authorized | 30,752,578 | |||
Shares Outstanding | 28,343,420 | |||
Net Carrying Value | $ 46,564 | |||
Liquidation Preference | $ 46,908 | |||
Common Stock Issuable Upon Conversion | 28,343,420 | |||
Series A | ||||
Stockholders' Deficit | ||||
Original Issue Price | $ 0.3017 | |||
Shares Authorized | 9,410,799 | |||
Shares Outstanding | 8,621,800 | |||
Net Carrying Value | $ 2,567 | |||
Liquidation Preference | $ 2,601 | |||
Common Stock Issuable Upon Conversion | 8,621,800 | |||
Series AA-1 | ||||
Stockholders' Deficit | ||||
Original Issue Price | $ 9.3597 | |||
Shares Authorized | 1,131,190 | |||
Shares Outstanding | 1,024,349 | |||
Net Carrying Value | $ 9,520 | |||
Liquidation Preference | $ 9,588 | |||
Common Stock Issuable Upon Conversion | 1,024,349 | |||
Series AA-2 | ||||
Stockholders' Deficit | ||||
Original Issue Price | $ 3.3215 | |||
Shares Authorized | 169,083 | |||
Shares Outstanding | 169,083 | |||
Net Carrying Value | $ 546 | |||
Liquidation Preference | $ 562 | |||
Common Stock Issuable Upon Conversion | 169,083 | |||
Series B | ||||
Stockholders' Deficit | ||||
Original Issue Price | $ 0.9959 | |||
Shares Authorized | 10,364,829 | |||
Shares Outstanding | 10,364,829 | |||
Net Carrying Value | $ 10,131 | |||
Liquidation Preference | $ 10,322 | |||
Common Stock Issuable Upon Conversion | 10,364,829 | |||
Series B-1 | ||||
Stockholders' Deficit | ||||
Original Issue Price | $ 0.6711 | |||
Shares Authorized | 4,619,282 | |||
Shares Outstanding | 4,619,282 | |||
Net Carrying Value | $ 3,100 | |||
Liquidation Preference | $ 3,100 | |||
Common Stock Issuable Upon Conversion | 4,619,282 | |||
Series C | ||||
Stockholders' Deficit | ||||
Original Issue Price | $ 6.6080 | |||
Shares Authorized | 3,026,634 | |||
Shares Outstanding | 1,513,316 | |||
Net Carrying Value | $ 9,965 | |||
Liquidation Preference | $ 10,000 | |||
Common Stock Issuable Upon Conversion | 1,513,316 | |||
Series C-1 | ||||
Stockholders' Deficit | ||||
Original Issue Price | $ 5.2864 | |||
Shares Authorized | 2,030,761 | |||
Shares Outstanding | 2,030,761 | |||
Net Carrying Value | $ 10,735 | |||
Liquidation Preference | $ 10,735 | |||
Common Stock Issuable Upon Conversion | 2,030,761 |
Stockholders' Deficit - Dividen
Stockholders' Deficit - Dividend rights (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Convertible Preferred Stock | ||
Stockholders' Deficit | ||
Dividends | $ 0 | $ 0 |
Series A | ||
Stockholders' Deficit | ||
Dividends declared | $ 0.0241 | |
Series AA-1 | ||
Stockholders' Deficit | ||
Dividends declared | 0.7488 | |
Dividend paid | 0.7488 | |
Series AA-2 | ||
Stockholders' Deficit | ||
Dividends declared | 0.2657 | |
Dividend paid | 0.2657 | |
Series B | ||
Stockholders' Deficit | ||
Dividends declared | 0.0797 | |
Series B-1 | ||
Stockholders' Deficit | ||
Dividends declared | 0.0537 | |
Series C | ||
Stockholders' Deficit | ||
Dividends declared | 0.5286 | |
Series C-1 | ||
Stockholders' Deficit | ||
Dividends declared | $ 0.4229 |
Stockholders' Deficit - Liquida
Stockholders' Deficit - Liquidation preference (Details) | Jun. 30, 2022 $ / shares |
Series C | |
Stockholders' Deficit. | |
Original Issue Price | $ 6.6080 |
Series C-1 | |
Stockholders' Deficit. | |
Original Issue Price | 5.2864 |
Series B | |
Stockholders' Deficit. | |
Original Issue Price | 0.9959 |
Series B-1 | |
Stockholders' Deficit. | |
Original Issue Price | 0.6711 |
Series A | |
Stockholders' Deficit. | |
Original Issue Price | 0.3017 |
Series AA-1 | |
Stockholders' Deficit. | |
Original Issue Price | 9.3597 |
Series AA-2 | |
Stockholders' Deficit. | |
Original Issue Price | $ 3.3215 |
Stockholders' Deficit -Conversi
Stockholders' Deficit -Conversion rights (Details) - Convertible Preferred Stock | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Stockholders' Deficit. | |
Minimum Gross Proceeds | $ 75,000 |
Minimum | |
Stockholders' Deficit. | |
Stock Conversion Ratio | 1 |
Stockholders' Deficit - Common
Stockholders' Deficit - Common stock reserved (Details) | Jun. 30, 2023 shares |
Stockholders' Deficit | |
Common stock reserved for future issuance | 51,260,285 |
Equity awards available for future grants | |
Stockholders' Deficit | |
Common stock reserved for future issuance | 1,085,462 |
Common stock options and RSUs | |
Stockholders' Deficit | |
Common stock reserved for future issuance | 14,462,348 |
Earnout Shares | |
Stockholders' Deficit | |
Common stock reserved for future issuance | 14,397,022 |
Common stock warrants | |
Stockholders' Deficit | |
Common stock reserved for future issuance | 21,315,453 |
Warrants (Details)
Warrants (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Sep. 21, 2022 | Sep. 30, 2022 | Jun. 30, 2023 | Sep. 22, 2022 | Aug. 31, 2022 | Aug. 04, 2022 | Jun. 30, 2022 | Mar. 11, 2022 | Oct. 29, 2021 | |
Warrants | |||||||||
Number of Shares | 21,315,453 | 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 | 169,310 | ||||||||
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 | 4,903,833 | |||||||
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) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||||||
May 22, 2023 $ / shares | Mar. 31, 2023 shares | Jun. 30, 2023 USD ($) D $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Sep. 22, 2022 | Sep. 21, 2022 shares | Oct. 31, 2021 shares | Oct. 29, 2021 shares | Mar. 05, 2021 | Mar. 11, 2016 | |
Warrants | ||||||||||
Exercise Price | $ / shares | $ 6.53 | $ 6.53 | ||||||||
Number of Shares | shares | 21,315,453 | 4,713,303 | 404,961 | |||||||
Common warrants one | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 7.80 | $ 7.80 | ||||||||
Number of Shares | shares | 12,811 | 12,811 | ||||||||
Term (years) | 7 years | 7 years | ||||||||
Common warrants two | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 7.80 | $ 7.80 | ||||||||
Number of Shares | shares | 41,636 | 41,636 | ||||||||
Term (years) | 7 years | 7 years | ||||||||
Common warrants three | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 7.80 | $ 7.80 | ||||||||
Number of Shares | shares | 16,654 | 16,654 | ||||||||
Term (years) | 7 years | 7 years | ||||||||
Common warrants four | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 9.25 | $ 9.25 | ||||||||
Number of Shares | shares | 84,461 | 84,461 | ||||||||
Term (years) | 6 years 6 months | 10 years | ||||||||
Common warrants five | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 0.01 | $ 0.37 | ||||||||
Number of Shares | shares | 404,961 | 141,970 | ||||||||
Term (years) | 6 years 8 months 12 days | 10 years | ||||||||
Common warrants six | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 0.37 | $ 0.01 | ||||||||
Number of Shares | shares | 178,395 | 2,575,190 | ||||||||
Term (years) | 10 years | 5 years | ||||||||
Common warrants seven | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 0.37 | $ 0.01 | ||||||||
Number of Shares | shares | 57,952 | 404,961 | 404,961 | |||||||
Term (years) | 10 years | 6 years 8 months 12 days | ||||||||
Number of contingent warrants outstanding | shares | 66,396 | 321,943 | ||||||||
Common warrants eight | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 9.25 | $ 0.37 | ||||||||
Number of Shares | shares | 86,532 | 178,395 | ||||||||
Term (years) | 6 years | 10 years | ||||||||
Common warrants nine | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 0.37 | $ 0.37 | ||||||||
Number of Shares | shares | 402,679 | 57,952 | ||||||||
Term (years) | 6 years | 10 years | ||||||||
Common warrants ten | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 8.16 | $ 9.25 | ||||||||
Number of Shares | shares | 182,158 | 86,532 | ||||||||
Term (years) | 10 years | |||||||||
Common warrants eleven | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 8.16 | $ 7.80 | ||||||||
Number of Shares | shares | 27,577 | 402,679 | ||||||||
Term (years) | 10 years | 10 years | ||||||||
Common warrants twelve | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 6.53 | $ 8.16 | ||||||||
Number of Shares | shares | 294,725 | 182,158 | ||||||||
Term (years) | 10 years | 10 years | ||||||||
Coverage dollar amount | $ | $ 1.9 | $ 1.9 | ||||||||
Common warrants thirteen | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 8.16 | $ 8.16 | ||||||||
Number of Shares | shares | 374,912 | 27,577 | ||||||||
Term (years) | 10 years | 10 years | ||||||||
Common warrants fourteen | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 11.50 | $ 6.53 | ||||||||
Number of Shares | shares | 1,500,000 | 294,725 | ||||||||
Term (years) | 5 years | 10 years | ||||||||
Common warrants fifteen | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 8.21 | $ 8.16 | ||||||||
Number of Shares | shares | 8,625,000 | 205,602 | ||||||||
Term (years) | 5 years | 10 years | ||||||||
Common warrants sixteen | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 11.50 | |||||||||
Number of Shares | shares | 6,125,000 | |||||||||
Term (years) | 5 years | |||||||||
Common warrants seventeen | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 0.01 | |||||||||
Number of Shares | shares | 400,000 | |||||||||
Warrants issued to Lenders | shares | 400,000 | |||||||||
Term (years) | 5 years | |||||||||
Common warrants eighteen | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 0.01 | |||||||||
Number of Shares | shares | 2,500,000 | |||||||||
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 | |||||||||
Second Amendment Metropolitan Warrants | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 0.01 | |||||||||
Term (years) | 5 years | |||||||||
Stock ownership after transaction (as percentage) | 4.99% | |||||||||
Public warrants | ||||||||||
Warrants | ||||||||||
Number of Shares | shares | 8,625,000 | |||||||||
Public warrants | Redemption scenario one | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 8.21 | |||||||||
Warrants exercisable | shares | 17,250,000 | |||||||||
Conversion of Shares | shares | 0.5 | |||||||||
Public warrants | Redemption scenario two | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 0.01 | |||||||||
Number of trading days within 30 trading day period | D | 20 | |||||||||
Period of trading days price must exceed specific price for 20 days to trigger redemption feature | D | 30 | |||||||||
Public warrants | Redemption scenario two | Minimum | ||||||||||
Warrants | ||||||||||
Percentage of volume weighted average share price | 165% | |||||||||
Private warrants | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 11.50 | |||||||||
Number of Shares | shares | 6,125,000 | |||||||||
Private warrants | Redemption scenario one | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | 0.01 | |||||||||
Private warrants | Redemption scenario two | ||||||||||
Warrants | ||||||||||
Exercise Price | $ / shares | $ 16.50 | |||||||||
Number of trading days within 30 trading day period | D | 20 | |||||||||
Period of trading days price must exceed specific price for 20 days to trigger redemption feature | D | 30 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Sep. 21, 2022 | May 31, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Sep. 30, 2022 | Jul. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Stock-Based Compensation | |||||||||
Common stock reserved for future issuance | 51,260,285 | ||||||||
Stock based compensation expiration period | 5 years | ||||||||
Unrecognized stock-based compensation | $ 7,300 | ||||||||
Weighted average period of recognition | 1 year 3 months 18 days | ||||||||
Compensation expense | $ 8,699 | $ 1,909 | |||||||
Exercised term | 4 years 1 month 13 days | ||||||||
Aggregate Intrinsic Value, Exercised | $ 4,400 | $ 1,900 | |||||||
Weighted average grant date fair value of granted options | $ 3.17 | $ 0 | $ 1.19 | ||||||
Options | |||||||||
Stock-Based Compensation | |||||||||
Percentage of shares vested | 25% | ||||||||
Unrecognized stock-based compensation | $ 1,700 | ||||||||
Weighted average period of recognition | 2 years 7 days | ||||||||
RSU | |||||||||
Stock-Based Compensation | |||||||||
Share based compensation arrangement by share based payment, granted | 5,795,240 | ||||||||
Share based compensation arrangement by share based payment, vested | 1,119,826 | ||||||||
Grant date fair value | $ 3.75 | ||||||||
Awards outstanding | 4,560,645 | 350,426 | |||||||
Performance Shares | |||||||||
Stock-Based Compensation | |||||||||
Share based compensation arrangement by share based payment, granted | 300,376 | ||||||||
Share based compensation arrangement by share based payment, vested | 300,376 | ||||||||
Compensation expense | $ 0 | ||||||||
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% | ||||||||
Second specified vesting period | |||||||||
Stock-Based Compensation | |||||||||
Stock based compensation expiration period | 5 years | ||||||||
Percentage of shares vested | 25% | ||||||||
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 | |||||||||
Share based compensation arrangement by share based payment, granted | 1,037,125 | 2,721,486 | |||||||
Grant date fair value | $ 3.43 | $ 3.58 | |||||||
Unrecognized stock-based compensation | $ 10,200 | ||||||||
Weighted average period of recognition | 4 years 8 months 12 days | ||||||||
Additional stock-based compensation | $ 1,200 | ||||||||
Employees and consultants | RSU | |||||||||
Stock-Based Compensation | |||||||||
Stock based compensation vesting period | 5 years | 5 years | 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 | $ 2,500 | ||||||||
Weighted average period of recognition | 3 years 11 months 19 days | ||||||||
Compensation expense | $ 1,100 | ||||||||
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 | $ 2,400 | ||||||||
Weighted average period of recognition | 1 year 4 months 24 days | ||||||||
Compensation expense | $ 3,000 | ||||||||
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 | ||||||||
Service period | 5 years | ||||||||
Stock based compensation expiration period | 10 years | ||||||||
Maximum | Director | RSU | |||||||||
Stock-Based Compensation | |||||||||
Stock based compensation vesting period | 3 years | 3 years | |||||||
Minimum | |||||||||
Stock-Based Compensation | |||||||||
Exercise price percentage | 100% | ||||||||
Stock based compensation vesting period | 4 years | ||||||||
Service period | 4 years | ||||||||
Minimum | Director | RSU | |||||||||
Stock-Based Compensation | |||||||||
Stock based compensation vesting period | 1 year | 1 year | |||||||
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 | 1,085,462 |
Stock-Based Compensation - Equi
Stock-Based Compensation - Equity Incentive Plan Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Number of Options Outstanding | ||
Number of Options Outstanding, Beginning balance | 11,213,615 | |
Number of Options Outstanding, Granted | 0 | |
Number of Options Outstanding, Exercised | (955,062) | |
Number of Options Outstanding, Forfeited and expired | (356,850) | |
Number of Options Outstanding, Ending balance | 9,901,703 | 11,213,615 |
Number of Options Outstanding, Vested and expected to vest | 9,901,703 | |
Number of Options Outstanding, Exercisable | 9,134,330 | |
Weighted- Average Exercise Price | ||
Weighted- Average Exercise Price, Beginning balance | $ 0.73 | |
Weighted- Average Exercise Price, Exercised | 0.61 | |
Weighted- Average Exercise Price, Forfeited and expired | 1.33 | |
Weighted- Average Exercise Price, Ending balance | 0.72 | $ 0.73 |
Weighted- Average Exercise Price, Vested and expected to vest | 0.72 | |
Weighted- Average Exercise Price, Exercisable | $ 0.57 | |
Weighted-Average Remaining Contractual Life and Aggregate Intrinsic Value | ||
Weighted-Average Remaining Contractual Life (years) | 4 years 4 months 24 days | 6 years 7 months 28 days |
Weighted-Average Remaining Contractual Life (years), Vested and expected to vest | 4 years 4 months 24 days | |
Weighted-Average Remaining Contractual Life (years), Exercisable | 4 years 1 month 13 days | |
Aggregate Intrinsic Value, Vested and expected to vest | $ 44,698 | |
Aggregate Intrinsic Value, Exercisable | $ 42,449 | |
Previously Reported | ||
Number of Options Outstanding | ||
Number of Options Outstanding, Beginning balance | 13,845,291 | |
Number of Options Outstanding, Ending balance | 13,845,291 | |
Weighted- Average Exercise Price | ||
Weighted- Average Exercise Price, Beginning balance | $ 0.59 | |
Weighted- Average Exercise Price, Ending balance | $ 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 | 2,631,676 | |
Number of Options Outstanding, Ending balance | 2,631,676 | |
Weighted- Average Exercise Price | ||
Weighted- Average Exercise Price, Beginning balance | $ 0.14 | |
Weighted- Average Exercise Price, Ending balance | $ 0.14 |
Stock-Based Compensation - Eq_2
Stock-Based Compensation - Equity Incentive Plan RSU Activity (Details) - RSU | 12 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of Awards Outstanding | |
Number of Awards Outstanding, Beginning unvested balance | shares | 350,426 |
Number of Awards Outstanding, Granted | shares | 5,795,240 |
Number of Awards Outstanding, Vested | shares | (1,119,826) |
Number of Awards Outstanding, Forfeited | shares | (465,195) |
Number of Awards Outstanding, Ending unvested balance | shares | 4,560,645 |
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 | 3.75 |
Weighted- Average Grant Date Fair Value, Vested | $ / shares | 4.11 |
Weighted- Average Grant Date Fair Value, Forfeited | $ / shares | 3.58 |
Weighted- Average Grant Date Fair Value, Ending unvested balance | $ / shares | $ 4 |
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 - Fair
Stock-Based Compensation - Fair Value Assumptions of Options Granted (Details) - Options | 12 Months Ended |
Jun. 30, 2022 | |
Fair Value Assumptions | |
Risk-free interest rate | 1.06% |
Expected volatility, minimum | 45.84% |
Expected volatility, maximum | 46.15% |
Minimum | |
Fair Value Assumptions | |
Expected term (in years) | 6 years 1 month 6 days |
Maximum | |
Fair Value Assumptions | |
Expected term (in years) | 6 years 6 months 3 days |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stock-Based Compensation | |||
Compensation expense | $ 8,699 | $ 1,909 | |
Unrecognized stock-based compensation | $ 7,300 | $ 7,300 | |
Weighted average period of recognition | 1 year 3 months 18 days | ||
Weighted-average grant date fair value of options vested | $ 1.48 | $ 1.05 | |
Research and development | |||
Stock-Based Compensation | |||
Compensation expense | $ 2,247 | $ 519 | |
Sales and marketing | |||
Stock-Based Compensation | |||
Compensation expense | 560 | 424 | |
General and administrative | |||
Stock-Based Compensation | |||
Compensation expense | 5,892 | 966 | |
Options | |||
Stock-Based Compensation | |||
Unrecognized stock-based compensation | 1,700 | $ 1,700 | |
Weighted average period of recognition | 2 years 7 days | ||
Earnout Shares | |||
Stock-Based Compensation | |||
Compensation expense | 4,900 | $ 4,900 | $ 0 |
Earnout Shares | Research and development | |||
Stock-Based Compensation | |||
Compensation expense | 1,300 | ||
Earnout Shares | Sales and marketing | |||
Stock-Based Compensation | |||
Compensation expense | 400 | ||
Earnout Shares | General and administrative | |||
Stock-Based Compensation | |||
Compensation expense | $ 3,200 |
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 | 1 Months Ended | 12 Months Ended | |||
Sep. 21, 2022 | Jun. 11, 2022 | May 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Weighted average period of recognition | 1 year 3 months 18 days | ||||
Compensation expense | $ 8,699 | $ 1,909 | |||
Number of shares forfeited | 602,978 | ||||
Unrecognized stock-based compensation | $ 7,300 | ||||
CyborgOps | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Common stock shares issued (in Shares) | 475,638 | ||||
Weighted average period of recognition | 2 years 10 months 13 days | ||||
Grant date fair value | $ 8.75 | ||||
Compensation expense | $ 900 | $ 100 | |||
Number of shares forfeited | 256,891 | ||||
Unrecognized stock-based compensation | $ 1,000 | ||||
Stock based compensation vesting period | 4 years |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Components of loss before taxes | ||
United States | $ (34,596) | $ (56,644) |
International | 125 | 100 |
Loss before provision (benefit) for income taxes | $ (34,471) | $ (56,544) |
Income Taxes - Income Tax (Bene
Income Taxes - Income Tax (Benefit) Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Current: | ||
State | $ 9 | $ 17 |
Total current tax provision | 9 | 17 |
Deferred: | ||
United States | (234) | |
State | (13) | |
Total deferred tax (benefit) provision | (247) | |
Total tax (benefit) provision | $ 9 | $ (230) |
Effective tax rate | 0% | 0.41% |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Federal statutory rate | 21% | 21% |
State tax net of federal benefit | 0% | (0.01%) |
Tax credits and foreign rate differential | 1.26% | 0.70% |
Change in fair value of warrants and convertible notes | (3.33%) | (0.59%) |
Convertible debt | 29.41% | (7.03%) |
Other | (2.54%) | 0.61% |
Change in valuation allowance | (45.80%) | (14.27%) |
Benefit (provision) for income taxes | 0% | 0.41% |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 43,032 | $ 31,038 |
Deferred revenue | 127 | 1,823 |
Tax credits | 5,627 | 4,795 |
Stock based compensation | 940 | 295 |
Capitalized Research and Development | 3,259 | |
Non-deductible interest | 3,938 | 1,221 |
Lease liability | 110 | |
Accruals and reserves | 609 | 590 |
Other | 32 | |
Total deferred tax assets | 57,674 | 39,762 |
Less: valuation allowance | (56,492) | (38,750) |
Total deferred tax assets, net of valuation allowance | 1,182 | 1,012 |
Deferred tax liabilities: | ||
Intangibles | (1,074) | (926) |
Other | (108) | (86) |
Total deferred tax liabilities | (1,182) | (1,012) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Changes in Gross
Income Taxes - Changes in Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Taxes | ||
Balance at beginning of year | $ 4,916 | $ 4,189 |
Decrease related to prior period tax positions | (167) | |
Increase related to current year tax positions | 711 | 727 |
Balance at end of year | $ 5,460 | $ 4,916 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
Operating Loss Carryforwards [Line Items] | |||
Unrecognized tax benefits | $ 5,460 | $ 4,916 | $ 4,189 |
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 38,200 | ||
Net operating loss carryforwards which do not expire | 148,500 | ||
Federal | Research and development | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforwards | 5,700 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 58,200 | ||
State | Research and development | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforwards | $ 5,300 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||
Net loss attributable to Common Stockholders, basic and diluted | $ (34,480) | $ (56,314) |
Denominator: | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic | 46,499,850 | 27,268,887 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted | 46,499,850 | 27,268,887 |
Net loss per share attributable to Common Stockholders, basic | $ (0.74) | $ (2.07) |
Net loss per share attributable to Common Stockholders, diluted | $ (0.74) | $ (2.07) |
Net Loss Per Share - Potential
Net Loss Per Share - Potential Shares of Common Stock Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Net Loss Per Share | ||
Total potential shares of common stock excluded from the computation of diluted net loss per share | 35,616,239 | 22,530,583 |
Stock options and RSUs | ||
Net Loss Per Share | ||
Total potential shares of common stock excluded from the computation of diluted net loss per share | 14,462,348 | 11,568,090 |
Convertible notes | ||
Net Loss Per Share | ||
Total potential shares of common stock excluded from the computation of diluted net loss per share | 5,827,990 | |
Common stock warrants | ||
Net Loss Per Share | ||
Total potential shares of common stock excluded from the computation of diluted net loss per share | 21,050,077 | 4,658,865 |
Common stock subject to vesting - CyborgOps | ||
Net Loss Per Share | ||
Total potential shares of common stock excluded from the computation of diluted net loss per share | 103,814 | 475,638 |
Earnout Shares | ||
Net Loss Per Share | ||
Total potential shares of common stock excluded from the computation of diluted net loss per share | 14,397,022 | |
Options | ||
Net Loss Per Share | ||
Total potential shares of common stock excluded from the computation of diluted net loss per share | 300,376 |
CyborgOps Acquisition (Details)
CyborgOps Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
May 23, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Summary of Business and Significant Accounting Policies | |||
Goodwill | $ 1,156 | $ 1,156 | |
CyborgOps | |||
Summary of Business and Significant Accounting Policies | |||
Total Consideration that may be received | $ 6,800 | ||
Total shares of the Company's common stock in acquisition | 601,764 | ||
Price per share | $ 8.75 | ||
Cash Consideration that may be received | $ 1,500 | ||
Cash Consideration that may be paid upon closing | 100 | ||
Value of promissory note that may be received | $ 1,400 | ||
Interest rate of promissory note that may be received | 5% | ||
Monthly payment of promissory note that may be received | $ 50 | ||
Consideration transferred | 2,200 | ||
Cash consideration paid upon closing | 200 | ||
Deferred cash consideration | 1,000 | ||
Stock consideration | $ 1,100 | ||
Shares to former stockholders | 126,126 | ||
Stock based compensation shares | 475,638 | ||
Stock based compensation vesting period | 4 years | ||
Deferred tax liability | $ 200 | ||
Goodwill | 1,200 | ||
Acquisition related costs | 200 | ||
Awards cancelled | 256,891 | ||
CyborgOps | Developed technology | |||
Summary of Business and Significant Accounting Policies | |||
Fair value of the assets acquired | $ 1,300 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 15, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transactions | |||
Equity investment received | $ 9,846 | ||
RSU | |||
Related Party Transactions | |||
Share based compensation arrangement by share based payment, granted | 5,795,240 | ||
Grant date fair value | $ 3.75 | ||
Investor | |||
Related Party Transactions | |||
Equity investment received | $ 1,000 | $ 1,000 | |
Shares issued | 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 | |
Cleveland Avenue, LLC | |||
Related Party Transactions | |||
Shares issued | 1,500,000 | ||
Proceeds in exchange for newly issued common stock | $ 3,000 | ||
Percentage of interest held in entity | 10% |
Subsequent Events - Third Amend
Subsequent Events - Third Amendment to Credit Agreement (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 10, 2023 | Sep. 22, 2022 |
Subsequent Event [Line Items] | ||
Number of shares warrants can be converted to | 18,415,453 | |
Subsequent Event | Credit Agreement | ||
Subsequent Event [Line Items] | ||
Additional debt advanced amount | $ 3 | |
Interest for warrants | 6 | |
Subsequent Event | Third Amendment To Credit Agreement | ||
Subsequent Event [Line Items] | ||
Debt covenants minimum cash collateral | $ 10 | |
Rolling term of operating cash | 3 months | |
Subsequent Event | Third Amendment To Credit Agreement | October 2023 | ||
Subsequent Event [Line Items] | ||
Cash burn amount | $ 10.7 | |
Subsequent Event | Third Amendment To Credit Agreement | November 2023 | ||
Subsequent Event [Line Items] | ||
Cash burn amount | 11.4 | |
Subsequent Event | Third Amendment To Credit Agreement | December 2023 | ||
Subsequent Event [Line Items] | ||
Cash burn amount | $ 10.3 | |
Subsequent Event | Third Amendment To Credit Agreement | First time period | ||
Subsequent Event [Line Items] | ||
Percentage of capitalized interest payment | 100% | |
Subsequent Event | Third Amendment To Credit Agreement | Second time period | ||
Subsequent Event [Line Items] | ||
Percentage of capitalized interest payment | 100% | |
Presto CA LLC | Subsequent Event | Credit Agreement | ||
Subsequent Event [Line Items] | ||
Amount of additional equity investments | $ 3 | |
Presto CA LLC | Subsequent Event | Credit Agreement | Minimum | ||
Subsequent Event [Line Items] | ||
Percentage of ownership of equity interest | 10% | |
Third Amended Warrants | Subsequent Event | Credit Agreement | ||
Subsequent Event [Line Items] | ||
Number of shares warrants can be converted to | 3,000,000 | |
Purchase price | $ 0.01 |
Subsequent Events - Third Ame_2
Subsequent Events - Third Amended and Restated Fee Letter (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 10, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 22, 2022 | Jun. 30, 2022 |
Subsequent Event [Line Items] | |||||
Number of shares warrants can be converted to | 18,415,453 | ||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Exercise Price | $ 6.53 | $ 6.53 | |||
Term loans | |||||
Subsequent Event [Line Items] | |||||
Amendment fee | $ 200 | ||||
Number of shares warrants can be converted to | 400,000 | ||||
Exercise Price | $ 0.01 | ||||
Term loans | Subsequent Events. | |||||
Subsequent Event [Line Items] | |||||
Amendment fee | $ 100 | ||||
Number of shares warrants can be converted to | 25,000 | ||||
Common stock par value | $ 0.0001 | ||||
Exercise Price | $ 0.01 |
Subsequent Events - Lock-Up Agr
Subsequent Events - Lock-Up Agreements and Securities Purchase Agreement (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 10, 2023 | Jun. 30, 2023 | Sep. 22, 2022 | Jun. 30, 2022 |
Subsequent Event [Line Items] | ||||
Shares available for future issuance | 51,260,285 | |||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Subsequent Events. | Private Placement | ||||
Subsequent Event [Line Items] | ||||
Shares available for future issuance | 1,500,000 | |||
Common stock par value | $ 0.0001 | |||
Purchase price | $ 2 | |||
Aggregate purchase price | $ 3 |