Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 22, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001826681 | |
Entity Registrant Name | SARCOS TECHNOLOGY AND ROBOTICS CORPORATION | |
Entity File Number | 001-39897 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 360 Wakara Way | |
Entity Address, City or Town | Salt Lake City | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84108 | |
City Area Code | 888 | |
Local Phone Number | 927-7296 | |
Entity Tax Identification Number | 85-2838301 | |
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 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 142,848,780 | |
Common Stock | ||
Document Information [Line Items] | ||
Trading Symbol | STRC | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Warrants to Purchase Common Stock | ||
Document Information [Line Items] | ||
Trading Symbol | STRCW | |
Title of 12(b) Security | Warrants to purchase Common Stock | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 239,148 | $ 33,664 |
Restricted cash, current | 108 | |
Accounts receivable | 777 | 1,051 |
Unbilled receivable | 56 | 219 |
Inventories | 1,314 | 707 |
Prepaid expenses and other current assets | 1,450 | 693 |
Total current assets | 242,853 | 36,334 |
Restricted cash, net of current | 1,932 | |
Property and equipment, net | 5,236 | 1,425 |
Other non-current assets | 426 | 292 |
Total assets | 250,447 | 38,051 |
Liabilities, Current [Abstract] | ||
Accounts payable | 1,933 | 972 |
Accrued liabilities | 2,689 | 1,255 |
Notes payable, current | 108 | 1,328 |
Total current liabilities | 4,730 | 3,555 |
Notes payable, net of current | 1,892 | 1,066 |
Warrant liabilities | 5,265 | |
Deferred rent long term | 1,819 | |
Other non-current liabilities | 300 | 526 |
Total liabilities | 14,006 | 5,147 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value, 990,000,000 and 133,312,415 shares authorized as of September 30, 2021 and December 31, 2020; 137,589,275 and 104,039,354 shares issued and outstanding as of September 30, 2021, and December 31, 2020, respectively | 13 | 10 |
Additional paid-in capital | 347,857 | 96,880 |
Accumulated deficit | (111,429) | (63,983) |
Total Sarcos Technology and Robotics Corporation stockholders' equity | 236,441 | 32,907 |
Noncontrolling interests | (3) | |
Total stockholders’ equity | 236,441 | 32,904 |
Total liabilities and stockholders' equity | $ 250,447 | $ 38,051 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Sep. 24, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 990,000,000 | 133,312,415 | ||
Common stock, shares issued | 137,589,275 | 104,039,354 | 137,589,275 | |
Common stock, shares outstanding | 137,589,275 | 21,483,286 | 104,039,354 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue, net | $ 1,129 | $ 1,505 | $ 4,071 | $ 5,387 |
Operating expenses: | ||||
Cost of revenue | 929 | 1,044 | 2,807 | 3,537 |
Research and development | 4,529 | 4,606 | 11,398 | 11,249 |
General and administrative | 33,864 | 2,017 | 39,099 | 5,716 |
Sales and marketing | 2,295 | 732 | 4,114 | 2,023 |
Total operating expenses | 41,617 | 8,399 | 57,418 | 22,525 |
Loss from operations | (40,488) | (6,894) | (53,347) | (17,138) |
Interest (expense) income, net | (7) | (30) | 58 | |
Gain on warrant liability | 3,510 | 3,510 | ||
Gain on forgiveness of notes payable | 2,394 | |||
Other income, net | 1 | 28 | 31 | |
Loss before provision for income taxes | (36,985) | (6,893) | (47,445) | (17,049) |
Provision for income taxes | 0 | 0 | 1 | 1 |
Net loss and comprehensive loss | (36,985) | (6,893) | (47,446) | (17,049) |
Net loss attributable to common stockholders | $ (36,985) | $ (6,893) | $ (47,446) | $ (17,049) |
Net loss per share attributable to common stockholders: | ||||
Basic and diluted | $ (0.35) | $ (0.07) | $ (0.45) | $ (0.17) |
Weighted-average shares used in computing net loss per share attributable to common stockholders | ||||
Basic and diluted | 106,614,893 | 103,506,165 | 104,922,111 | 98,862,683 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Previously Reported | Additional Paid-In Capital | Additional Paid-In CapitalPreviously Reported | Additional Paid-In CapitalRevision of Prior Period Adjustment | Accumulated Deficit | Accumulated DeficitPreviously Reported | Noncontrolling Interests | Noncontrolling InterestsPreviously Reported | Series APreviously Reported | Series ARevision of Prior Period Adjustment | Series BPreviously Reported | Series BRevision of Prior Period Adjustment | Series CPreviously Reported | Series CRevision of Prior Period Adjustment | Common Class ACommon Stock | Common Class ACommon StockPreviously Reported | Common Class ACommon StockRevision of Prior Period Adjustment | Common Class BCommon StockPreviously Reported | Common Class BCommon StockRevision of Prior Period Adjustment |
Beginning balance at Dec. 31, 2019 | $ 11,473 | $ 11,473 | $ 54,525 | $ 54,518 | $ 7 | $ (43,057) | $ (43,057) | $ (3) | $ (3) | $ 8 | $ 8 | $ 7 | $ (7) | |||||||
Temporary equity beginning balance (in Shares) at Dec. 31, 2019 | 5,421,446 | (5,421,446) | 3,158,338 | (3,158,338) | ||||||||||||||||
Temporary equity beginning balance at Dec. 31, 2019 | $ 5 | $ 5 | $ 3 | $ 3 | ||||||||||||||||
Beginning balance (in Shares) at Dec. 31, 2019 | 81,756,305 | 109,536 | 81,646,769 | 7,250,001 | 7,250,001 | |||||||||||||||
Issuance of common stock warrants | 1,220 | 1,220 | ||||||||||||||||||
Vesting of founder shares subject to repurchase | 25 | 25 | ||||||||||||||||||
Vesting of founder shares subject to repurchase (in Shares) | 1,282,306 | |||||||||||||||||||
Issuance of common stock, net of issuance cost | 38,648 | 38,646 | $ 2 | |||||||||||||||||
Issuance of common stock, net of issuance cost, Shares | 18,117,573 | |||||||||||||||||||
Share based compensation | 683 | 683 | ||||||||||||||||||
Exercise of stock options | 5 | 5 | ||||||||||||||||||
Exercise of stock options (in Shares) | 36,956 | |||||||||||||||||||
Net loss | (4,951) | (4,951) | ||||||||||||||||||
Ending balance at Mar. 31, 2020 | 47,103 | 95,104 | (48,008) | (3) | $ 10 | |||||||||||||||
Ending balance (in Shares) at Mar. 31, 2020 | 101,193,140 | |||||||||||||||||||
Vesting of founder shares subject to repurchase | 25 | 25 | ||||||||||||||||||
Vesting of founder shares subject to repurchase (in Shares) | 1,282,306 | |||||||||||||||||||
Share based compensation | 704 | 704 | ||||||||||||||||||
Exercise of stock options | 53 | 53 | ||||||||||||||||||
Exercise of stock options (in Shares) | 127,692 | |||||||||||||||||||
Net loss | (5,205) | (5,205) | ||||||||||||||||||
Ending balance at Jun. 30, 2020 | 42,680 | 95,886 | (53,213) | (3) | $ 10 | |||||||||||||||
Ending balance (in Shares) at Jun. 30, 2020 | 102,603,138 | |||||||||||||||||||
Vesting of founder shares subject to repurchase | 25 | 25 | ||||||||||||||||||
Vesting of founder shares subject to repurchase (in Shares) | 1,282,305 | |||||||||||||||||||
Share based compensation | 717 | 717 | ||||||||||||||||||
Exercise of stock options | 48 | 48 | ||||||||||||||||||
Exercise of stock options (in Shares) | 113,356 | |||||||||||||||||||
Net loss | (6,893) | (6,893) | ||||||||||||||||||
Ending balance at Sep. 30, 2020 | 36,577 | 96,676 | (60,106) | (3) | $ 10 | |||||||||||||||
Ending balance (in Shares) at Sep. 30, 2020 | 103,998,799 | |||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 32,904 | 32,904 | 96,880 | 96,870 | 10 | (63,983) | (63,983) | (3) | (3) | $ 10 | $ 10 | $ 8 | $ (8) | |||||||
Temporary equity beginning balance (in Shares) at Dec. 31, 2020 | 5,421,446 | (5,421,446) | 3,158,338 | (3,158,338) | 3,532,228 | (3,532,228) | ||||||||||||||
Temporary equity beginning balance at Dec. 31, 2020 | $ 5 | $ (5) | $ 3 | $ (3) | $ 4 | $ (4) | ||||||||||||||
Beginning balance (in Shares) at Dec. 31, 2020 | 104,039,354 | 171,645 | 103,867,709 | 8,000,001 | (8,000,001) | |||||||||||||||
Purchase of non-controlling interest | (200) | (203) | 3 | |||||||||||||||||
Share based compensation | 173 | 173 | ||||||||||||||||||
Exercise of stock options | 20 | 20 | ||||||||||||||||||
Exercise of stock options (in Shares) | 24,618 | |||||||||||||||||||
Net loss | (5,198) | (5,198) | ||||||||||||||||||
Ending balance at Mar. 31, 2021 | 27,699 | 96,870 | (69,181) | $ 10 | ||||||||||||||||
Ending balance (in Shares) at Mar. 31, 2021 | 104,063,972 | |||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 32,904 | $ 32,904 | 96,880 | $ 96,870 | $ 10 | (63,983) | $ (63,983) | $ (3) | $ (3) | $ 10 | $ 10 | $ 8 | $ (8) | |||||||
Temporary equity beginning balance (in Shares) at Dec. 31, 2020 | 5,421,446 | (5,421,446) | 3,158,338 | (3,158,338) | 3,532,228 | (3,532,228) | ||||||||||||||
Temporary equity beginning balance at Dec. 31, 2020 | $ 5 | $ (5) | $ 3 | $ (3) | $ 4 | $ (4) | ||||||||||||||
Beginning balance (in Shares) at Dec. 31, 2020 | 104,039,354 | 171,645 | 103,867,709 | 8,000,001 | (8,000,001) | |||||||||||||||
Exercise of stock options (in Shares) | 24,746 | |||||||||||||||||||
Ending balance at Sep. 30, 2021 | $ 236,441 | 347,857 | (111,429) | $ 13 | ||||||||||||||||
Ending balance (in Shares) at Sep. 30, 2021 | 137,589,275 | |||||||||||||||||||
Beginning balance at Mar. 31, 2021 | 27,699 | 96,870 | (69,181) | $ 10 | ||||||||||||||||
Beginning balance (in Shares) at Mar. 31, 2021 | 104,063,972 | |||||||||||||||||||
Share based compensation | 219 | 219 | ||||||||||||||||||
Net loss | (5,263) | (5,263) | ||||||||||||||||||
Ending balance at Jun. 30, 2021 | 22,655 | 97,089 | (74,444) | $ 10 | ||||||||||||||||
Ending balance (in Shares) at Jun. 30, 2021 | 104,063,972 | |||||||||||||||||||
Issuance of cashless exercise of common stock warrants (in Shares) | 999,185 | |||||||||||||||||||
Issuance of common stock upon Merger, net of transaction costs | 404 | 403 | $ 1 | |||||||||||||||||
Issuance of common stock upon Merger, net of transaction costs (in Shares) | 10,525,990 | |||||||||||||||||||
Issuance of PIPE shares | 220,000 | 219,998 | $ 2 | |||||||||||||||||
Issuance of PIPE shares (in Shares) | 22,000,000 | |||||||||||||||||||
Share based compensation | 30,367 | 30,367 | ||||||||||||||||||
Exercise of stock options (in Shares) | 128 | |||||||||||||||||||
Net loss | (36,985) | (36,985) | ||||||||||||||||||
Ending balance at Sep. 30, 2021 | $ 236,441 | $ 347,857 | $ (111,429) | $ 13 | ||||||||||||||||
Ending balance (in Shares) at Sep. 30, 2021 | 137,589,275 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||
Net loss | $ (36,985) | $ (6,893) | $ (47,446) | $ (17,049) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||
Share-based compensation | 30,758 | 2,104 | |||
Depreciation and amortization | 326 | 345 | |||
Change in fair value of warrant liability | (3,510) | ||||
Gain on forgiveness of notes payable | (2,394) | ||||
Changes in operating assets and liabilities | |||||
Accounts receivable | 274 | 384 | $ (135) | ||
Unbilled receivable | 163 | 673 | |||
Inventories | (607) | 164 | |||
Other non-current assets | (134) | (192) | |||
Prepaid expenses and other current assets | (331) | (86) | |||
Accounts payable | 930 | (171) | |||
Accrued liabilities | 315 | 461 | |||
Unearned revenue | 297 | ||||
Deferred rent | 831 | ||||
Other non-current liabilities | (83) | 629 | |||
Net cash used in operating activities | (20,908) | (12,441) | |||
Net Cash Provided by (Used in) Investing Activities [Abstract] | |||||
Purchases of property and equipment | (3,039) | (804) | |||
Net cash used in investing activities | (3,039) | (804) | |||
Net Cash Provided by (Used in) Financing Activities [Abstract] | |||||
Proceeds from Issuance of Convertible Preferred Stock | 39,867 | ||||
Proceeds from notes payable | 2,000 | 2,394 | |||
Proceeds from exercise of stock options | 20 | 107 | |||
Purchase of non-controlling interest | (200) | ||||
Payment of obligations under capital leases | (3) | (2) | |||
Proceeds from PIPE | 220,000 | ||||
Proceeds from Merger | 25,359 | ||||
Payments for transaction costs | (15,705) | ||||
Net cash provided by financing activities | 231,471 | 42,366 | |||
Net increase in cash, cash equivalents, and restricted cash | 207,524 | 29,121 | |||
Cash, cash equivalents, and restricted cash at beginning of period | 33,664 | 9,195 | 9,195 | ||
Cash, cash equivalents, and restricted cash at end of period | $ 241,188 | $ 38,316 | 241,188 | 38,316 | $ 33,664 |
Supplemental disclosure of cash flow information: | |||||
Cash paid for interest | 1 | 1 | |||
Cash paid for income taxes | 2 | ||||
Noncash Investing and Financing Items [Abstract] | |||||
Issuance of common stock warrants | 1,220 | ||||
Purchase of property and equipment included in accounts payable at period-end | 232 | 5 | |||
Purchase of property and equipment under capital leases | 386 | ||||
Vesting of founder shares subject to repurchase | $ 75 | ||||
Leasehold improvements paid by lessor | 988 | ||||
Unpaid transaction costs | 669 | ||||
Assumption of warrant liabilities | $ 8,774 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 1. Basis of Pr esentation and Summary of Significant Accounting Policies ​ Description of the Business Sarcos Technology and Robotics Corporation (the “Company” or “Sarcos”) formerly known as Rotor Acquisition Corp. (“Rotor”), designs and produces highly dexterous mobile robotic systems for use in dynamic environments. Business Combination On September 24, 2021 (the “Closing Date”), we consummated the business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of April 5, 2021, by and among Rotor, Rotor Merger Sub Corp., a Delaware corporation, and a direct, wholly-owned subsidiary of Rotor (“Merger Sub”), and Sarcos Corp., a Utah corporation (“Old Sarcos”) and Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 28, 2021 (the “Amendment” and the Original Merger Agreement, as amended, the “Merger Agreement”), by and among the Company, Merger Sub and Old Sarcos. Pursuant to the terms of the Merger Agreement, the Business Combination between the Company and Old Sarcos was effected through the merger of Merger Sub with and into Old Sarcos, with Old Sarcos continuing as the surviving corporation (the “Merger”) and a wholly-owned subsidiary of the Company. On the Closing Date, the registrant changed its name from Rotor Acquisition Corp. to Sarcos Technology and Robotics Corporation. Immediately prior to the effective time of the Merger (the “Effective Time”), all issued and outstanding warrants to purchase shares of Class A common stock of Old Sarcos were net exercised and all issued and outstanding shares of preferred stock of Old Sarcos were converted into common stock of Old Sarcos (collectively, the “Old Sarcos Common Stock”). Pursuant to the terms of the Merger Agreement, at the Effective Time:  Each outstanding share of Old Sarcos Common Stock, after giving effect to the conversion described above, was cancelled and converted into and became (i) the right to receive approximately 5.129222424 shares (the “Exchange Ratio”) of Common Stock of the Company, par value $ 0.0001 per share (the “Common Stock”), rounded down to the nearest whole share plus (ii) the contingent right to receive a portion of additional shares of Common Stock upon achievement of certain milestones (the “Contingent Merger Consideration”), as described below;  All outstanding options, restricted stock units (“RSUs”) and restricted stock award (“RSA”) of Old Sarcos, whether vested or unvested, were assumed by the Company and converted into options, RSUs and RSA of the Company; In addition, each holder of Old Sarcos capital stock (including any Old Sarcos RSAs) was entitled to a right to Contingent Merger Consideration at the Closing Date in the form of earn-outs, up to an aggregate of 28,125,000 shares of Common Stock. On the Closing Date, certain investors (the “PIPE Investors”) purchased from the Company an aggregate of 22,000,000 shares (the “PIPE Shares”) of Common Stock at a price of $ 10.00 per share, for an aggregate purchase price of $ 220,000 (the “PIPE Financing”), in a private placement pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into effective as of April 5, 2021. On September 27, 2021, the Common Stock and warrants of Sarcos Technology and Robotics Corporation (formerly those of Rotor Acquisition Corp.), ceased trading on the New York Stock Exchange and began trading on The Nasdaq Global Market (“Nasdaq”) as “STRC” and “STRCW”, respectively. ​ Basis of Presentation and Consolidation ​ The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S.A. (“GAAP”). The condensed consolidated financial statements as of September 30, 2021, are unaudited. The condensed consolidated balance sheet as of December 31, 2020, included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2020, which are included in the Company’s prospectus filed with the SEC on October 21, 2021. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s fiscal year begins on January 1 and ends on December 31. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet as of September 30, 2021, the results of operations, including its comprehensive loss, and stockholders’ equity for the three and nine months ended September 30, 2021 and 2020, and the statement of cash flows for the nine months ended September 30, 2021 and 2020. All adjustments are of a normal recurring nature. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2021. Summary of Significant Accounting Policies There have been no changes to the Company’s significant accounting policies described in the annual condensed consolidated financial statements for the year ended December 31, 2020, that have had a material impact on the Company’s consolidated financial statements and related notes. In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. Modifications continue to be made to our normal operations because of the COVID-19 pandemic and we continue to monitor our operations and government recommendations. Travel restrictions and capacity limits at customer locations imposed in response to the COVID-19 pandemic continue to cause delays in the assessment and deployment of our products. Although it is widely expected that the impact of the pandemic will subside over time, we cannot predict the future extent or duration of the impact that the COVID-19 pandemic will have on our financial condition and operations. The impact of the COVID-19 pandemic on our financial performance will depend on future developments, including the duration and spread of the outbreak and related governmental advisories and restrictions. If the financial markets and/or the overall economy continue to be impacted for an extended period, Sarcos operations and financial results may be adversely affected. Liquidity and Capital Resources Cash and cash equivalents were $ 239,148 as of September 30, 2021, compared to $ 33,664 as of December 31, 2020. The Company has historically incurred losses and negative cash flows from operations. As of September 30, 2021, the Company also had an accumulated deficit of approximately $ 111,429 and working capital of $ 238,123 . During the nine months ended September 30, 2021, the Company received $ 2,000 from the US Government under the Paycheck Protection Program ("PPP"). The Company has used these proceeds to fund qualified expenses as defined within the PPP loan agreement. These financial statements have been prepared in accordance with GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company’s main sources of liquidity were cash generated by equity offerings and debt. The Company’s primary use of cash is for operations and administrative activities including employee-related expenses, and general, operating, and overhead expenses. Future capital requirements will depend on many factors, including the Company’s customer growth rate, customer retention, timing and extent of development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product offerings and the continuing market acceptance of the Company’s products. The Company considers that there are no conditions or events in the aggregate, including the impact of the COVID-19 pandemic, that had a substantial net impact on the Company’s liquidity position On September 24, 2021, the Company completed the Merger and raised net cash proceeds of $ 229,654 , net of transaction costs. The Company believes it has sufficient financial resources for at least the next 12 months from the date of this Report. Restricted Cash As a result of the Merger and Merger Agreement, the Company has restricted cash deposited in an interest-bearing escrow account representing the payments for the second PPP loan received by Old Sarcos as required to secure the PPP lender’s consent to the Merger without Small Business Administration (“SBA”) approval. We expect this restricted cash to be fully released upon approval by the SBA of the Company’s application for forgiveness of the PPP loan in accordance with the applicable regulations. As of September 30, 2021, the restricted cash associated with the Company's PPP loan has been classified as $ 108 current and $ 1,932 non-current assets, respectively. ​ ​ Revenue Recognition The Company recognizes revenue from the sale of its products and from the delivery of goods and/or services arising out of its contractual arrangements to provide research and development services that are fully funded by the customer. The Company recognizes revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process: 1) Identify the contract with a customer: A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights and obligations regarding the products and services to be transferred and identifies the payment terms related to these products and services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for products and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Contract modifications may include changes in scope of work, and/or the period of completion of the project. The Company analyzes contract modifications to determine if they should be accounted for as a modification to an existing contract or a new stand-alone contract. 2) Identify the performance obligations in the contract: The Company enters into contracts that can include combinations of products and services, which are either capable of being distinct and accounted for as separate performance obligations or as one performance obligation if the majority of tasks and services form a single project or capability. However, determining whether products or services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. 3) Determine the transaction price: The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. Such amounts are typically stated in the customer contract. However, to the extent that the Company identifies variable consideration, the Company will estimate the variable consideration at the onset of the arrangement as long as it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s current contracts do not include any significant financing components because the timing of the transfer of the underlying products and services under contract are at the customers’ discretion. Additionally, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Taxes collected from customers and remitted to governmental authorities are not included in revenue. 4) Allocate the transaction price to performance obligations in the contract: Once the Company has determined the transaction price, the total transaction price is allocated to each performance obligation in a manner depicting the amount of consideration to which the Company expects to be entitled in exchange for transferring the good(s) or service(s) to the customer. If applicable, the Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. The standalone selling price represents the amount we would sell the good(s) or service(s) to a customer on a standalone basis. For the government contracts, the Company uses expected cost plus a margin as standalone selling price. Because our contract pricing with the government customer is based on expected cost plus margin the standalone selling price of the good(s) or service(s) in our contracts with the government customer are typically equal to the selling price stated in the contract. When we sell standard good(s) or service(s) with observable standalone sale transaction, the observable standalone sales transactions are used to determine the standalone selling price. 5) Recognize revenue when or as the Company satisfies a performance obligation : For each performance obligation identified, we determine at contract inception whether we satisfy the performance obligation over time or at a point in time. Revenue is recognized over time as work progresses when the Company is entitled to the reimbursement of costs plus a reasonable profit for work performed for which the Company has no alternate use. For these performance obligations that are satisfied over time, the Company generally recognizes revenue using an input method with revenue amounts being recognized proportionately as costs are incurred relative to the total expected costs to satisfy the performance obligation. The Company believes that costs incurred as a portion of total estimated costs is an appropriate measure of progress towards satisfaction of the performance obligation since this measure reasonably depicts the progress of the work effort. Revenue for performance obligations that are not recognized over time are recognized at the point in time when control transfers to the customer (which is generally upon delivery). For performance obligations that are satisfied at a point in time, the Company evaluates the point in time when the customer can direct the use of, and obtain the benefits from, the products and services. Shipping and handling costs are recorded at the time of product shipment to the customer and are included within revenue. Revenues from Contracts with Customers The Company derives its revenue from two sources. First, the Company enters into research and development agreements primarily relating to the commercialization of the Company’s core products. Second, the Company sells its products and related parts and repair services. The research and development services revenue includes revenue arising from different types of contractual arrangements, including cost-type contracts and fixed-price contracts. Revenue from the sales of the Company’s products primarily includes sales of the Company’s Guardian S remote-controlled visual inspection and surveillance robotic system and its Guardian Heavy-Lift System (“HLS”). Research and Development Services Cost-type contracts – Research, development and/or testing service contracts, including cost-plus-fixed-fee and time and material contracts, relate primarily to the development of technology in the areas of robotics, artificial intelligence and unmanned systems. Cost-type contracts are generally entered into with the U.S. government. These contracts are billed at cost plus a margin as defined by the contract and Federal Acquisition Regulation (“FAR”). The FAR establishes regulations around procurement by the government and provides guidance on the types of costs that are allowable in establishing prices for goods and services delivered under government contracts. Revenue on cost-type contracts is recognized over time as goods and services are provided. Fixed-price contracts – Fixed-price development contracts relate primarily to the development of technology in the area of robotic platforms. Fixed-price development contracts generally require a significant service of integrating a complex set of tasks and components into a single deliverable. Revenue on fixed-price contracts is generally recognized over time as goods and services are provided. To the extent the Company's actual costs vary from the fixed fee, we will generate more or less profit or could incur a loss. In accordance with Accounting Standards Codification 606, for fixed price contracts, the Company will recognize losses at the contract level in earnings in the period in which they are incurred. Product Sales Product revenues relate to sales of the Company’s Guardian S and Guardian HLS products, and certain miscellaneous parts, accessories and repair services. The Company provides a limited one-year warranty on product sales. Product warranties are considered assurance-type warranties and are not considered to be separate performance obligations. Revenue on product sales is recognized at a point in time when goods are shipped to the customer. At the time revenue is recognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated product performance. The revenue recognized for Research and Development Services and Product Sales were as follows: For the three months ended September 30 For the nine months ended September 30 2021 2020 2021 2020 Research and Development Services $ 694 $ 1,247 $ 3,324 $ 4,681 Product Sales 435 258 747 706 Total Revenue $ 1,129 $ 1,505 $ 4,071 $ 5,387 Contract Balances The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivable, unbilled receivables, contract assets, and contract liabilities in the Condensed Consolidated Balance Sheet. Contract liabilities, discussed below, are also referenced as “deferred revenue” on the condensed consolidated financial statements and related disclosures. Cash received that is in excess of revenues recognized and are contingent upon the satisfaction of performance obligations are accounted for as deferred revenue. Contract assets include unbilled amounts resulting from contracts in which revenue is recognized over time, revenue recognized exceeds the amount billed, and right to payment is not only subject to the passage of time and further performance. The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenues are as follows: Accounts receivable Unbilled receivable Contract assets (current) Contract assets (long-term) Deferred revenue (current) Opening Balance as of December 31, 2019 $ 916 $ 868 $ 195 $ 110 $ 200 Increase/(decrease), net 135 ( 649 ) ( 102 ) ( 17 ) ( 143 ) Ending Balance as of December 31, 2020 1,051 219 93 93 57 Increase/(decrease), net ( 274 ) ( 163 ) ( 8 ) ( 56 ) ( 27 ) Ending Balance as of September 30, 2021 $ 777 $ 56 $ 85 $ 37 $ 30 The Company recorded its current contract assets, long-term contract assets and current deferred revenue within Prepaid expenses and other current assets, Other non-current assets, and Accrued liabilities, respectively. For the deferred revenue balance, during the three and nine months ended September 30, 2021, the Company recognized revenue of $ 5 and $ 57 , respectively, in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Remaining performance obligations As of September 30, 2021, the Company had backlog, or revenue related to remaining performance obligations, of $ 3,422 . We expect approximately 32 % of this backlog to be recognized in 2021 and the remainder to be recognized in 2022. Recently Issued Accounting Standard Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In February 2016, the FASB issued ASU 2016-02 regarding ASC 842 Leases . The amendments in this guidance require balance sheet recognition of lease assets and lease liabilities by lessees for leases classified as operating leases, with an optional policy election to not recognize lease assets and lease liabilities for leases with a term of 12 months or less. The amendments also require new disclosures, including qualitative and quantitative requirements, providing additional information about the amounts recorded in the consolidated financial statements. The amendments require a modified retrospective approach with optional practical expedients. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. ASU 2018-11 provides entities another option for transition, allowing entities to not apply the new standard in the comparative periods they present in their consolidated financial statements in the year of adoption. In June 2020, the FASB Issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities (“ASU 2020-05”). The update defers the initial effective date of ASU 2016-02 by one year for private companies and private non-for-profits. For these entities, the effective date is for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is evaluating the impact of adopting this new accounting guidance on its condensed consolidated financial statements. In June 2016, the FASB Issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard will be effective for the Company beginning January 1, 2023, with early application permitted. The Company is evaluating the impact of adopting this new accounting guidance on its condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles and to simplify areas such as franchise taxes, step up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The ASU is effective for the Company beginning January 1, 2022. The Company is currently evaluating the impact of adopting this standard on its condensed consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 2. Fair Value Measurements The Company's condensed consolidated financial instruments consist of cash and cash equivalents and accounts receivable. Topic 820, Fair Value Measurement , defines fair value as the exchange price that would be received for an asset, or an exit price 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. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1—Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2—Fair value is determined using quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active or are directly or indirectly observable. Level 3—Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as an option pricing model, discounted cash flow, or similar technique. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis On a recurring basis, the Company measures certain of its financial assets, namely its cash equivalents, at fair value. The fair value of the Company’s financial assets measured at fair value on a recurring basis was determined using the following inputs: As of September 30, 2021 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds $ 9,604 $ — $ — $ 9,604 Total assets $ 9,604 $ — $ — $ 9,604 Liabilities: Warrant liability $ — $ — $ 5,265 $ 5,265 Total liabilities $ — $ — $ 5,265 $ 5,265  As of December 31, 2020 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds $ 31,726 $ — $ — $ 31,726 Total assets $ 31,726 $ — $ — $ 31,726 Cash equivalents consist primarily of money market funds with original maturities of three months or less at the time of purchase, and the carrying amount is a reasonable estimate of fair value. There were no transfers between fair value measurements levels during the nine months ended September 30, 2021 and December 31, 2020. The table sets forth a summary of changes in the fair value of the Company’s Level 3 warrants for the years ended December 31, 2020, and the nine months ended September 30, 2021: Balance at December 31, 2020 $ — Increase in fair value of warrants 5,265 Balance at September 30, 2021 $ 5,265 Through the three months and nine months ended September 30, 2020, and 2021, there were no transfers to or from any level. The carrying amounts of accounts payable, accrued expenses and notes payable approximate their fair values because of the relatively short periods until they mature or are required to be settled. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | 3. Balance Sheet Components Inventories Inventories consist of the following: September 30, 2021 December 31, 2020 Raw materials $ 511 $ 516 Work-in-process 262 100 Finished goods 541 91 Total inventories $ 1,314 $ 707 Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following: September 30, 2021 December 31, 2020 Prepaid rent and other expense $ 869 $ 313 Software 489 287 Other assets 92 93 Total prepaid expenses and other current assets $ 1,450 $ 693 Property and equipment, net Property and equipment, net consist of the following: September 30, 2021 December 31, 2020 Robotics and manufacturing equipment $ 796 $ 659 Leasehold improvements 154 154 Computer equipment 578 568 Capital leased computer equipment 264 386 Software 393 359 Other fixed assets 147 147 Construction in progress 4,219 141 Property and equipment, gross 6,551 2,414 Accumulated depreciation and amortization ( 1,315 ) ( 989 ) Property and equipment, net $ 5,236 $ 1,425 Depreciation and amortization expenses were $ 326 and $ 345 , for the nine months ended September 30, 2021 and September 30, 2020, respectively. Included in construction in progress is $ 2,736 of tenant improvement related to the improvements made in the new facility to be leased. Accrued liabilities Accrued liabilities consist of the following: September 30, 2021 December 31, 2020 Payroll and payroll taxes $ 410 $ 648 CARES Act deferred payroll taxes 286 286 Consulting and professional services 585 125 Accrued transaction costs 669 — Accrued facility costs 260 — Other current liabilities 479 196 Total accrued liabilities $ 2,689 $ 1,255 Other non-current liabilities Other non-current liabilities consist of the following: September 30, 2021 December 31, 2020 CARES Act deferred payroll taxes $ 286 $ 286 Capital leases 8 240 Other non-current liabilities 6 — Total other non-current liabilities $ 300 $ 526 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | 4. Notes Payable Paycheck Protection Program Loan In April 2020, Old Sarcos received an unsecured loan in the principal amount of $ 2,394 under the PPP loan administered by the SBA, pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP loan provides for an interest rate of 1.00 % per year and matures two years from the commencement date. The terms of the PPP loan were subsequently revised in accordance with the provisions of the Paycheck Protection Flexibility Act of 2020, or the PPP Flexibility Act, which was enacted on June 5, 2020. The PPP loan is subject to forgiveness under the PPP loan to the extent proceeds of the loan are used for eligible expenditures. The PPP loan may be used for payroll costs, costs related to certain group health care benefits and insurance premiums, rent payments, utility payments, mortgage interest payments and interest payments on any other debt obligation that were incurred before February 15, 2020. On June 11, 2021, the first PPP loan granted of $ 2,394 was forgiven. On March 3, 2021, Old Sarcos was granted a second PPP loan of $ 2,000 based on qualified spending, decreased quarterly revenue, and other factors. The second PPP loan is eligible for forgiveness based on qualified spending during an 8-to-24 month covered period, assuming employee and compensation levels are maintained. Loan payments are deferred for at least 10 months after the end of the covered period. Under the terms of the CARES Act and the PPP Flexibility Act, the Company may apply for and be granted forgiveness for all or a portion of loan granted under the PPP Flexibility Act, with such forgiveness to be determined, subject to limitations (including where employees of the Company have been terminated and not re-hired by a certain date), based on the use of the loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. The terms of any forgiveness may also be subject to further requirements in regulations and guidelines adopted by the SBA. While the Company currently believes that its use of the PPP loan proceeds has met the conditions for forgiveness under the PPP Flexibility Act, no assurance is provided that the Company will obtain whole or partial forgiveness of the loans. Notes payable consisted of the following: September 30, 2021 December 31, 2020 First PPP loan $ — $ 2,394 Second PPP loan 2,000 — Total Notes payable 2,000 2,394 Less: Notes payable, current portion 108 1,328 Notes payable, net of current portion $ 1,892 $ 1,066 As of September 30, 2021, the scheduled principal payments of the Company's PPP loan, shown if the loan is not forgiven, were as follows: 2021 (Remaining) $ — 2022 241 2023 535 2024 541 2025 546 2026 137 Total $ 2,000 |
Reverse Recapitalization
Reverse Recapitalization | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Reverse Recapitalization | 5. Reverse Recapitalization Pursuant to ASC 805, Business Combinations , the Merger was accounted for as a Reverse Recapitalization, rather than a business combination, for financial accounting and reporting purposes. Accordingly, Old Sarcos was deemed the accounting acquirer (and legal acquiree) and Rotor was treated as the accounting acquiree (and legal acquirer). Under this method of accounting, the Reverse Recapitalization was treated as the equivalent of Old Sarcos issuing stock for the net assets of Rotor, accompanied by a recapitalization. The net assets of Rotor are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities, and results of operations prior to the Merger are those of Old Sarcos. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Merger, have been retroactively restated as shares reflecting the Exchange Ratio. Earn-Out Shares Each holder of Old Sarcos capital stock (including any Old Sarcos RSAs) will be entitled to a right to Contingent Merger Consideration following the Closing in the form of earn-outs, up to an aggregate of 28,125,000 shares of Common Stock. The earn-outs will become payable as follows:  14,062,500 shares of Common Stock of the Company in the aggregate if the closing share price of a share of Common Stock of the Company is equal to or exceeds $ 15.00 for 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the Closing Date and ending on the fourth anniversary of the Closing Date.  14,062,500 shares of Common Stock of the Company if the closing share price of a share of Common Stock of the Company is equal to or exceeds $ 20.00 for 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the Closing Date and ending on the fifth anniversary of the Closing Date. Earn-out shares have been issued and are accounted for as equity instruments. Earn-out shares were included as merger consideration as part of the Reverse Recapitalization and recorded in additional paid-in capital. The earn-out shares are treated as equity-linked instruments as opposed to shares outstanding, and as such are not included in shares outstanding on the Company’s consolidated balance sheets. Upon the closing of the Merger and the PIPE Financing, the Company received net cash proceeds of $ 229,654 . The following table reconciles the elements of the Merger to the condensed consolidated statements of cash flows and the condensed consolidated statements of stockholders’ equity for the nine months ended September 30, 2021: Recapitalization Cash proceeds from Rotor, net of redemptions $ 41,208 Cash proceeds from PIPE Financing 1 220,000 Less: Cash payment of transaction expenses - Sarcos ( 15,706 ) Less: Cash payment of transaction expenses and underwriting fees - Rotor ( 15,848 ) Net Cash proceeds from Merger and PIPE financing 229,654 Less: Warrant liabilities assumed ( 8,774 ) Less: Other non-cash net assets assumed 193 Less: Unpaid and previously expensed Merger transaction costs ( 669 ) Net contributions from recapitalization $ 220,404 1 The PIPE Financing. Immediately following closing of the Merger, the Company had 137,589,275 shares issued and outstanding of Common Stock. The following table present the number of shares of the Company’s Common Stock outstanding immediately following the consummation of the Merger: Number of Shares Rotor Class A Common Stock, outstanding prior to Business Combination 27,600,000 Rotor Class B Common Stock, outstanding prior to Business Combination 6,405,960 Class A common stock issued to PIPE Investors 2 22,000,000 Less: redemption of Rotor Common Stock ( 23,479,970 ) Total shares from Merger and PIPE financing 32,525,990 Recapitalization of Old Sarcos common stock into Class A common stock 3 105,063,285 Total shares of Common Stock immediately after the Effective Time 137,589,275 2 See footnote (1) of the preceding table. 3 The number of Old Sarcos shares was determined from the 21,483,286 shares of Old Sarcos Common Stock warrants, Common Stock and preferred stock outstanding immediately prior to the closing of the Business Combination, which are presented net of the Common and Preferred Stock redeemed, converted at the Exchange Ratio of 5.129222424 . This excludes a restricted stock award for 5,129,222 shares that was unvested as of the date of the Merger. All fractional shares were rounded down. In connection with the Merger, the Company incurred direct and incremental costs of approximately $ 32,567 related to legal, accounting, and other professional fees, which were deducted from the Company’s additional paid-in capital as a reduction of cash proceeds rather than expensed as incurred. As of September 30, 2021, $ 1,104 of transaction costs were recorded to operating expenses within the Condensed Consolidated Statements of Operations and Comprehensive Loss. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Equity | 6. Equity Common Stock On September 27, 2021, the Common Stock and Warrants began trading on Nasdaq Global Market under the ticker symbols “STRC” and “STRCW”, respectively. As of September 30, 2021, the Company had authorized a total of 990,000,000 shares for issuance as Common Stock. As of September 30, 2021, 137,589,275 shares of Common Stock issued and outstanding. In September 2016, the founders of Old Sarcos granted Old Sarcos a purchase right for 4,000,000 shares of Class B common stock of Old Sarcos originally purchased by the founders in 2015. Old Sarcos had an exclusive option to repurchase unvested shares of Class B common stock at a price per share equal to the original issue price per share in the event that the founder’s relationship with Old Sarcos was terminated. The repurchase right for the 4,000,000 shares lapsed in equal monthly amounts over the following 48 months period ending in September 2020 . The fair value of the repurchase right, categorized as a Class B common stock option at the date the repurchase right granted was based on the fair market value on the grant date and is being recognized as stock-based compensation expense to general and administrative expense on a straight-line basis over the vesting period. For the three months and nine months ended September 30, 2020, the amount of stock-based compensation recognized related to the founder stock options was $ 506 and $ 1,518 , respectively. For the three and nine months ended September 30, 2021, no shares of Class B Common Stock were subject to the repurchase option and there was no unrecognized amount of stock-based compensation remaining. Upon the closing of the Merger, holders of these outstanding Class B common stock of Old Sarcos received shares of the Company’s Common Stock in an amount determined by application of the Exchange Ratio, as discussed in Note 1. Preferred Stock As of September 30, 2021, the Company had authorized a total of 10,000,000 shares for issuance as preferred stock. The Company’s board of directors has the authority to issue preferred stock and to determine the rights, privileges, preferences, restrictions, and voting rights of those shares. As of September 30, 2021, the Company had no shares of preferred stock outstanding as all preferred stock of Old Sarcos had been converted to Common Stock as part of the Business Combination. Non-controlling Interest The non-controlling interest represents the membership interest in ZeptoVision, Inc., (“Zepto”) that was held by a holder other than the Company. Zepto was formed in April 2016, and the formation of Zepto was accounted for as a common control transaction at the time of formation. As of December 31, 2020, the Company's ownership percentage in Zepto was 79 %. The Company has consolidated the financial position and results of operations of Zepto and reflected the 21 % interest as a non-controlling interest. The carrying amount of the non-controlling interest will be adjusted to reflect the change in its ownership interest in the subsidiary, with the offset to equity attributable to the Company. On February 16, 2021, the Company acquired the non-controlling interest’s shares in Zepto for a purchase price of $ 200 making Zepto a wholly owned subsidiary of the Company. The acquisition of the remaining shares of Zepto resulted in the decrease of non-controlling interest to zero and adjustment to additional paid-in capital to reflect the Company's increased ownership in Zepto. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Warrants | 7. Warrants On January 31, 2020, Old Sarcos issued 250,000 Class A Common Stock warrants to one of the Series C Preferred Stock investors, at an exercise price of $ 11.3243 per share with an expiration date of January 31, 2030 . The Company generally accounts for warrants to purchase Common Stock as a component of equity at its issued cost unless the warrants include a conditional obligation to issue a variable number of shares or there is a deemed possibility that the Company may need to settle the warrants in cash. Old Sarcos estimated the fair value of these warrants using the Black-Scholes option valuation model based on the estimated fair value of the underlying Common Stock, with the following assumptions: remaining contractual term of ten years , risk-free interest rate of 3.05 %, volatility of 85 % and no dividend yield. These estimates, especially the market value of the underlying Common Stock and the related expected volatility, are highly judgmental and could differ materially in the future. Old Sarcos estimated the fair value of warrants exercisable for Class A Common Stock using the Black-Scholes option valuation model based on the estimated fair value of the underlying Series C Preferred Stock. Immediately prior to the effective time of the Merger, all of the issued and outstanding warrants to purchase 250,000 shares of Class A Stock of Old Sarcos warrants were net exercised and then upon the Closing were exchanged for shares of the Company’s Common Stock in an amount determined by application of the Exchange Ratio, as discussed in Note 1. On January 20, 2021, Rotor consummated the initial public offering (“IPO”) of 27,600,000 units (the “Units”), including the full exercise by the underwriters of their over-allotment option. Each Unit included one share of Class A Common Stock and one half of one warrant (the “Public Warrants”). Simultaneously with the closing of the IPO, Rotor consummated the sale of 7,270,000 warrants (the “Private Placement Warrants”) in a private placement to Rotor Sponsor LLC (the “Sponsor”), an affiliate of Rotor’s officers and directors, and certain funds and accounts managed by two qualified institutional buyers. The Private Placement Warrants, which Sarcos assumed as part of the Business Combination, are recorded as warrant liabilities. At the Closing Date, Old Sarcos acquired the net liabilities from Rotor, including the Public Warrants and the Private Placement Warrants (together the “Warrants”). The Company estimated the fair value of warrants exercisable for Common Stock measured at fair value on a recurring basis at the respective dates using the Black-Scholes option valuation model, for the Private Placement Warrants. The Black-Scholes option valuation model inputs are based on the estimated fair value of the underlying Common Stock at the valuation measurement date, the remaining contractual term of the warrant, the risk-free interest rates, the expected dividends, and the expected volatility of the price of the Company’s underlying stock. These estimates, especially the expected volatility, are highly judgmental and could differ materially in the future. The following table provides quantitative information regarding assumptions used in the Black Scholes option-pricing model to determine the fair value of the Private Placement Warrants: September 30, 2021 September 24, 2021 (Closing Date) Stock price $ 7.73 $ 10.05 Term (in years) 0.31 0.32 Expected volatility 25.0 % 18.9 % Risk-free rate 1.0 % 1.0 % Dividend yield 0.0 % 0.0 % Each whole Warrant entitles the registered holder to purchase one share of our Common Stock at a price of $ 11.50 per share, subject to adjustment as discussed below, at any time commencing on January 20, 2022, provided that we have an effective registration statement under the Securities Act covering the shares of the Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or we permit holders to exercise their Warrants on a cashless basis under the circumstances specified in the warrant agreement entered into between Continental Stock Transfer & Trust Company and Rotor (the “Warrant Agreement”)) and such shares are registered, qualified or exempt from registration under the securities laws of the state of residence of the holder. Pursuant to the Warrant Agreement, a Warrant holder may exercise its Warrants only for a whole number of shares of our Common Stock. This means only a whole Warrant may be exercised at a given time by a Warrant holder. The Warrants will expire five years after the completion of the Business Combination, or September 24, 2026 , at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. We will not be obligated to deliver any Common Stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of our Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration, or a valid exemption from registration is available. No Warrant will be exercisable, and we will not be obligated to issue a share of our Common Stock upon exercise of a Warrant unless the share of our Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will we be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser in the Rotor IPO of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the share of our Common Stock underlying such Unit. Except as described herein, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. The Private Placement Warrants will not be redeemable by us so long as they are held by the Sponsor or its permitted transferees, subject to certain exceptions. The Sponsor, or its permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. Redemption of Warrants When the Price per Share of Our Common Stock Equals or Exceeds $ 18.00 . Once the Warrants become exercisable, we may call the Warrants for redemption:  in whole and not in part;  at a price of $ 0.01 per Warrant;  upon not less than 30 days ’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; and  if, and only if, the last reported sale price of the shares of our Common Stock for any 20 trading days within a 30 -trading day period commencing after the Warrants become exercisable and ending three business days before we send the notice of redemption to the Warrant holders (which we refer to as the “Reference Value”) equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, we will not redeem the Warrants unless an effective registration statement under the Securities Act covering the shares of our Common Stock issuable upon exercise of the Warrants is effective and a current prospectus relating to those shares of our Common Stock is available throughout the 30-day redemption period. Redemption of Warrants When the Price per Share of Our Common Stock Equals or Exceeds $ 10.00 . Once the Warrants become exercisable, we may redeem the outstanding Warrants (except as described herein with respect to the Private Placement Warrants if we do not utilize this redemption provision):  in whole and not in part;  at $ 0.10 per Warrant upon a minimum of 30 days ’ prior written notice of redemption; provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of our Common Stock;  if, and only if, the Reference Value (as defined above) equals or exceeds $ 10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and  if the Reference Value is less than $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms (except as described above with respect to a holder’s ability to cashless exercise its Warrants) as the outstanding Public Warrants, as described above. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 8. Stock-based Compensation Equity Incentive Plan 2015 Stock Plan The total number of authorized shares under the Old Sarcos 2015 Equity Incentive Plan (the “2015 Plan”) is 3,180,714 as of September 30, 2021. The Plan provides stock options awards, RSUs and RSAs for issuance to Company employees, officers, directors, non-employee agents, and consultants as options and/or RSUs. These awards vest over three to five years and are exercisable up to 10 years from the date of grant. Unvested options are forfeited upon termination. Following the closing of the Merger, no further awards will be made under the 2015 Plan. Any forfeited options will be added to the 2021 Plan. 2021 Stock Plan On September 15, 2021, the stockholders of the Company approved the Sarcos Technology and Robotics Corporation 2021 Equity Incentive Plan (the “2021 Plan”) , and on the Closing Date, the 2021 Plan was approved by the board of directors. The maximum number of shares of Common Stock that may be issued pursuant to the 2021 Plan is (i) 30,000,000 shares of Common Stock of the Company plus (ii) any shares of Common Stock subject to stock options and other awards that were assumed in the Business Commination and expire or otherwise terminate without having been exercised in full, are tendered to or are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of shares to be added to the 2021 Plan pursuant to clause (ii) equal to 12,760,600 shares of Common Stock. As of September 30, 2021, no equity had been granted under the 2021 Plan. The following summarizes the Company’s stock option activity for the nine months ended September 30, 2021: Options Outstanding Number of Shares Weighted Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding – December 31, 2020 7,883,087 $ 0.59 6.83 $ 5,058 Granted 1,793,940 8.78   Exercised ( 24,746 ) 0.83   Cancelled ( 951,270 ) 0.82   Outstanding – September 30, 2021 8,701,011 $ 2.26 6.42 $ 47,633 Vested and expected to vest – September 30, 2021 8,701,011 2.26 6.42 $ 47,633 Exercisable – September 30, 2021 4,928,738 $ 0.43 5.3 0 $ 35,991 The following summarizes the Company’s employee RSUs activity for the nine months ended September 30, 2021: Restricted Stock Units Outstanding Number of Shares Weighted-Average Grant-Date Fair Value Outstanding – December 31, 2020 901,217 $ 1.18 Granted 205,168 8.78 Cancelled ( 6,884 ) 1.17 Outstanding – September 30, 2021 1,099,501 $ 2.60 The following summarizes the Company’s employee RSAs activity for the nine months ended September 30, 2021: Restricted Stock Awards Outstanding Number of Shares Weighted-Average Grant-Date Fair Value Outstanding – December 31, 2020  — $ — Granted  5,129,222 8.78 Outstanding – September 30, 2021 5,129,222 $ 8.78 Sarcos RSA holders are eligible to receive additional shares upon achievement of earn-out targets as discussed in Note 5 above. Vesting of RSUs were subject to service and performance conditions. RSUs granted generally include service vesting periods of one to four years , requirements related to the completion of a qualifying liquidity event, and for some awards granted to executives, requirements related to the forfeiture of cash compensation. Awards that include the forfeiture of cash compensation as a vesting requirement were based on a predetermined amount of forfeited cash salary over a one-year period. As of September 30, 2021, all awards with this forfeiture of cash compensation vesting condition had been satisfied or forfeited. The RSUs are reflected as issued and outstanding in the accompanying condensed consolidated statements of stockholders’ equity as the liquidity event has been met. The Merger was the qualifying transaction that triggered the liquidity event condition, therefore the compensation expense recognized in regard to RSUs was $ 8,086 and $ 0 , for the nine months ended September 30, 2021, and for the year ended December 31, 2020, respectively. As of September 30, 2021, the only holder of RSAs was Mr. Wolff, the Company's Chairman and Chief Executive Officer. The RSAs held by Mr. Wolff vest over a 15-month period following the consummation of a qualifying transaction. For the five-year period prior to the grant of the RSAs, Mr. Wolff had not received any equity compensation from the Company other than RSUs issued in lieu of cash compensation. The award includes vesting acceleration provisions which would result in the award becoming fully vested following a change in control event or upon death of the grantee. The Merger was the qualifying transaction that triggered the commencement of the 15-month vesting period, therefore the compensation expense recognized in regard to RSAs was $ 20,800 for the nine months ended September 30, 2021. The Company utilizes the Black-Scholes option pricing model for estimating the fair value of options granted, which requires the input of highly subjective assumptions. The Company calculates the fair value of each option grant on the grant date using the following assumptions: Expected Term —The Company uses the simplified method when calculating expected term due to insufficient historical exercise data. Expected Volatility —As the Company's shares are not actively traded, the volatility is based on a benchmark of comparable companies. Expected Dividend Yield —The dividend rate used is zero as the Company does not have a history of paying dividends on its Common Stock and does not anticipate doing so in the foreseeable future. Risk-Free Interest Rate —The interest rates used are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. The per share fair values of stock options granted and the assumptions used in estimating fair value were as follows: September 30, December 31, 2021 2020 Options Fair value of Common Stock $ 8.78 $ 0.72 Risk-free interest rate 1.05 % 0.51 % Expected term (in years) 6.14 6.06 Expected dividend yield 0.00 % 0.00 % Expected volatility 68.25 % 64.98 % The Company recognized stock-based compensation expense under the 2015 and 2021 Plan in the condensed consolidated statement of operations as follows: September 30, September 30, 2021 2020 Cost of revenue $ 70 $ 77 Research and development 269 127 Sales and marketing 787 33 General and administrative 29,632 346 Total stock-based compensation expense $ 30,758 $ 583 The fair value of stock options granted are recognized as compensation expense in the condensed consolidated statements of operations over the related vesting periods. The following is a summary of the weighted-average fair value per share: September 30, 2021 Granted $ 5.40 Exercised $ 0.48 Cancelled $ 0.55 Unvested $ 3.25 The weighted-average grant date fair value per share of RSUs granted during the nine months ended September 30, 2021 was $ 8.78 . As of September 30, 2021, there was approxima tely $ 10,311 of unrecognized stock-based compensation cost related to stock options granted under the Plan, which is expected to be recognized over an average period of 3.1 years. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 9. Net loss per Share The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended September 30, 2021 and 2020:  For the three months ended September 30,  2021 2020 Numerator:   Net loss attributable to common stockholders $ ( 36,985 ) $ ( 6,893 ) Denominator:   Weighted average shares outstanding, basic and diluted 106,614,893 103,506,165 Basic and diluted net loss per share $ ( 0.35 ) $ ( 0.07 ) The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the nine months ended September 30, 2021 and 2020:  For the nine months ended September 30,  2021 2020 Numerator:   Net loss attributable to common stockholders $ ( 47,446 ) $ ( 17,049 ) Denominator:   Weighted average shares outstanding, basic and diluted 104,922,111 98,862,683 Basic and diluted net loss per share $ ( 0.45 ) $ ( 0.17 ) We have presented the unaudited basic and diluted net loss per share for the nine months ended September 30, 2021, which has been computed to give effect to the conversion of the Old Sarcos Class B common stock and all convertible preferred shares into Old Sarcos Class A common stock as though the conversion had occurred as of the beginning of the period or the original date of issuance, if later. Basic and diluted net loss per share attributable to common stockholders is the same for the three and nine months ended September 30, 2021, and September 30, 2020, because the inclusion of potential shares of Common Stock would have been anti‑dilutive for the periods presented. The following table discloses securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share:  For the nine months ended September 30,  2021 2020 Outstanding warrants 20,549,468 1,282,306 Outstanding restricted stock awards 5,129,222 — Outstanding stock options and restricted stock units 9,800,512 9,509,332 Outstanding earnout shares 28,125,000 — Total anti-dilutive securities 63,604,202 10,791,638 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income taxes In order to determine the Company’s quarterly provision for income taxes, the Company used an estimated annual effective tax rate that is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates. Certain significant unusual or infrequently occurring items that are separately reported are separately recognized in the quarter during which they occur and can be a source of variability in the effective tax rate from quarter to quarter. Income tax expense for the three months ended September 30, 2021, was $ 0 , or approximately 0.0 % of pre-tax loss, compared to an income tax expense for the three months ended September 30, 2020, of $ 0 , or approximately - 0.0 % of pre-tax loss. Income tax expense/benefit for the three months ended September 30, 2021 and the three months ended September 30, 2020 is based on the Company’s estimated annualized effective tax rate for the fiscal years ending December 31, 2021 and December 31, 2020, respectively. For the three months ended September 30, 2021, the Company’s recognized effective tax rate differs from the U.S. federal statutory rate primarily due to the Company’s U.S. deferred tax assets being offset in full by a valuation allowance. Income tax expense for the nine months ended September 30, 2021, was $ 1 , or approximately 0.0 % of pre-tax loss, compared to an income tax expense for the nine months ended September 30, 2020, of $ 1 , or approximately 0.0 % of pre-tax loss. Income tax expense/benefit for the nine months ended September 30, 2021, and the nine months ended September 30, 2020, is based on the Company’s estimated annualized effective tax rate for the fiscal years ending December 31, 2021, and December 31, 2020, respectively. For the nine months ended September 30, 2021, the Company’s recognized effective tax rate differs from the U.S. federal statutory rate primarily due to the Company’s U.S. deferred tax assets being offset in full by a valuation allowance. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Legal Proceedings The Company may be involved in various claims, lawsuits, investigations, and other proceedings, in the normal course of the business. The Company accrues a liability when management believes information available prior to the issuance of the condensed consolidated financial statements indicates it is probable a loss has been incurred as of the date of the financial statement and the amount of loss can be reasonably estimated. The Company adjust its accruals to reflect the impact of negotiation, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Legal costs are expensed as incurred. Although claims are inherently unpredictable, the Company currently is not aware of any matters that may have a material adverse effect on its business, financial position, results of operations, or cash flows. Accordingly, the Company has not recorded any material loss contingency in the balance sheet as of September 30, 2021 and December 31, 2020. Indemnifications In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to investors, directors, officers, employees, customers or vendors with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor has the Company been involved in litigation in connection with these indemnification arrangements. As of September 30, 2021 and December 31, 2020, the Company has not accrued a liability for these guarantees as the likelihood of incurring a payment obligation, if any, in connection with these guarantees is not probable or reasonably estimable due to the unique facts and circumstances involved. Operating Leases The Company leases facilities under noncancelable operating lease agreements. Future minimum rental payments under the noncancelable operating leases, subsequent to September 30, 2021, are as follows: Operating Leases 2021 $ 106 2022 1,280 2023 970 2024 1,324 2025 1,360 2026 and thereafter 11,322 Total $ 16,362 Rent expense related to noncancelable operating leases totaled $ 1,242 and $ 220 for the nine months ended September 30, 2021 and September 30, 2020, respectively. The operating lease term includes two three-year renewal options. Capital Leases The Company leases equipment under agreements expiring at various times during the next four years. The Company has recorded the capital lease obligation within its Condensed Consolidated Balance Sheets. On July 6, 2021, a capital lease of server equipment was amended resulting in a shortened lease term. This amendment resulted in a $ 142 reduction in Property and equipment, net as well as a $ 20 and $ 122 reduction in our current and non-current lease obligations, respectively. No gain or loss was recorded as a result of this adjustment. The current portion of $ 93 is recorded within Accrued liabilities and the long-term portion of $ 8 is included in Other non-current liabilities. Future minimum rental payments under the noncancelable capital leases, subsequent to September 30, 2021, are as follows: Capital Leases 2021 $ 2 2022 98 2023 4 2024 4 Minimum lease payment including interest 108 Amount representing interest ( 5 ) Minimum lease payments excluding interest $ 103 Unconditional purchase commitments On April 4, 2021, the Company entered into an agreement with Palantir Technologies ("Palantir"). Pursuant to that agreement, the Company committed to access software products and utilize services from Palantir over the next six years for a total cost to the Company of $ 42,000 . The software and services are an integral part of the Company’s plans to provide Robots as a Service upon commercialization of the Company’s Guardian XO and XT robotic systems. As of September 30, 2021, the Company has an unconditional purchase commitment with Palantir as detailed in the table below: Annual Service Payments 2021 (remaining) 1,100 2022 4,000 2023 8,000 2024 8,000 2025 10,000 2026 10,000 Total 41,100 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 12. Segment information The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. Accordingly, the Company has determined that it has a single reportable segment and operating segment structure. The Company’s revenue is derived primarily from U.S. customers. However, during the three and nine months ended September 30, 2021, the Company recognized $ 5 and $ 76 , respectively, of revenue earned from customers located outside the United States. For the three and nine months ended September 30, 2020, the Company recognized $ 71 and $ 71 , respectively, of revenue earned from customers located outside the United States. All long-lived assets are maintained in the United States. All losses are attributable to operations within the United States. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions As of December 31, 2020, the Company held a controlling interest of 79 % in Zepto. The remaining 21 % of Zepto was held by MLC 401k Trust for the benefit of the Company's Chief Legal Officer. On February 16, 2021, Old Sarcos acquired the non-controlling interest’s shares in Zepto for a purchase price of $ 200 making Zepto a wholly-owned subsidiary of the Company. During the nine months ended September 30, 2020, the Company entered into an agreement with one of its investors, Delta Air Lines, Inc., to provide demonstration services. The Company recognized $ 100 of revenue related to these services during the nine months ended September 30, 2020. No revenue was recognized for the nine months ended September 30, 2021. On April 4, 2021, the Company entered into an agreement with Palantir as described above. Pursuant to that agreement, the Company committed to access software products and utilize services from Palantir over the next six years for a total cost of $ 42,000 . The software and services are an integral part of the Company’s plans to provide Robots as a Service upon commercialization of the Company’s Guardian XO and XT robotic systems. Palantir was an investor in the PIPE Financing. The Company recognized $ 1,057 in operating expenses, related to services provided by Palantir during the nine months period ended September 30, 2021. The Company had an Accounts payable balance of $ 162 and an Accrued liability balance of $ 84 related to the Palantir contract as of September 30, 2021. On May 16, 2021, the Company entered into an agreement with Sparks Marketing Corp. to begin the construction of an experiential marketing mobile display to be used for demonstrations of Company products at prospective customer locations as well as other marketing and demonstration events. Negotiations of this agreement involved an account executive at Sparks Marketing Corp. who is the brother-in-law of Mr. Wolff our CEO. The Company recognized $ 499 related to costs capitalized to construction in progress for the experiential mobile display for the period ended September 30, 2021. |
Employee Benefits
Employee Benefits | 9 Months Ended |
Sep. 30, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefits | 14. Employee Benefits The Company has a defined contribution 401(k) plan covering substantially all employees. The plan allows employees to defer up to 100 % of their employment income (subject to annual contribution limits imposed by the I.R.S.) after all taxes and applicable benefit deductions. The Company does not provide matching contributions for the employee contributions to the plans; therefore, no amounts have been accrued as of September 30, 2021 and December 31, 2020. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | ​ 15. Subsequent events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Other than as described in these consolidated financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of the Business | Description of the Business Sarcos Technology and Robotics Corporation (the “Company” or “Sarcos”) formerly known as Rotor Acquisition Corp. (“Rotor”), designs and produces highly dexterous mobile robotic systems for use in dynamic environments. |
Business Combination | Business Combination On September 24, 2021 (the “Closing Date”), we consummated the business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of April 5, 2021, by and among Rotor, Rotor Merger Sub Corp., a Delaware corporation, and a direct, wholly-owned subsidiary of Rotor (“Merger Sub”), and Sarcos Corp., a Utah corporation (“Old Sarcos”) and Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 28, 2021 (the “Amendment” and the Original Merger Agreement, as amended, the “Merger Agreement”), by and among the Company, Merger Sub and Old Sarcos. Pursuant to the terms of the Merger Agreement, the Business Combination between the Company and Old Sarcos was effected through the merger of Merger Sub with and into Old Sarcos, with Old Sarcos continuing as the surviving corporation (the “Merger”) and a wholly-owned subsidiary of the Company. On the Closing Date, the registrant changed its name from Rotor Acquisition Corp. to Sarcos Technology and Robotics Corporation. Immediately prior to the effective time of the Merger (the “Effective Time”), all issued and outstanding warrants to purchase shares of Class A common stock of Old Sarcos were net exercised and all issued and outstanding shares of preferred stock of Old Sarcos were converted into common stock of Old Sarcos (collectively, the “Old Sarcos Common Stock”). Pursuant to the terms of the Merger Agreement, at the Effective Time:  Each outstanding share of Old Sarcos Common Stock, after giving effect to the conversion described above, was cancelled and converted into and became (i) the right to receive approximately 5.129222424 shares (the “Exchange Ratio”) of Common Stock of the Company, par value $ 0.0001 per share (the “Common Stock”), rounded down to the nearest whole share plus (ii) the contingent right to receive a portion of additional shares of Common Stock upon achievement of certain milestones (the “Contingent Merger Consideration”), as described below;  All outstanding options, restricted stock units (“RSUs”) and restricted stock award (“RSA”) of Old Sarcos, whether vested or unvested, were assumed by the Company and converted into options, RSUs and RSA of the Company; In addition, each holder of Old Sarcos capital stock (including any Old Sarcos RSAs) was entitled to a right to Contingent Merger Consideration at the Closing Date in the form of earn-outs, up to an aggregate of 28,125,000 shares of Common Stock. On the Closing Date, certain investors (the “PIPE Investors”) purchased from the Company an aggregate of 22,000,000 shares (the “PIPE Shares”) of Common Stock at a price of $ 10.00 per share, for an aggregate purchase price of $ 220,000 (the “PIPE Financing”), in a private placement pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into effective as of April 5, 2021. On September 27, 2021, the Common Stock and warrants of Sarcos Technology and Robotics Corporation (formerly those of Rotor Acquisition Corp.), ceased trading on the New York Stock Exchange and began trading on The Nasdaq Global Market (“Nasdaq”) as “STRC” and “STRCW”, respectively. |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation ​ The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S.A. (“GAAP”). The condensed consolidated financial statements as of September 30, 2021, are unaudited. The condensed consolidated balance sheet as of December 31, 2020, included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2020, which are included in the Company’s prospectus filed with the SEC on October 21, 2021. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s fiscal year begins on January 1 and ends on December 31. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet as of September 30, 2021, the results of operations, including its comprehensive loss, and stockholders’ equity for the three and nine months ended September 30, 2021 and 2020, and the statement of cash flows for the nine months ended September 30, 2021 and 2020. All adjustments are of a normal recurring nature. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2021. |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies There have been no changes to the Company’s significant accounting policies described in the annual condensed consolidated financial statements for the year ended December 31, 2020, that have had a material impact on the Company’s consolidated financial statements and related notes. In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. Modifications continue to be made to our normal operations because of the COVID-19 pandemic and we continue to monitor our operations and government recommendations. Travel restrictions and capacity limits at customer locations imposed in response to the COVID-19 pandemic continue to cause delays in the assessment and deployment of our products. Although it is widely expected that the impact of the pandemic will subside over time, we cannot predict the future extent or duration of the impact that the COVID-19 pandemic will have on our financial condition and operations. The impact of the COVID-19 pandemic on our financial performance will depend on future developments, including the duration and spread of the outbreak and related governmental advisories and restrictions. If the financial markets and/or the overall economy continue to be impacted for an extended period, Sarcos operations and financial results may be adversely affected. |
Liquidity and Capital Resources | Liquidity and Capital Resources Cash and cash equivalents were $ 239,148 as of September 30, 2021, compared to $ 33,664 as of December 31, 2020. The Company has historically incurred losses and negative cash flows from operations. As of September 30, 2021, the Company also had an accumulated deficit of approximately $ 111,429 and working capital of $ 238,123 . During the nine months ended September 30, 2021, the Company received $ 2,000 from the US Government under the Paycheck Protection Program ("PPP"). The Company has used these proceeds to fund qualified expenses as defined within the PPP loan agreement. These financial statements have been prepared in accordance with GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company’s main sources of liquidity were cash generated by equity offerings and debt. The Company’s primary use of cash is for operations and administrative activities including employee-related expenses, and general, operating, and overhead expenses. Future capital requirements will depend on many factors, including the Company’s customer growth rate, customer retention, timing and extent of development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product offerings and the continuing market acceptance of the Company’s products. The Company considers that there are no conditions or events in the aggregate, including the impact of the COVID-19 pandemic, that had a substantial net impact on the Company’s liquidity position On September 24, 2021, the Company completed the Merger and raised net cash proceeds of $ 229,654 , net of transaction costs. The Company believes it has sufficient financial resources for at least the next 12 months from the date of this Report. |
Restricted Cash | Restricted Cash As a result of the Merger and Merger Agreement, the Company has restricted cash deposited in an interest-bearing escrow account representing the payments for the second PPP loan received by Old Sarcos as required to secure the PPP lender’s consent to the Merger without Small Business Administration (“SBA”) approval. We expect this restricted cash to be fully released upon approval by the SBA of the Company’s application for forgiveness of the PPP loan in accordance with the applicable regulations. As of September 30, 2021, the restricted cash associated with the Company's PPP loan has been classified as $ 108 current and $ 1,932 non-current assets, respectively. |
Revenue Recognition | ​ ​ Revenue Recognition The Company recognizes revenue from the sale of its products and from the delivery of goods and/or services arising out of its contractual arrangements to provide research and development services that are fully funded by the customer. The Company recognizes revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process: 1) Identify the contract with a customer: A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights and obligations regarding the products and services to be transferred and identifies the payment terms related to these products and services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for products and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Contract modifications may include changes in scope of work, and/or the period of completion of the project. The Company analyzes contract modifications to determine if they should be accounted for as a modification to an existing contract or a new stand-alone contract. 2) Identify the performance obligations in the contract: The Company enters into contracts that can include combinations of products and services, which are either capable of being distinct and accounted for as separate performance obligations or as one performance obligation if the majority of tasks and services form a single project or capability. However, determining whether products or services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. 3) Determine the transaction price: The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. Such amounts are typically stated in the customer contract. However, to the extent that the Company identifies variable consideration, the Company will estimate the variable consideration at the onset of the arrangement as long as it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s current contracts do not include any significant financing components because the timing of the transfer of the underlying products and services under contract are at the customers’ discretion. Additionally, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Taxes collected from customers and remitted to governmental authorities are not included in revenue. 4) Allocate the transaction price to performance obligations in the contract: Once the Company has determined the transaction price, the total transaction price is allocated to each performance obligation in a manner depicting the amount of consideration to which the Company expects to be entitled in exchange for transferring the good(s) or service(s) to the customer. If applicable, the Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. The standalone selling price represents the amount we would sell the good(s) or service(s) to a customer on a standalone basis. For the government contracts, the Company uses expected cost plus a margin as standalone selling price. Because our contract pricing with the government customer is based on expected cost plus margin the standalone selling price of the good(s) or service(s) in our contracts with the government customer are typically equal to the selling price stated in the contract. When we sell standard good(s) or service(s) with observable standalone sale transaction, the observable standalone sales transactions are used to determine the standalone selling price. 5) Recognize revenue when or as the Company satisfies a performance obligation : For each performance obligation identified, we determine at contract inception whether we satisfy the performance obligation over time or at a point in time. Revenue is recognized over time as work progresses when the Company is entitled to the reimbursement of costs plus a reasonable profit for work performed for which the Company has no alternate use. For these performance obligations that are satisfied over time, the Company generally recognizes revenue using an input method with revenue amounts being recognized proportionately as costs are incurred relative to the total expected costs to satisfy the performance obligation. The Company believes that costs incurred as a portion of total estimated costs is an appropriate measure of progress towards satisfaction of the performance obligation since this measure reasonably depicts the progress of the work effort. Revenue for performance obligations that are not recognized over time are recognized at the point in time when control transfers to the customer (which is generally upon delivery). For performance obligations that are satisfied at a point in time, the Company evaluates the point in time when the customer can direct the use of, and obtain the benefits from, the products and services. Shipping and handling costs are recorded at the time of product shipment to the customer and are included within revenue. Revenues from Contracts with Customers The Company derives its revenue from two sources. First, the Company enters into research and development agreements primarily relating to the commercialization of the Company’s core products. Second, the Company sells its products and related parts and repair services. The research and development services revenue includes revenue arising from different types of contractual arrangements, including cost-type contracts and fixed-price contracts. Revenue from the sales of the Company’s products primarily includes sales of the Company’s Guardian S remote-controlled visual inspection and surveillance robotic system and its Guardian Heavy-Lift System (“HLS”). Research and Development Services Cost-type contracts – Research, development and/or testing service contracts, including cost-plus-fixed-fee and time and material contracts, relate primarily to the development of technology in the areas of robotics, artificial intelligence and unmanned systems. Cost-type contracts are generally entered into with the U.S. government. These contracts are billed at cost plus a margin as defined by the contract and Federal Acquisition Regulation (“FAR”). The FAR establishes regulations around procurement by the government and provides guidance on the types of costs that are allowable in establishing prices for goods and services delivered under government contracts. Revenue on cost-type contracts is recognized over time as goods and services are provided. Fixed-price contracts – Fixed-price development contracts relate primarily to the development of technology in the area of robotic platforms. Fixed-price development contracts generally require a significant service of integrating a complex set of tasks and components into a single deliverable. Revenue on fixed-price contracts is generally recognized over time as goods and services are provided. To the extent the Company's actual costs vary from the fixed fee, we will generate more or less profit or could incur a loss. In accordance with Accounting Standards Codification 606, for fixed price contracts, the Company will recognize losses at the contract level in earnings in the period in which they are incurred. Product Sales Product revenues relate to sales of the Company’s Guardian S and Guardian HLS products, and certain miscellaneous parts, accessories and repair services. The Company provides a limited one-year warranty on product sales. Product warranties are considered assurance-type warranties and are not considered to be separate performance obligations. Revenue on product sales is recognized at a point in time when goods are shipped to the customer. At the time revenue is recognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated product performance. The revenue recognized for Research and Development Services and Product Sales were as follows: For the three months ended September 30 For the nine months ended September 30 2021 2020 2021 2020 Research and Development Services $ 694 $ 1,247 $ 3,324 $ 4,681 Product Sales 435 258 747 706 Total Revenue $ 1,129 $ 1,505 $ 4,071 $ 5,387 Contract Balances The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivable, unbilled receivables, contract assets, and contract liabilities in the Condensed Consolidated Balance Sheet. Contract liabilities, discussed below, are also referenced as “deferred revenue” on the condensed consolidated financial statements and related disclosures. Cash received that is in excess of revenues recognized and are contingent upon the satisfaction of performance obligations are accounted for as deferred revenue. Contract assets include unbilled amounts resulting from contracts in which revenue is recognized over time, revenue recognized exceeds the amount billed, and right to payment is not only subject to the passage of time and further performance. The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenues are as follows: Accounts receivable Unbilled receivable Contract assets (current) Contract assets (long-term) Deferred revenue (current) Opening Balance as of December 31, 2019 $ 916 $ 868 $ 195 $ 110 $ 200 Increase/(decrease), net 135 ( 649 ) ( 102 ) ( 17 ) ( 143 ) Ending Balance as of December 31, 2020 1,051 219 93 93 57 Increase/(decrease), net ( 274 ) ( 163 ) ( 8 ) ( 56 ) ( 27 ) Ending Balance as of September 30, 2021 $ 777 $ 56 $ 85 $ 37 $ 30 The Company recorded its current contract assets, long-term contract assets and current deferred revenue within Prepaid expenses and other current assets, Other non-current assets, and Accrued liabilities, respectively. For the deferred revenue balance, during the three and nine months ended September 30, 2021, the Company recognized revenue of $ 5 and $ 57 , respectively, in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Remaining performance obligations As of September 30, 2021, the Company had backlog, or revenue related to remaining performance obligations, of $ 3,422 . We expect approximately 32 % of this backlog to be recognized in 2021 and the remainder to be recognized in 2022. |
Recently Adopted and Issued Accounting Standard Pronouncements | Recently Issued Accounting Standard Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In February 2016, the FASB issued ASU 2016-02 regarding ASC 842 Leases . The amendments in this guidance require balance sheet recognition of lease assets and lease liabilities by lessees for leases classified as operating leases, with an optional policy election to not recognize lease assets and lease liabilities for leases with a term of 12 months or less. The amendments also require new disclosures, including qualitative and quantitative requirements, providing additional information about the amounts recorded in the consolidated financial statements. The amendments require a modified retrospective approach with optional practical expedients. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. ASU 2018-11 provides entities another option for transition, allowing entities to not apply the new standard in the comparative periods they present in their consolidated financial statements in the year of adoption. In June 2020, the FASB Issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities (“ASU 2020-05”). The update defers the initial effective date of ASU 2016-02 by one year for private companies and private non-for-profits. For these entities, the effective date is for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is evaluating the impact of adopting this new accounting guidance on its condensed consolidated financial statements. In June 2016, the FASB Issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard will be effective for the Company beginning January 1, 2023, with early application permitted. The Company is evaluating the impact of adopting this new accounting guidance on its condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles and to simplify areas such as franchise taxes, step up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The ASU is effective for the Company beginning January 1, 2022. The Company is currently evaluating the impact of adopting this standard on its condensed consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of the Total Amount of Revenue for Each Such Customer | The revenue recognized for Research and Development Services and Product Sales were as follows: For the three months ended September 30 For the nine months ended September 30 2021 2020 2021 2020 Research and Development Services $ 694 $ 1,247 $ 3,324 $ 4,681 Product Sales 435 258 747 706 Total Revenue $ 1,129 $ 1,505 $ 4,071 $ 5,387 |
Summary of Opening and Closing Balances of Our Accounts Receivable, Unbilled Receivables, Contract Assets and Deferred Revenues | The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenues are as follows: Accounts receivable Unbilled receivable Contract assets (current) Contract assets (long-term) Deferred revenue (current) Opening Balance as of December 31, 2019 $ 916 $ 868 $ 195 $ 110 $ 200 Increase/(decrease), net 135 ( 649 ) ( 102 ) ( 17 ) ( 143 ) Ending Balance as of December 31, 2020 1,051 219 93 93 57 Increase/(decrease), net ( 274 ) ( 163 ) ( 8 ) ( 56 ) ( 27 ) Ending Balance as of September 30, 2021 $ 777 $ 56 $ 85 $ 37 $ 30 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Assets Measured At Fair Value On Recurring Basis | The fair value of the Company’s financial assets measured at fair value on a recurring basis was determined using the following inputs: As of September 30, 2021 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds $ 9,604 $ — $ — $ 9,604 Total assets $ 9,604 $ — $ — $ 9,604 Liabilities: Warrant liability $ — $ — $ 5,265 $ 5,265 Total liabilities $ — $ — $ 5,265 $ 5,265  As of December 31, 2020 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds $ 31,726 $ — $ — $ 31,726 Total assets $ 31,726 $ — $ — $ 31,726 |
Schedule of Changes in Fair Value of Level 3 Warrants | The table sets forth a summary of changes in the fair value of the Company’s Level 3 warrants for the years ended December 31, 2020, and the nine months ended September 30, 2021: Balance at December 31, 2020 $ — Increase in fair value of warrants 5,265 Balance at September 30, 2021 $ 5,265 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Inventories | Inventories Inventories consist of the following: September 30, 2021 December 31, 2020 Raw materials $ 511 $ 516 Work-in-process 262 100 Finished goods 541 91 Total inventories $ 1,314 $ 707 |
Prepaid expenses and other current assets | Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following: September 30, 2021 December 31, 2020 Prepaid rent and other expense $ 869 $ 313 Software 489 287 Other assets 92 93 Total prepaid expenses and other current assets $ 1,450 $ 693 |
Summary of Estimated Useful Lives by Asset Classification | Property and equipment, net Property and equipment, net consist of the following: September 30, 2021 December 31, 2020 Robotics and manufacturing equipment $ 796 $ 659 Leasehold improvements 154 154 Computer equipment 578 568 Capital leased computer equipment 264 386 Software 393 359 Other fixed assets 147 147 Construction in progress 4,219 141 Property and equipment, gross 6,551 2,414 Accumulated depreciation and amortization ( 1,315 ) ( 989 ) Property and equipment, net $ 5,236 $ 1,425 |
Accrued liabilities | Accrued liabilities Accrued liabilities consist of the following: September 30, 2021 December 31, 2020 Payroll and payroll taxes $ 410 $ 648 CARES Act deferred payroll taxes 286 286 Consulting and professional services 585 125 Accrued transaction costs 669 — Accrued facility costs 260 — Other current liabilities 479 196 Total accrued liabilities $ 2,689 $ 1,255 |
Other non-current liabilities | Other non-current liabilities Other non-current liabilities consist of the following: September 30, 2021 December 31, 2020 CARES Act deferred payroll taxes $ 286 $ 286 Capital leases 8 240 Other non-current liabilities 6 — Total other non-current liabilities $ 300 $ 526 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable | Notes payable consisted of the following: September 30, 2021 December 31, 2020 First PPP loan $ — $ 2,394 Second PPP loan 2,000 — Total Notes payable 2,000 2,394 Less: Notes payable, current portion 108 1,328 Notes payable, net of current portion $ 1,892 $ 1,066 |
Summary of Principal Payments of PPP Loan | As of September 30, 2021, the scheduled principal payments of the Company's PPP loan, shown if the loan is not forgiven, were as follows: 2021 (Remaining) $ — 2022 241 2023 535 2024 541 2025 546 2026 137 Total $ 2,000 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Merger to the Consolidated Statement of Cash Flows and Consolidated Statement of Stockholders' Equity | The following table reconciles the elements of the Merger to the condensed consolidated statements of cash flows and the condensed consolidated statements of stockholders’ equity for the nine months ended September 30, 2021: Recapitalization Cash proceeds from Rotor, net of redemptions $ 41,208 Cash proceeds from PIPE Financing 1 220,000 Less: Cash payment of transaction expenses - Sarcos ( 15,706 ) Less: Cash payment of transaction expenses and underwriting fees - Rotor ( 15,848 ) Net Cash proceeds from Merger and PIPE financing 229,654 Less: Warrant liabilities assumed ( 8,774 ) Less: Other non-cash net assets assumed 193 Less: Unpaid and previously expensed Merger transaction costs ( 669 ) Net contributions from recapitalization $ 220,404 1 The PIPE Financing. The following table present the number of shares of the Company’s Common Stock outstanding immediately following the consummation of the Merger: Number of Shares Rotor Class A Common Stock, outstanding prior to Business Combination 27,600,000 Rotor Class B Common Stock, outstanding prior to Business Combination 6,405,960 Class A common stock issued to PIPE Investors 2 22,000,000 Less: redemption of Rotor Common Stock ( 23,479,970 ) Total shares from Merger and PIPE financing 32,525,990 Recapitalization of Old Sarcos common stock into Class A common stock 3 105,063,285 Total shares of Common Stock immediately after the Effective Time 137,589,275 2 See footnote (1) of the preceding table. 3 The number of Old Sarcos shares was determined from the 21,483,286 shares of Old Sarcos Common Stock warrants, Common Stock and preferred stock outstanding immediately prior to the closing of the Business Combination, which are presented net of the Common and Preferred Stock redeemed, converted at the Exchange Ratio of 5.129222424 . This excludes a restricted stock award for 5,129,222 shares that was unvested as of the date of the Merger. All fractional shares were rounded down. |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Quantitative Information Regarding Assumptions Used in Black Scholes Option-Pricing Model | The per share fair values of stock options granted and the assumptions used in estimating fair value were as follows: September 30, December 31, 2021 2020 Options Fair value of Common Stock $ 8.78 $ 0.72 Risk-free interest rate 1.05 % 0.51 % Expected term (in years) 6.14 6.06 Expected dividend yield 0.00 % 0.00 % Expected volatility 68.25 % 64.98 % |
Private Placement Warrants | |
Schedule of Quantitative Information Regarding Assumptions Used in Black Scholes Option-Pricing Model | The following table provides quantitative information regarding assumptions used in the Black Scholes option-pricing model to determine the fair value of the Private Placement Warrants: September 30, 2021 September 24, 2021 (Closing Date) Stock price $ 7.73 $ 10.05 Term (in years) 0.31 0.32 Expected volatility 25.0 % 18.9 % Risk-free rate 1.0 % 1.0 % Dividend yield 0.0 % 0.0 % |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Options Activity | The following summarizes the Company’s stock option activity for the nine months ended September 30, 2021: Options Outstanding Number of Shares Weighted Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding – December 31, 2020 7,883,087 $ 0.59 6.83 $ 5,058 Granted 1,793,940 8.78   Exercised ( 24,746 ) 0.83   Cancelled ( 951,270 ) 0.82   Outstanding – September 30, 2021 8,701,011 $ 2.26 6.42 $ 47,633 Vested and expected to vest – September 30, 2021 8,701,011 2.26 6.42 $ 47,633 Exercisable – September 30, 2021 4,928,738 $ 0.43 5.3 0 $ 35,991 |
Summary of RSUs and RSAs Activity | The following summarizes the Company’s employee RSUs activity for the nine months ended September 30, 2021: Restricted Stock Units Outstanding Number of Shares Weighted-Average Grant-Date Fair Value Outstanding – December 31, 2020 901,217 $ 1.18 Granted 205,168 8.78 Cancelled ( 6,884 ) 1.17 Outstanding – September 30, 2021 1,099,501 $ 2.60 The following summarizes the Company’s employee RSAs activity for the nine months ended September 30, 2021: Restricted Stock Awards Outstanding Number of Shares Weighted-Average Grant-Date Fair Value Outstanding – December 31, 2020  — $ — Granted  5,129,222 8.78 Outstanding – September 30, 2021 5,129,222 $ 8.78 |
Schedule of Fair Value of Each Option Grants | The per share fair values of stock options granted and the assumptions used in estimating fair value were as follows: September 30, December 31, 2021 2020 Options Fair value of Common Stock $ 8.78 $ 0.72 Risk-free interest rate 1.05 % 0.51 % Expected term (in years) 6.14 6.06 Expected dividend yield 0.00 % 0.00 % Expected volatility 68.25 % 64.98 % |
Schedule of Stock Based Compensation Expense | The Company recognized stock-based compensation expense under the 2015 and 2021 Plan in the condensed consolidated statement of operations as follows: September 30, September 30, 2021 2020 Cost of revenue $ 70 $ 77 Research and development 269 127 Sales and marketing 787 33 General and administrative 29,632 346 Total stock-based compensation expense $ 30,758 $ 583 |
Schedule of Summary of Weighted Average Fair Value Per Share | The fair value of stock options granted are recognized as compensation expense in the condensed consolidated statements of operations over the related vesting periods. The following is a summary of the weighted-average fair value per share: September 30, 2021 Granted $ 5.40 Exercised $ 0.48 Cancelled $ 0.55 Unvested $ 3.25 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended September 30, 2021 and 2020:  For the three months ended September 30,  2021 2020 Numerator:   Net loss attributable to common stockholders $ ( 36,985 ) $ ( 6,893 ) Denominator:   Weighted average shares outstanding, basic and diluted 106,614,893 103,506,165 Basic and diluted net loss per share $ ( 0.35 ) $ ( 0.07 ) The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the nine months ended September 30, 2021 and 2020:  For the nine months ended September 30,  2021 2020 Numerator:   Net loss attributable to common stockholders $ ( 47,446 ) $ ( 17,049 ) Denominator:   Weighted average shares outstanding, basic and diluted 104,922,111 98,862,683 Basic and diluted net loss per share $ ( 0.45 ) $ ( 0.17 ) |
Schedule of Shares Excluded from Computation of Diluted Net Loss Per Share |  For the nine months ended September 30,  2021 2020 Outstanding warrants 20,549,468 1,282,306 Outstanding restricted stock awards 5,129,222 — Outstanding stock options and restricted stock units 9,800,512 9,509,332 Outstanding earnout shares 28,125,000 — Total anti-dilutive securities 63,604,202 10,791,638 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The Company leases facilities under noncancelable operating lease agreements. Future minimum rental payments under the noncancelable operating leases, subsequent to September 30, 2021, are as follows: Operating Leases 2021 $ 106 2022 1,280 2023 970 2024 1,324 2025 1,360 2026 and thereafter 11,322 Total $ 16,362 |
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum rental payments under the noncancelable capital leases, subsequent to September 30, 2021, are as follows: Capital Leases 2021 $ 2 2022 98 2023 4 2024 4 Minimum lease payment including interest 108 Amount representing interest ( 5 ) Minimum lease payments excluding interest $ 103 |
Schedule of Unconditional Purchase Commitment | As of September 30, 2021, the Company has an unconditional purchase commitment with Palantir as detailed in the table below: Annual Service Payments 2021 (remaining) 1,100 2022 4,000 2023 8,000 2024 8,000 2025 10,000 2026 10,000 Total 41,100 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 24, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Summaryof Significant Accounting Policies Details [Line Items] | ||||||
Research and development | $ 4,529 | $ 4,606 | $ 11,398 | $ 11,249 | ||
Cash and cash equivalents | 239,148 | 239,148 | $ 33,664 | |||
Accumulated deficit | (111,429) | (111,429) | ||||
Working capital | 238,123 | 238,123 | ||||
Revenue, Remaining Performance Obligation, Amount | 3,422 | 3,422 | ||||
Sale of per share price (in Dollars per share) | $ 0.0001 | |||||
Net proceeds amount | $ 229,654 | |||||
Restricted cash, current | 108 | 108 | ||||
Restricted cash, net of current | $ 1,932 | $ 1,932 | ||||
Earn-outs, up to an aggregate | 63,604,202 | 10,791,638 | ||||
Common stock, shares issued | 137,589,275 | 137,589,275 | 137,589,275 | 137,589,275 | 104,039,354 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Right to receive exchange ratio of common stock | 5.12922% | |||||
Deferred revenue, revenue recognized | $ 5 | $ 57 | ||||
PIPE Investor [Member] | ||||||
Summaryof Significant Accounting Policies Details [Line Items] | ||||||
Common stock, shares issued | 22,000,000 | |||||
Common stock, par value | $ 10 | |||||
Aggregate purchase price | $ 220,000 | |||||
Common Stock [Member] | ||||||
Summaryof Significant Accounting Policies Details [Line Items] | ||||||
Earn-outs, up to an aggregate | 28,125,000 | |||||
PPP Loan | ||||||
Summaryof Significant Accounting Policies Details [Line Items] | ||||||
Proceeds From US Government | $ 2,000 | |||||
Restricted cash, current | 108 | 108 | ||||
Restricted cash, net of current | $ 1,932 | $ 1,932 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Summaryof Significant Accounting Policies Details [Line Items] | ||||
Total Revenue | $ 1,129 | $ 1,505 | $ 4,071 | $ 5,387 |
Research and Development Services | ||||
Summaryof Significant Accounting Policies Details [Line Items] | ||||
Total Revenue | 694 | 1,247 | 3,324 | 4,681 |
Product Sales | ||||
Summaryof Significant Accounting Policies Details [Line Items] | ||||
Total Revenue | $ 435 | $ 258 | $ 747 | $ 706 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Information about Contract Balances (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accounts receivable | |||
Opening Balance | $ 1,051 | $ 916 | $ 916 |
Increase/(decrease), net | (274) | (384) | 135 |
Ending Balance | 777 | 1,051 | |
Unbilled receivable | |||
Opening Balance | 219 | 868 | 868 |
Increase/(decrease), net | (163) | (649) | |
Ending Balance | 56 | 219 | |
Contract assets (current) | |||
Opening Balance | 93 | 195 | 195 |
Increase/(decrease), net | (8) | (102) | |
Ending Balance | 85 | 93 | |
Contract assets (long-term) | |||
Opening Balance | 93 | 110 | 110 |
Increase/(decrease), net | (56) | (17) | |
Ending Balance | 37 | 93 | |
Deferred revenue | |||
Opening Balance | 57 | $ 200 | 200 |
Increase/(decrease), net | (27) | (143) | |
Ending Balance | $ 30 | $ 57 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-10-01 | Sep. 30, 2021 |
Summaryof Significant Accounting Policies Details [Line Items] | |
Revenue, Remaining Performance Obligation, Recognition Percentage | 32.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 months |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule Of Assets Measured At Fair Value On Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Total liabilities | $ 5,265 | |
Warrant Liability | ||
Assets: | ||
Total liabilities | 5,265 | |
Cash Equivalents | ||
Assets: | ||
Total assets | 9,604 | $ 31,726 |
Cash Equivalents | Money Market Funds | ||
Assets: | ||
Total assets | 9,604 | 31,726 |
Cash Equivalents | Fair Value, Inputs, Level 1 | ||
Assets: | ||
Total assets | 9,604 | 31,726 |
Cash Equivalents | Fair Value, Inputs, Level 1 | Money Market Funds | ||
Assets: | ||
Total assets | $ 9,604 | $ 31,726 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |||||
Transfers between fair value measurements levels | $ 0 | $ 0 | |||
Transfer of assets or liabilities at any level | $ 0 | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Fair Value of Level 3 Warrants (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Measurements Details Scheduleoffairvalueofwarrantliabilities [Line Items] | |
Increase in fair value of warrants | $ 5,265 |
Balance at September 30, 2021 | $ 5,265 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Raw materials | $ 511 | $ 516 |
Work-in-process | 262 | 100 |
Finished goods | 541 | 91 |
Total inventories | $ 1,314 | $ 707 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Prepaid Expenses And Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule Of Balance Sheet Components [Line Items] | ||
Prepaid rent and other expense | $ 869 | $ 313 |
Total prepaid expenses and other current assets | 1,450 | 693 |
Software | ||
Schedule Of Balance Sheet Components [Line Items] | ||
Other assets | 489 | 287 |
Other Assets | ||
Schedule Of Balance Sheet Components [Line Items] | ||
Other assets | $ 92 | $ 93 |
Balance Sheet Components - Prop
Balance Sheet Components - Property Plant and Equipment Net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule Of Balance Sheet Components [Line Items] | ||
Property and equipment, gross | $ 6,551 | $ 2,414 |
Accumulated depreciation and amortization | (1,315) | (989) |
Property and equipment, net | 5,236 | 1,425 |
Robotics and Manufacturing Equipment | ||
Schedule Of Balance Sheet Components [Line Items] | ||
Property and equipment, gross | 796 | 659 |
Leasehold Improvements | ||
Schedule Of Balance Sheet Components [Line Items] | ||
Property and equipment, gross | 154 | 154 |
Computer Equipment | ||
Schedule Of Balance Sheet Components [Line Items] | ||
Property and equipment, gross | 578 | 568 |
Capital Leased Computer Equipment | ||
Schedule Of Balance Sheet Components [Line Items] | ||
Property and equipment, gross | 264 | 386 |
Software | ||
Schedule Of Balance Sheet Components [Line Items] | ||
Property and equipment, gross | 393 | 359 |
Other Fixed Assets | ||
Schedule Of Balance Sheet Components [Line Items] | ||
Property and equipment, gross | 147 | 147 |
Construction in Progress | ||
Schedule Of Balance Sheet Components [Line Items] | ||
Property and equipment, gross | $ 4,219 | $ 141 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule Of Balance Sheet Components [Line Items] | ||
Depreciation and amortization | $ 326 | $ 345 |
Construction in Progress | ||
Schedule Of Balance Sheet Components [Line Items] | ||
Tenant Improvements | $ 2,736 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Payroll and payroll taxes | $ 410 | $ 648 |
CARES Act deferred payroll taxes | 286 | 286 |
Consulting and professional services | 585 | 125 |
Accrued transaction costs | 669 | |
Accrued facility costs | 260 | |
Other current liabilities | 479 | 196 |
Total accrued liabilities | $ 2,689 | $ 1,255 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
CARES Act deferred payroll taxes | $ 286 | $ 286 |
Capital leases | 8 | 240 |
Other non-current liabilities | 6 | |
Total other non-current liabilities | $ 300 | $ 526 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) $ in Thousands | Jun. 11, 2021 | Mar. 03, 2021 | Apr. 30, 2020 |
PPP Loan | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 2,394 | ||
Annual interest rate | 1.00% | ||
Loan term | 2 years | ||
Loans forgiven | $ 2,394 | ||
Second PPP Loan | |||
Debt Instrument [Line Items] | |||
Loans Granted | $ 2,000 |
Notes Payable - Summary of Note
Notes Payable - Summary of Notes Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total Notes payable | $ 2,000 | $ 2,394 |
Less: Notes payable, current portion | 108 | 1,328 |
Notes payable, net of current portion | 1,892 | 1,066 |
First PPP Loan | ||
Debt Instrument [Line Items] | ||
Total Notes payable | $ 2,394 | |
Second PPP Loan | ||
Debt Instrument [Line Items] | ||
Total Notes payable | $ 2,000 |
Notes Payable - Summary of Prin
Notes Payable - Summary of Principal Payments of PPP Loan (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 241 | |
2023 | 535 | |
2024 | 541 | |
2025 | 546 | |
2026 | 137 | |
Total Notes payable | $ 2,000 | $ 2,394 |
Reverse Recapitalization - Addi
Reverse Recapitalization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 24, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Net cash proceeds | $ 231,471 | $ 42,366 | ||
Common Stock Shares Outstanding | 137,589,275 | 21,483,286 | 104,039,354 | |
Common Stock Shares Issued | 137,589,275 | 137,589,275 | 104,039,354 | |
Incremental Costs | $ 32,567 | |||
Transaction costs | 1,104 | |||
PIPE Financing | ||||
Business Acquisition [Line Items] | ||||
Net cash proceeds | $ 229,654 | |||
Common Stock | ||||
Business Acquisition [Line Items] | ||||
Contingent merger consideration earn-out shares issuable | 28,125,000 | |||
Common Stock Shares Outstanding | 137,589,275 | |||
Common Stock Shares Issued | 137,589,275 | |||
Common Stock Price Per Share Equals Or Exceeds 20.00 Per Share | ||||
Business Acquisition [Line Items] | ||||
Contingent merger consideration earn-out shares issuable | 14,062,500 | |||
Earnout Price Per Share | $ 20 | |||
Earn-Out trading days | 20 days | |||
Earn-Out consecutive trading days | 30 days | |||
Common Stock Price Per Share Equals Or Exceeds 15.00 Per Share | ||||
Business Acquisition [Line Items] | ||||
Contingent merger consideration earn-out shares issuable | 14,062,500 | |||
Earnout Price Per Share | $ 15 | |||
Earn-Out trading days | 20 days | |||
Earn-Out consecutive trading days | 30 days |
Reverse Recapitalization - Sche
Reverse Recapitalization - Schedule of Consolidated Statement of Cash Flows and Consolidated Statement of Stockholders Equity (Details) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 24, 2021 | Dec. 31, 2020 | ||
Business Acquisition [Line Items] | |||||
Less: Cash payment of transaction expenses - Sarcos | $ (15,706,000) | ||||
Less: Cash payment of transaction expenses and underwriting fees - Rotor | (15,848,000) | ||||
Net cash proceeds | 231,471,000 | $ 42,366,000 | |||
Less: Warrant liabilities assumed | (8,774,000) | ||||
Less: Other non-cash net assets assumed | 193,000 | ||||
Less: Unpaid and previously expensed merger transaction costs | (669,000) | ||||
Net Contributions from Recapitalization | $ 220,404,000 | ||||
Common stock, shares outstanding | 137,589,275 | 21,483,286 | 104,039,354 | ||
Common stock, shares issued | 137,589,275 | 137,589,275 | 104,039,354 | ||
Less: redemption of Rotor Common Stock | $ (23,479,970) | ||||
Total shares from Merger and PIPE financing | 32,525,990 | ||||
Recapitalization of old common stock | [1] | 105,063,285 | |||
Total shares of Common Stock immediately after the Effective Time | 137,589,275 | ||||
PIPE Financing | |||||
Business Acquisition [Line Items] | |||||
Cash proceeds from PIPE Financing | [2] | $ 220,000,000 | |||
Net cash proceeds | $ 229,654,000 | ||||
PIPE Investors | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares issued | [3] | 22,000,000 | |||
Merger and PIPE Financing | |||||
Business Acquisition [Line Items] | |||||
Net cash proceeds | $ 229,654,000 | ||||
Rotor Acquisition Corp | |||||
Business Acquisition [Line Items] | |||||
Cash proceeds from Rotor, net of redemptions | $ 41,208,000 | ||||
Rotor Acquisition Corp | Common Class A | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares outstanding | 27,600,000 | ||||
Rotor Acquisition Corp | Common Class B | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares outstanding | 6,405,960 | ||||
[1] | The number of Old Sarcos shares was determined from the 21,483,286 shares of Old Sarcos Common Stock warrants, Common Stock and preferred stock outstanding immediately prior to the closing of the Business Combination, which are presented net of the Common and Preferred Stock redeemed, converted at the Exchange Ratio of 5.129222424 . This excludes a restricted stock award for 5,129,222 shares that was unvested as of the date of the Merger. All fractional shares were rounded down. | ||||
[2] | The PIPE Financing. | ||||
[3] | See footnote (1) of the preceding table. |
Reverse Recapitalization - Sc_2
Reverse Recapitalization - Schedule of Consolidated Statement of Cash Flows and Consolidated Statement of Stockholders Equity (Parenthetical) (Details) - $ / shares | Sep. 24, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Business Acquisition [Line Items] | ||||
Common stock, shares issued | 137,589,275 | 104,039,354 | 137,589,275 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding | 21,483,286 | 137,589,275 | 104,039,354 | |
Business combination exchange ratio | 5.12922% | |||
Restricted Stock Awards | ||||
Business Acquisition [Line Items] | ||||
Number of shares unvested | 5,129,222 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ in Thousands | Feb. 16, 2016 | Sep. 30, 2016 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 24, 2021 | Dec. 31, 2020 |
Stockholders Equity Details [Line Items] | ||||||||
Common stock, shares authorized | 990,000,000 | 990,000,000 | 133,312,415 | |||||
Common stock, shares issued | 137,589,275 | 137,589,275 | 137,589,275 | 137,589,275 | 104,039,354 | |||
Common stock, shares outstanding | 137,589,275 | 137,589,275 | 21,483,286 | 104,039,354 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Stock-based compensation expense | $ 30,758 | $ 583 | ||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Acquired non controlling interest shares purchase price | $ 200 | |||||||
Zepto | ||||||||
Stockholders Equity Details [Line Items] | ||||||||
Ownership percentage | 79.00% | |||||||
Non-controlling interest | 21.00% | |||||||
Founder Shares | ||||||||
Stockholders Equity Details [Line Items] | ||||||||
Shares subject to repurchase | 0 | 0 | ||||||
Stock Repurchase Expiration Date | Sep. 30, 2020 | |||||||
Stock repurchase lapse period | 48 months | |||||||
Stock-based compensation expense | $ 506 | $ 1,518 | ||||||
Unrecognized stock based compensation | $ 0 | $ 0 | ||||||
Common Class B | Founder Shares | ||||||||
Stockholders Equity Details [Line Items] | ||||||||
Shares subject to repurchase | 4,000,000 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - $ / shares | Jan. 20, 2021 | Jan. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||||
Shares of common stock per warrant | 250,000 | |||
Contractual term | 10 years | 6 years 1 month 20 days | 6 years 21 days | |
Risk-free interest rate | 3.05% | 1.05% | 0.51% | |
Volatility rate | 85.00% | 68.25% | 64.98% | |
Dividend yield | 0.00% | 0.00% | 0.00% | |
Redemption of Warrants When Price Per Share Equals or Exceeds $18.00 Per Share | ||||
Class of Warrant or Right [Line Items] | ||||
Redemption of warrants price per share | $ 18 | |||
Warrants price per share | $ 0.01 | |||
Minimum period for written notice of redemption | 30 days | |||
Consecutive trading days | 20 days | |||
Consecutive trading days after commencement | 30 days | |||
Trading days, description | if, and only if, the last reported sale price of the shares of our Common Stock for any 20 trading days within a 30-trading day period commencing after the Warrants become exercisable and ending three business days before we send the notice of redemption to the Warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). | |||
Redemption of warrants description | upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; and | |||
Redemption of Warrants When Price Per Share Equals or Exceeds $18.00 Per Share | Minimum | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants reference value per share | $ 18 | |||
Redemption of Warrants When Price Per Share Equals or Exceeds $10.00 Per Share | ||||
Class of Warrant or Right [Line Items] | ||||
Redemption of warrants price per share | 10 | |||
Warrants price per share | $ 0.10 | |||
Minimum period for written notice of redemption | 30 days | |||
Redemption of warrants description | at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of our Common Stock; | |||
Redemption of Warrants When Price Per Share Equals or Exceeds $10.00 Per Share | Minimum | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants reference value per share | $ 10 | |||
Redemption of Warrants When Price Per Share Equals or Exceeds $10.00 Per Share | Maximum | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants reference value per share | $ 18 | |||
Common Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Shares of common stock per warrant | 1 | |||
Warrant exercise price | $ 11.50 | |||
Expiration date | Sep. 24, 2026 | |||
Warrant expiration term | 5 years | |||
IPO | ||||
Class of Warrant or Right [Line Items] | ||||
Issuance of shares (in Shares) | 27,600,000 | |||
Sale of warrants (in Shares) | 7,270,000 | |||
Series C Preferred Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Shares of common stock per warrant | 250,000 | |||
Warrant exercise price | $ 11.3243 | |||
Expiration date | Jan. 31, 2030 |
Warrants - Schedule of Quantita
Warrants - Schedule of Quantitative Information Regarding Assumptions Used in Black Scholes Option-Pricing Model (Details) - $ / shares | Sep. 24, 2021 | Jan. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||||
Term (in years) | 10 years | 6 years 1 month 20 days | 6 years 21 days | |
Expected volatility | 85.00% | 68.25% | 64.98% | |
Risk-free rate | 3.05% | 1.05% | 0.51% | |
Dividend yield | 0.00% | 0.00% | 0.00% | |
Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Stock price | $ 10.05 | $ 7.73 | ||
Term (in years) | 3 months 25 days | 3 months 21 days | ||
Expected volatility | 18.90% | 25.00% | ||
Risk-free rate | 1.00% | 1.00% | ||
Dividend yield | 0.00% | 0.00% |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options granted | 1,793,940 | ||
Stock-based compensation expense | $ 30,758 | $ 583 | |
Restricted Stock Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock awards, weighted average grant date fair value | $ 8.78 | ||
Restricted Stock Awards | Chairman and Chief Executive Officer | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 15 months | ||
Stock-based compensation expense | $ 20,800 | ||
Restricted Stock Units (RSUs) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock awards, weighted average grant date fair value | $ 8.78 | ||
Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 10,311 | ||
Period for recognition of unrecognized compensation cost related to non-vested stock awards | 3 years 1 month 6 days | ||
Service Vesting Rights | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | ||
Service Vesting Rights | Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | ||
Stock-based compensation expense | $ 8,086 | $ 0 | |
Two Thousand Fifteen Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total number of shares | 3,180,714 | ||
Stock - based compensation exercisable period | 10 years | ||
Two Thousand Fifteen Equity Incentive Plan | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | ||
Two Thousand Fifteen Equity Incentive Plan | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | ||
Two Thousand Twenty One Equity Incentive Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total number of shares | 30,000,000 | ||
Due to failure to vest, additional shares added. | 12,760,600 | ||
Options granted | 0 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Options Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Options outstanding, beginning balance | shares | 7,883,087 | |
Options granted | shares | 1,793,940 | |
Options exercised | shares | (24,746) | |
Options cancelled | shares | (951,270) | |
Options outstanding, ending balance | shares | 8,701,011 | 7,883,087 |
Options vested or expected to vest | shares | 8,701,011 | |
Options exercisable | shares | 4,928,738 | |
Options outstanding, weighted average exercise price, beginning balance | $ / shares | $ 0.59 | |
Options granted, weighted average exercise price | $ / shares | 8.78 | |
Options exercised, weighted average exercise price | $ / shares | 0.83 | |
Options cancelled, weighted average exercise price | $ / shares | 0.82 | |
Options outstanding, weighted average exercise price, ending balance | $ / shares | 2.26 | $ 0.59 |
Options vested or expected to vest, weighted average exercise price | $ / shares | 2.26 | |
Options exercisable, weighted average exercise price | $ / shares | $ 0.43 | |
Options outstanding, weighted average remaining contractual term | 6 years 5 months 1 day | 6 years 9 months 29 days |
Options vested or expected to vest, weighted average remaining contractual term | 6 years 5 months 1 day | |
Options exercisable, weighted average remaining contractual term | 5 years 3 months 18 days | |
Options outstanding, aggregate intrinsic value | $ | $ 47,633 | $ 5,058 |
Options vested or expected to vest, aggregate intrinsic value | $ | 47,633 | |
Options exercisable, aggregate intrinsic value | $ | $ 35,991 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of RSUs Activity (Details) - Restricted Stock Units (RSUs) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, beginning balance | shares | 901,217 |
Number of shares, granted | shares | 205,168 |
Number of shares, cancelled | shares | (6,884) |
Number of shares, ending balance | shares | 1,099,501 |
Weighted average fair value, beginning balance | $ / shares | $ 1.18 |
Weighted average fair value, granted | $ / shares | 8.78 |
Weighted average fair value, cancelled | $ / shares | 1.17 |
Weighted average fair value, ending balance | $ / shares | $ 2.60 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of RSAs Activity (Details) - Restricted Stock Awards | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, granted | shares | 5,129,222 |
Number of shares, ending balance | shares | 5,129,222 |
Weighted average fair value, granted | $ / shares | $ 8.78 |
Weighted average fair value, ending balance | $ / shares | $ 8.78 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Fair Value of Each Option Grants (Details) - $ / shares | Jan. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Fair value of Common Stock | $ 8.78 | $ 0.72 | |
Risk-free interest rate | 3.05% | 1.05% | 0.51% |
Contractual term | 10 years | 6 years 1 month 20 days | 6 years 21 days |
Dividend yield | 0.00% | 0.00% | 0.00% |
Volatility rate | 85.00% | 68.25% | 64.98% |
Stock-based Compensation - Sc_3
Stock-based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 30,758 | $ 583 |
Cost of Revenue | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 70 | 77 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 269 | 127 |
Sales and Marketing | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 787 | 33 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 29,632 | $ 346 |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Weighted Average Fair Value Per Share (Details) | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Sharebased Compensation Arrangement By Sharebased Payment Award Options Nonvested Weighted Average Grant Date Fair Value [Abstract] | |
Granted | $ 5.40 |
Exercised | 0.48 |
Cancelled | 0.55 |
Unvested | $ 3.25 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net loss attributable to common stockholders | $ (36,985) | $ (6,893) | $ (47,446) | $ (17,049) |
Denominator: | ||||
Weighted average shares outstanding, basic and diluted | 106,614,893 | 103,506,165 | 104,922,111 | 98,862,683 |
Basic and diluted net loss per share | $ (0.35) | $ (0.07) | $ (0.45) | $ (0.17) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Shares Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 63,604,202 | 10,791,638 |
Outstanding Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 20,549,468 | 1,282,306 |
Outstanding Restricted Stock Awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 5,129,222 | |
Outstanding Stock Options and Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 9,800,512 | 9,509,332 |
Outstanding Earnout Shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 28,125,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 0 | $ 0 | $ 1 | $ 1 |
Income tax expense pre-tax loss, percentage | 0.00% | (0.00%) | 0.00% | 0.00% |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Noncancelable Operating Leases (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2021 | $ 106 |
2022 | 1,280 |
2023 | 970 |
2024 | 1,324 |
2025 | 1,360 |
2026 and thereafter | 11,322 |
Total | $ 16,362 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) - USD ($) | Jul. 06, 2021 | Apr. 04, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Commitments and Contingencies Details [Line Items] | ||||
Operating Lease, Expense | $ 1,242,000 | $ 220,000 | ||
Reduction in property and equipment, net | $ 142,000 | |||
Gain (loss) recorded as result of adjustment | 0 | |||
Current Lease Obligation | ||||
Commitments and Contingencies Details [Line Items] | ||||
Reduction in property and equipment, net | 20,000 | |||
Non-current Lease Obligations | ||||
Commitments and Contingencies Details [Line Items] | ||||
Reduction in property and equipment, net | $ 122,000 | |||
Accrued Liabilities | ||||
Commitments and Contingencies Details [Line Items] | ||||
Capital Lease Obligation | 93,000 | |||
Other Noncurrent Liabilities | ||||
Commitments and Contingencies Details [Line Items] | ||||
Capital Lease Obligation | $ 8,000 | |||
Palantir Technologies | ||||
Commitments and Contingencies Details [Line Items] | ||||
Professional and contract services expense term | 6 years | |||
Professional and contract services expense | $ 42,000,000 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Noncancelable Capital Leases (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2021 | $ 2 |
2022 | 98 |
2023 | 4 |
2024 | 4 |
Minimum lease payment including interest | 108 |
Amount representing interest | (5) |
Minimum lease payments excluding interest | $ 103 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Unconditional Purchase Commitment (Details) - Palantir Technologies $ in Thousands | Sep. 30, 2021USD ($) |
Recorded Unconditional Purchase Obligation [Line Items] | |
2021 (remaining) | $ 1,100 |
2022 | 4,000 |
2023 | 8,000 |
2024 | 8,000 |
2025 | 10,000 |
2026 | 10,000 |
Total | $ 41,100 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Segment | Sep. 30, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segment | 1 | |||
Number of operating segment | 1 | |||
Non-US [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue earned from customers | $ | $ 5 | $ 71 | $ 76 | $ 71 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | Apr. 04, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Feb. 16, 2021 | Dec. 31, 2020 |
Related Party Transactions Details [Line Items] | |||||||
Revenue, net | $ 1,129 | $ 1,505 | $ 4,071 | $ 5,387 | |||
Construction in Progress, Cost Capitalized | 499 | 499 | |||||
Zepto | |||||||
Related Party Transactions Details [Line Items] | |||||||
Ownership percentage | 79.00% | ||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | $ 200 | ||||||
Chief Legal Officer | Zepto | |||||||
Related Party Transactions Details [Line Items] | |||||||
Participating Ownership Holding Percentage | 21.00% | ||||||
Delta Air Lines, INC. | |||||||
Related Party Transactions Details [Line Items] | |||||||
Revenue, net | 0 | $ 100 | |||||
Palantir | Software | |||||||
Related Party Transactions Details [Line Items] | |||||||
Finite-Lived Intangible Asset, Contractual Useful Life | 6 years | ||||||
Capitalized Computer Software, Net | $ 42,000 | ||||||
Service expenses | 1,057 | ||||||
Accounts Payable | 162 | 162 | |||||
Accrued liabilities | $ 84 | $ 84 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | ||
Maximum defer net employment income percentage | 100.00% | 100.00% |
Accrued amount for employee contribution | $ 0 | $ 0 |