Cover
Cover - shares | 9 Months Ended | |
Oct. 02, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 02, 2022 | |
Document Transition Report | false | |
Entity Registrant Name | Enovix Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39753 | |
Entity Tax Identification Number | 85-3174357 | |
Entity Address, Address Line One | 3501 W Warren Avenue | |
Entity Address, City or Town | Fremont | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94538 | |
City Area Code | 510 | |
Local Phone Number | 695-2350 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | ENVX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 157,103,967 | |
Entity Central Index Key | 0001828318 | |
Current Fiscal Year End Date | --01-01 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 02, 2022 | Jan. 02, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 349,007 | $ 385,293 |
Accounts receivable, net | 6 | 0 |
Inventory | 452 | 0 |
Deferred contract costs | 1,539 | 4,554 |
Prepaid expenses and other current assets | 4,507 | 8,274 |
Total current assets | 355,511 | 398,121 |
Property and equipment, net | 103,991 | 76,613 |
Operating lease, right-of-use assets | 6,270 | 6,669 |
Other assets, non-current | 1,787 | 1,162 |
Total assets | 467,559 | 482,565 |
Current liabilities: | ||
Accounts payable | 6,816 | 3,144 |
Accrued expenses | 2,476 | 7,109 |
Accrued compensation | 6,169 | 4,101 |
Deferred revenue | 1,373 | 5,575 |
Other liabilities | 695 | 707 |
Total current liabilities | 17,529 | 20,636 |
Warrant liability | 80,220 | 124,260 |
Operating lease liabilities, non-current | 8,449 | 9,071 |
Deferred revenue, non-current | 2,964 | 2,290 |
Other liabilities, non-current | 114 | 191 |
Total liabilities | 109,276 | 156,448 |
Commitments and Contingencies (Note 7) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value; authorized shares of 1,000,000,000; issued and outstanding shares of 157,077,599 and 152,272,287 as of October 2, 2022 and January 2, 2022, respectively | 15 | 15 |
Preferred stock, $0.0001 par value; authorized shares of 10,000,000; no shares issued or outstanding as of October 2, 2022 and January 2, 2022, respectively | 0 | 0 |
Additional paid-in-capital | 731,861 | 659,254 |
Accumulated deficit | (373,593) | (333,152) |
Total stockholders’ equity | 358,283 | 326,117 |
Total liabilities and stockholders’ equity | $ 467,559 | $ 482,565 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Oct. 02, 2022 | Jan. 02, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 157,077,599 | 152,272,287 |
Common stock, shares outstanding (in shares) | 157,077,599 | 152,272,287 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 8 | $ 0 | $ 5,109 | $ 0 |
Cost of revenue | 6,629 | 104 | 12,883 | 1,847 |
Gross margin | (6,621) | (104) | (7,774) | (1,847) |
Operating expenses: | ||||
Research and development | 13,948 | 10,301 | 42,506 | 25,413 |
Selling, general and administrative | 13,110 | 8,791 | 36,545 | 17,500 |
Total operating expenses | 27,058 | 19,092 | 79,051 | 42,913 |
Loss from operations | (33,679) | (19,196) | (86,825) | (44,760) |
Other income (expense): | ||||
Change in fair value of convertible preferred stock warrants and common stock warrants | (50,160) | 8,460 | 44,040 | 3,679 |
Interest expense, net | 0 | (52) | 0 | (187) |
Other income (expense), net | 1,826 | (50) | 2,344 | (38) |
Total other income (expense), net | (48,334) | 8,358 | 46,384 | 3,454 |
Net loss | $ (82,013) | $ (10,838) | $ (40,441) | $ (41,306) |
Net loss per share, basic (in dollars per share) | $ (0.53) | $ (0.08) | $ (0.27) | $ (0.38) |
Weighted average number of common shares outstanding, basic (in shares) | 153,332,007 | 133,492,216 | 152,497,010 | 109,317,614 |
Net loss per share, diluted (in dollars per share) | $ (0.53) | $ (0.14) | $ (0.55) | $ (0.45) |
Weighted average number of common shares outstanding, diluted (in shares) | 153,332,007 | 135,052,128 | 153,773,271 | 109,854,540 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 100,016,559 | |||
Beginning balance at Dec. 31, 2020 | $ 36,216 | $ 10 | $ 243,484 | $ (207,278) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock upon exercise of stock options (in shares) | 2,112,373 | |||
Issuance of common stock upon exercise of stock options | 30 | 30 | ||
Vesting of early exercised stock options | 24 | 24 | ||
Repurchase of unvested restricted common stock (in shares) | (87,768) | |||
Issuance of Series D convertible preferred stock upon exercise of warrants (in shares) | 2,020,034 | |||
Issuance of Series D convertible preferred stock upon exercise of warrants | 20,877 | 20,877 | ||
Stock-based compensation | 1,555 | 1,555 | ||
Net income (loss) | (16,165) | (16,165) | ||
Ending balance (in shares) at Mar. 31, 2021 | 104,061,198 | |||
Ending balance at Mar. 31, 2021 | 42,537 | $ 10 | 265,970 | (223,443) |
Beginning balance (in shares) at Dec. 31, 2020 | 100,016,559 | |||
Beginning balance at Dec. 31, 2020 | 36,216 | $ 10 | 243,484 | (207,278) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (41,306) | |||
Ending balance (in shares) at Oct. 03, 2021 | 145,185,904 | |||
Ending balance at Oct. 03, 2021 | 323,706 | $ 14 | 572,276 | (248,584) |
Beginning balance (in shares) at Mar. 31, 2021 | 104,061,198 | |||
Beginning balance at Mar. 31, 2021 | 42,537 | $ 10 | 265,970 | (223,443) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock upon exercise of stock options (in shares) | 9,442 | |||
Issuance of common stock upon exercise of stock options | 4 | 4 | ||
Vesting of early exercised stock options | 29 | 29 | ||
Repurchase of unvested restricted common stock (in shares) | (75,111) | |||
Stock-based compensation | 2,353 | 2,353 | ||
Net income (loss) | (14,303) | (14,303) | ||
Ending balance (in shares) at Jun. 30, 2021 | 103,995,529 | |||
Ending balance at Jun. 30, 2021 | 30,620 | $ 10 | 268,356 | (237,746) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Business combination, net of redemptions and equity issuance costs and PIPE financing, net (in shares) | 41,249,985 | |||
Issuance of common stock upon exercise of stock options | 300,745 | $ 4 | 300,741 | |
Vesting of early exercised stock options | 29 | 29 | 0 | |
Repurchase of unvested restricted common stock (in shares) | (59,610) | |||
Stock-based compensation | 3,150 | 3,150 | ||
Net income (loss) | (10,838) | (10,838) | ||
Ending balance (in shares) at Oct. 03, 2021 | 145,185,904 | |||
Ending balance at Oct. 03, 2021 | 323,706 | $ 14 | 572,276 | (248,584) |
Beginning balance (in shares) at Jan. 02, 2022 | 152,272,287 | |||
Beginning balance at Jan. 02, 2022 | 326,117 | $ 15 | 659,254 | (333,152) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock upon exercise of stock options (in shares) | 91,910 | |||
Issuance of common stock upon exercise of stock options | 200 | 200 | ||
Issuance of common stock upon exercise of common stock warrants (in shares) | 4,126,466 | |||
Issuance of common stock upon exercise of common stock warrants | 47,452 | 47,452 | ||
Vesting of early exercised stock options | 42 | 42 | ||
Vesting of restricted stock units (in shares) | 34,941 | |||
Repurchase of unvested restricted common stock (in shares) | (105,886) | |||
Stock-based compensation | 4,536 | 4,536 | ||
Net income (loss) | 42,707 | 42,707 | ||
Ending balance (in shares) at Apr. 03, 2022 | 156,419,718 | |||
Ending balance at Apr. 03, 2022 | 421,054 | $ 15 | 711,484 | (290,445) |
Beginning balance (in shares) at Jan. 02, 2022 | 152,272,287 | |||
Beginning balance at Jan. 02, 2022 | $ 326,117 | $ 15 | 659,254 | (333,152) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock upon exercise of stock options (in shares) | 343,124 | |||
Net income (loss) | $ (40,441) | |||
Ending balance (in shares) at Oct. 02, 2022 | 157,077,599 | |||
Ending balance at Oct. 02, 2022 | 358,283 | $ 15 | 731,861 | (373,593) |
Beginning balance (in shares) at Apr. 03, 2022 | 156,419,718 | |||
Beginning balance at Apr. 03, 2022 | 421,054 | $ 15 | 711,484 | (290,445) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock upon exercise of stock options (in shares) | 46,807 | |||
Issuance of common stock upon exercise of stock options | 77 | 77 | ||
Issuance of common stock under employee stock purchase plan (in shares) | 126,574 | |||
Issuance of common stock under employee stock purchase plan | 1,113 | 1,113 | ||
Vesting of early exercised stock options | 28 | 28 | ||
Vesting of restricted stock units (in shares) | 115,990 | |||
Repurchase of unvested restricted common stock (in shares) | (30,399) | |||
Stock-based compensation | 7,603 | 7,603 | ||
Net income (loss) | (1,135) | (1,135) | ||
Ending balance (in shares) at Jul. 03, 2022 | 156,678,690 | |||
Ending balance at Jul. 03, 2022 | 428,740 | $ 15 | 720,305 | (291,580) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock upon exercise of stock options (in shares) | 204,483 | |||
Issuance of common stock upon exercise of stock options | 1,775 | 1,775 | ||
Vesting of early exercised stock options | 28 | 28 | ||
Vesting of restricted stock units (in shares) | 209,156 | |||
Repurchase of unvested restricted common stock (in shares) | (14,730) | |||
Stock-based compensation | 9,753 | 9,753 | ||
Net income (loss) | (82,013) | (82,013) | ||
Ending balance (in shares) at Oct. 02, 2022 | 157,077,599 | |||
Ending balance at Oct. 02, 2022 | $ 358,283 | $ 15 | $ 731,861 | $ (373,593) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 02, 2022 | Oct. 03, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (40,441) | $ (41,306) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 4,388 | 674 |
Amortization of right-of-use assets | 407 | 388 |
Stock-based compensation | 22,117 | 6,717 |
Changes in fair value of convertible preferred stock warrants and common stock warrants | (44,040) | (3,679) |
Loss on early debt extinguishment | 0 | 60 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6) | 0 |
Inventory | (452) | 0 |
Prepaid expenses and other assets | (2,004) | (1,645) |
Deferred contract costs | 3,015 | (1,279) |
Accounts payable | (192) | (357) |
Accrued expenses and compensation | (122) | 3,173 |
Deferred revenue | (3,527) | 2,290 |
Other liabilities | (46) | 450 |
Net cash used in operating activities | (60,903) | (34,514) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (31,366) | (31,509) |
Net cash used in investing activities | (31,366) | (31,509) |
Cash flows from financing activities: | ||
Proceeds from Business Combination and PIPE financing | 0 | 405,155 |
Payments of transaction costs related to Business Combination and PIPE financing | 0 | (29,641) |
Proceeds from exercise of common stock warrants, net | 52,828 | 0 |
Proceeds from secured promissory notes, converted promissory notes and paycheck protection program loan | 0 | 15,000 |
Repayment of secured promissory note | 0 | (15,000) |
Payment of debt issuance costs | 0 | (90) |
Proceeds from exercise of convertible preferred stock warrants | 0 | 102 |
Proceeds from the exercise of stock options | 2,052 | 163 |
Proceeds from issuance of common stock under employee stock purchase plan | 1,112 | 0 |
Repurchase of unvested restricted common stock | (9) | (13) |
Net cash provided by financing activities | 55,983 | 375,676 |
Change in cash, cash equivalents, and restricted cash | (36,286) | 309,653 |
Cash and cash equivalents and restricted cash, beginning of period | 385,418 | 29,218 |
Cash and cash equivalents, and restricted cash, end of period | 349,132 | 338,871 |
Supplemental cash flow data (Non-cash): | ||
Net liabilities assumed from Business Combination | 0 | 73,400 |
Purchase of property and equipment included in liabilities | 4,689 | 2,606 |
Accrued transaction costs | $ 794 | $ 1,370 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Oct. 02, 2022 | Oct. 03, 2021 |
Statement of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 349,007 | $ 338,746 |
Restricted cash included in prepaid expenses and other current assets | 125 | 125 |
Total cash, cash equivalents, and restricted cash | $ 349,132 | $ 338,871 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Oct. 02, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Organization Enovix Corporation (“Enovix” or the “Company”) was incorporated in Delaware in 2006. The Company designs, develops, and manufactures an advanced silicon-anode lithium-ion battery using proprietary 3D cell architecture that increases energy density and maintains a high cycle life. The Company is headquartered in Fremont, California. The Company is focused on the development and commercialization of its silicon-anode lithium-ion batteries. Starting in the second quarter of 2022, the Company commenced its planned principal operations of commercial manufacturing and began to generate revenue from its planned principal business activities. Business Combination On July 14, 2021 (the “Closing Date”), Enovix Corporation, a Delaware Corporation (“Legacy Enovix”), Rodgers Silicon Valley Acquisition Corp. (“RSVAC”), and RSVAC Merger Sub Inc., a Delaware Corporation and wholly owned subsidiary of RSVAC (“Merger Sub”), consummated the closing of the transactions contemplated by the Agreement and Plan of Merger, dated February 22, 2021 (the “Business Combination”), by and among RSVAC, Merger Sub and Legacy Enovix (the “Merger Agreement”), following the approval at a special meeting of the stockholders of RSVAC held on July 12, 2021 (the “Special Meeting”). Following the consummation of the Business Combination on the Closing Date, Legacy Enovix changed its name to Enovix Operations Inc., and RSVAC changed its name from Rodgers Silicon Valley Acquisition Corp. to Enovix Corporation. Please refer to Note 3 “Business Combination” to the consolidated financial statements for the fiscal year ended January 2, 2022 included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2022 (the “Annual Report”) for further details of the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 02, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and the Business Combination from the Closing Date. All intercompany balances and transactions have been eliminated in consolidation. The Business Combination has been accounted for as a reverse recapitalization under GAAP. This determination is primarily based on Legacy Enovix stockholders comprising a relative majority of the voting power of Enovix and having the ability to nominate the members of the Board, Legacy Enovix’s operations prior to the acquisition comprising the only ongoing operations of Enovix, and Legacy Enovix’s senior management comprising a majority of the senior management of Enovix. Under this accounting method, RSVAC was treated as the “acquired” company and Legacy Enovix was treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Enovix represent a continuation of the financial statements of Legacy Enovix with the Business Combination being treated as the equivalent of Enovix issuing common stock for the net assets of RSVAC, accompanied by a recapitalization. The net liabilities of RSVAC, other than its warrant liabilities, were stated at historical cost, which approximates to its fair values. Its warrant liabilities were stated at its fair values and no goodwill or other intangible assets were recorded. Results of operations prior to the Business Combination are presented as those of Enovix. Beginning in the third quarter of 2021, historical shares and corresponding capital amounts, as well as for net loss per share, prior to the Business Combination, have been retrospectively adjusted using the exchange ratio as defined in the Business Combination for the equivalent number of shares outstanding immediately after the Business Combination to the effect the reverse recapitalization. The Company did not have any other comprehensive income or loss for the periods presented. Accordingly, net loss and comprehensive loss are the same for the periods presented. Additionally, the Company did not have any income tax expenses for the periods presented. Liquidity and Capital Resources The Company has incurred operating losses and negative cash flows from operations since its inception through October 2, 2022 and expects to incur operating losses for the foreseeable future. As of October 2, 2022, the Company had a working capital of $338.0 million and an accumulated deficit of $373.6 million. In connection with the Business Combination in July 2021, the Company raised approximately $373.7 million of net proceeds, after deducting transaction costs and estimated offering related expenses. Please refer to Note 3 “Business Combination” of the notes to the consolidated financial statements for the fiscal year ended January 2, 2022 included in the Annual Report for more information. In December 2021, the Company received $77.2 million of gross proceeds from the exercises of the Public Warrants (as defined under the heading “Common Stock Warrants” in Note 8 “Warrants”), which were being traded in the Nasdaq Global Select Market (“Nasdaq”). In January 2022, the Company received $52.8 million of net proceeds from the exercise of the Public Warrants. The Company plans to use the proceeds from the exercises of the Public Warrants for general corporate purposes. Based on the anticipated spending, cash received from the Business Combination, net proceeds from the exercises of the Public Warrants and timing of expenditure, the Company currently expects that its cash will be sufficient to meet its funding requirements over the next twelve months. Going forward, the Company may require additional financing for its future operations and expansion. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Unaudited Interim Condensed Consolidated Financial Statements The Condensed Consolidated Balance Sheet as of October 2, 2022, the Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Changes in Shareholders’ equity for the quarters and fiscal years-to-date ended October 2, 2022 and October 3, 2021, and the Condensed Consolidated Statements of Cash Flows for the fiscal years-to-date ended October 2, 2022 and October 3, 2021 are unaudited. These accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring items, considered necessary to present fairly the Company’s financial condition, results of operations, stockholders’ equity and cash flows for the periods presented above. The results of operations for the quarter and fiscal year-to-date ended October 2, 2022 are not necessarily indicative of the operating results for the full year, and therefore should not be relied upon as an indicator of future results. The Condensed Consolidated Balance Sheet as of January 2, 2022 included herein was derived from the audited consolidated financial statements as of that date and the accompanying consolidated financial statements and related notes are included in the Annual Report. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the condensed consolidated financial statements and accompanying notes during the reporting periods. Estimates and assumptions include but are not limited to: depreciable lives for property and equipment, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation, incremental borrowing rate for operating right-of-use assets and lease liabilities, and estimates to fair value convertible preferred stock warrants and common stock warrants. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that it believes to be reasonable under the circumstances. In the preparation of our condensed consolidated financial statements, the Company has considered potential impacts of the COVID-19 pandemic on its critical and significant accounting estimates. There was no significant impact to its condensed consolidated financial statements. The Company will continue to evaluate the nature and extent of the potential impacts to its business and its condensed consolidated financial statements. Summary of Significant Accounting Policies As the Company commenced its planned principal operations of commercial manufacturing in the second quarter of 2022 and adopted Accounting Standards Update (“ASU”), 2016-13, Financial Instruments - Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), the Company has the following new additions and updates to the significant accounting policies disclosed in Note 2 “Summary of Significant Accounting Policies,” of the notes to the consolidated financial statements for the fiscal year ended January 2, 2022 included in the Annual Report. Revenue Recognition In June 2022, the Company has begun to generate revenue from its planned principal business activities. The Company recognizes revenue within the scope of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The following five steps are applied to achieve that core principle: 1. Identify the contract with the customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; and 5. Recognize revenue when the company satisfies a performance obligation. The Company’s revenue consists of product revenue, resulting from the sale of silicon-anode lithium-ion batteries as well as battery pack products (“Product Revenue”), and service revenue, resulting from payments received from its customers based on executed engineering revenue contracts for the development of silicon-anode lithium-ion battery technology (“Service Revenue”). Service Revenue For more details on revenue recognition on Service Revenue, please refer to Note 2 “Summary of Significant Accounting Policies” to the consolidated financial statements for the fiscal year ended January 2, 2022 included in the Annual Report. Product Revenue Product Revenue is recognized once the Company has satisfied the performance obligations and the customer obtains control of the goods at a point in time under the revenue recognition criteria. P roduct Revenue is recognized in an amount that reflects the consideration for the corresponding performance obligations for the silicon-anode lithium-ion batteries or battery pack products transferred. For the quarter ended October 2, 2022, the Company recognized immaterial amount of revenue. For the fiscal year-to-date ended October 2, 2022, the Company recognized $5.1 million of total revenue, of which $5.1 million represented Service Revenue and an immaterial amount was for Product Revenue. Customer A represented $5.0 million of the Company's total revenue. As of October 2, 2022 and January 2, 2022, total deferred revenue was $4.3 million and $7.9 million, respectively, and total deferred contract costs were $1.5 million and $4.6 million, respectively. Product Warranties The Company provides product warranties, which cover certain repair or replacement under the revenue contracts and they generally range from one continuously monitors its product returns for warranty failures and maintains a reserve for the related warranty expenses based on various factors, including historical warranty claims, results of accelerated lab testing, field monitoring, vendor reliability estimates, and data on industry averages for similar products. Due to the potential for variability in these underlying factors, the difference between the estimated costs and the actual costs could be material to the Company’s condensed consolidated financial statements. If actual product failure rates or the frequency or severity of reported claims differ from the estimates, the Company may be required to revise its estimated warranty liability. As of October 2, 2022, the Company's warranty liability on the Condensed Consolidated Balance Sheet was immaterial. Trade Accounts Receivable and Allowance for Credit Losses The Company’s accounts receivables are recorded at invoiced amounts less allowance for any credit losses. According to ASU 2016-13, the Company recognizes credit losses based on a forward-looking current expected credit losses (“CECL”). The Company makes estimates of expected credit losses based upon its assessment of various factors, including the age of accounts receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The allowance for credit losses are recognized in the Condensed Consolidated Statement of Operations. The uncollectible accounts receivables are written off in the period in which a determination is made that all commercially reasonable means of recovering them have been exhausted. The Company recognized an immaterial amount of allowance for expected credit loss as of October 2, 2022 and there was no write-off of accounts receivable for the periods presented. As of October 2, 2022, the Company's accounts receivable, net was immaterial. Credit Losses The Company is exposed to credit losses primarily through its available-for-sale investments. The Company invests excess cash in marketable securities with high credit ratings that are classified in Level 1 and Level 2 of the fair value hierarchy. The Company’s investment portfolio at any point in time contains investments in U.S. treasury and U.S. government agency securities, taxable and tax-exempt municipal notes, corporate notes and bonds, commercial paper, non-U.S. government agency securities and money market funds, and are classified as available-for-sale. The Company assesses whether its available-for sale investments are impaired at each reporting period. Unrealized losses or impairments resulting from the fair value of the available-for-sale debt security being below the amortized cost basis are evaluated for identification of credit losses and non-credit related losses. Any credit losses are charged to earnings against the allowance for credit losses of the debt security, limited to the difference between the fair value and the amortized cost basis of the debt security. Any difference between the fair value of the debt security and the amortized cost basis, less the allowance for credit losses, are reported in other comprehensive income (loss). Expected cash inflows due to improvements in credit are recognized through a reversal of the allowance for credit losses subject to the total allowance previously recognized. The Company’s expected loss allowance methodology for the debt securities is developed by reviewing the extent of the unrealized loss, the size, term, geographical location, and industry of the issuer, the issuers’ credit ratings and any changes in those ratings, as well as reviewing current and future economic market conditions and the issuers’ current status and financial condition. The Company considered the current and expected future economic and market conditions and determined that the estimate of credit losses was not significantly impacted. As of October 2, 2022, the Company has not recognized an allowance for expected credit losses related to available-for-sale investments as the Company did not have available-for-sale investments. Inventory Inventory is stated at the lower of cost or net realizable value on a first-in and first-out basis. Inventory costs include direct materials, direct labor, and normal manufacturing overhead. The cost basis of the Company’s inventory is reduced for any products that are considered excessive or obsolete based upon assumptions about future demand and market conditions. Additionally, the cost basis of the Company’s inventory does not include any unallocated fixed overhead costs associated with abnormally low utilization of its factories. See Note 5 “Inventory” for more information. Property and Equipment Property and equipment are stated at the Company’s original cost, net of accumulated depreciation. Construction in process is related to the construction or development of property and equipment that have not yet been placed in service for their intended use. In the second quarter of 2022, the Company placed its leasehold improvement and machinery and equipment into service for the Company's first production line and updated the estimated useful lives for its property and equipment. As of October 2, 2022, the Company’s second production line was not yet placed into service as it remains under construction. Costs for capital assets not yet placed into service are capitalized as construction in process on the Condensed Consolidated Balance Sheets and will be depreciated once placed into service. Property and equipment are depreciated or amortized using the straight-line method over the estimated useful lives of the following assets below. Estimated Useful Life (in Years) Machinery and equipment 2 - 10 Office equipment and software 3 - 5 Furniture and fixtures 3 - 5 Leasehold improvements Shorter of the economic life or the remaining lease term When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in the Condensed Consolidated Statement of Operations in the period of disposition. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed in the Condensed Consolidated Statement of Operations in the period incurred. See Note 4 “Property and Equipment” for more information. Emerging Growth Company Status The Company currently qualifies as an “emerging growth company” (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC’s can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. Other than the adoption of Accounting Standards Codification (“ASC”) 842, Leases, as discussed below, the Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. On the last business day of the second fiscal quarter of 2022, the aggregate worldwide market value of shares of common stock held by the Company's non-affiliate stockholders exceeded $700 million. As a result, as of this fiscal year end, January 1, 2023, the Company will be deemed a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934 and the Company will cease to be an EGC. The Company will no longer be exempt from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, and the independent registered public accounting firm will evaluate and report on the effectiveness of internal control over financial reporting. Recently Adopted Accounting Pronouncements Effective January 3, 2022, the Company adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which changed the impairment model for most financial assets and certain other instruments. The Company adopted ASU 2016-13 using a modified retrospective transition method, which required a cumulative-effect adjustment to the opening balance of retained earnings to be recognized on the date of adoption with prior periods not restated. The adoption of this ASU 2016-13 did not have a material impact on its condensed consolidated financial statements. See “Credit Losses” above for a description of the Company’s credit losses accounting policy. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Oct. 02, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The fair value of the Company’s financial assets and liabilities are determined in accordance with the fair value hierarchy established in ASC 820, Fair Value Measurements, issued by the Financial Accounting Standards Board. The fair value hierarchy of ASC 820 requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels: Level 1: Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date. Level 2: Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company's financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and the warrant liabilities. Cash and cash equivalents are reported at their respective fair values on the Company's Condensed Consolidated Balance Sheets. The following table details the fair value measurements of assets and liabilities that were measured at fair value on a recurring basis based on the following three-tiered fair value hierarchy per ASC 820, Fair Value Measurement , as of October 2, 2022 and January 2, 2022 (in thousands). Fair Value Measurement using Level 1 Level 2 Level 3 Total As of October 2, 2022 Assets: Money Market Funds $ 344,106 $ — $ — $ 344,106 Liabilities: Private Placement Warrants $ — $ — $ 80,220 $ 80,220 As of January 2, 2022 Liabilities: Private Placement Warrants $ — $ — $ 124,260 $ 124,260 The Company’s liabilities are measured at fair value on a non-recurring basis, including 6,000,000 warrants that were assumed from the Business Combination and were held by Rodgers Capital, LLC (the “Sponsor”) and certain of its members (the “Private Placement Warrants”). The fair value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes valuation model. As of October 2, 2022, the fair value of the Private Placement Warrants was $13.37 per share with an exercise price of $11.50 per share. The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows (in thousands): Private Placement Warrants Fair value as of January 2, 2022 $ 124,260 Change in fair value (44,040) Fair value as of October 2, 2022 $ 80,220 Private Placement Warrants Convertible Fair value as of December 31, 2020 $ — $ 15,995 Acquired from the Business Combination 72,900 — Settlements — (20,776) Change in fair value (8,460) 4,781 Fair value as of October 3, 2021 $ 64,440 $ — The following table summarizes the key assumptions used for determining the fair value of convertible preferred stock warrants and common stock warrants. Private Placement Warrants Outstanding as of October 2, 2022 Private Placement Warrants Outstanding as of January 2, 2022 Convertible Expected term (in years) 3.8 4.5 2.5 - 4.1 Expected volatility 90.0% 77.5% 75.0% Risk-free interest rate 4.2% 1.2% 0.2% - 0.4% Expected dividend rate 0.0% 0.0% 0.0% |
Property and Equipment
Property and Equipment | 9 Months Ended |
Oct. 02, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Property and equipment as of October 2, 2022 and January 2, 2022, consisted of the following (in thousands): October 2, January 2, Machinery and equipment $ 47,884 $ 6,636 Office equipment and software 1,236 918 Furniture and fixtures 721 639 Leasehold improvements 23,297 1,878 Construction in process 39,832 71,133 Total property and equipment 112,970 81,204 Less: accumulated depreciation (8,979) (4,591) Property and equipment, net $ 103,991 $ 76,613 In the second quarter of 2022, the Company placed its leasehold improvement and machinery and equipment into service for the Company's first production line and transferred the amount that was previously capitalized as construction in process into the machinery and equipment category. The Company began its depreciation using the straight-line method on the date that machinery and equipment and leasehold improvement were placed into service. As of October 2, 2022, the Company’s second production line was not yet placed into service as it remains under construction. The following table summarizes the depreciation and amortization expenses related to property and equipment, which are recorded within cost of revenue, research and development expense and selling, general and administrative expense in the Condensed Consolidated Statements of Operations (in thousands). Quarters Ended Fiscal Years-to-Date Ended October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021 Depreciation expense $ 2,857 $ 299 $ 4,388 $ 674 |
Inventory
Inventory | 9 Months Ended |
Oct. 02, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following components (in thousands). October 2, Raw materials $ 331 Work-in-process 23 Finished goods 98 Total inventory $ 452 |
Leases
Leases | 9 Months Ended |
Oct. 02, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases its headquarters, engineering and manufacturing space in Fremont, California under a single non-cancelable operating lease, right of use asset with an expiration date of August 31, 2030. In March 2021, the Company entered into a new agreement to lease office space in Fremont, California under a non-cancelable operating lease that expires in April 2026 with an option to extend for five years. The components of lease costs were as follows (in thousands): Quarters Ended Fiscal Years-to-Date Ended October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021 Operating lease cost $ 453 $ 531 $ 1,292 $ 1,273 Supplemental lease information: As of Operating leases October 2, 2022 January 2, 2022 Weighted-average remaining lease term 7.9 years 8.7 years Weighted-average discount rate 6.8% 6.8% Supplemental cash flow information related to leases are as follows (in thousands): Fiscal Years-to-Date Ended October 2, 2022 October 3, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,022 $ 1,084 Lease liabilities arising from obtaining ROU assets: Operating leases $ — $ 8,763 Maturities of Lease Liabilities The following is a schedule of maturities of lease liabilities as of October 2, 2022 (in thousands). Operating lease 2022 (remaining three months) $ 343 2023 1,406 2024 1,449 2025 1,492 2026 1,491 Thereafter 5,774 Total 11,955 Less: imputed interest (2,907) Present value of lease liabilities $ 9,048 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 02, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments As of October 2, 2022 and January 2, 2022, the Company’s commitments included approximately $21.2 million and $17.4 million, respectively, of the Company’s open purchase orders and contractual obligations that occurred in the ordinary course of business, including commitments with contract manufacturers and suppliers for which the Company has not received the goods or services, commitments for capital expenditures and construction-related activities for which the Company has not received the services. Although open purchase orders are considered enforceable and legally binding, the terms generally allow the Company the option to cancel, reschedule, and adjust its requirements based on its business needs prior to the delivery of goods or performance of services. For lease obligations, please refer to Note 6 “Leases” for more details. Litigation Derek Boxhorn v. Rodgers Silicon Valley Acquisition Corp., et al., 1:21-cv-02900 (SDNY) On April 5, 2021, Derek Boxhorn filed a complaint in the United States District Court for the Southern District of New York against RSVAC and RSVAC’s board of directors. The plaintiff alleged, among other things, that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, and that the individual defendants breached their fiduciary duties, in connection with the terms of the Business Combination, and that RSVAC’s registration statement contained materially incomplete and misleading information regarding the Business Combination. The plaintiff sought, among other things, unspecified monetary damages, attorney’s fees and costs and injunctive relief, including enjoining the Business Combination. The case was voluntarily dismissed on October 19, 2021. After the dismissal and on December 3, 2021, the plaintiff filed a motion for attorneys’ fees and costs. On August 23, 2022, the court denied the plaintiff's motion for attorney's fees and the case is closed. Sopheap Prak et al. v. Enovix Corporation et al., 22CV005846, Superior Court of California, Alameda County On January 21, 2022, two former machine operator employees filed a putative wage and hour class action lawsuit against Enovix and co-defendant Legendary Staffing, Inc. in the Superior Court of California, County of Alameda. The case is captioned Sopheak Prak & Ricardo Pimentel v Enovix Corporation and Legendary Staffing, Inc. , 22CV005846. The Prak complaint alleges, among other things, on a putative class-wide basis, that the defendants failed to pay all overtime wages and committed meal period, rest period and wage statement violations under the California Labor Code and applicable Wage Orders. The plaintiffs are seeking unpaid wages, statutory penalties and interest and reasonable costs and attorney fees. In September 2022, the Company began the mediation process. Based on the current knowledge of the legal proceeding, an estimate of possible loss liability has been recorded on the Condensed Consolidated Balance Sheet as of October 2, 2022 . From time to time, the Company may become involved in various legal proceedings arising in the ordinary course of its business. The Company is not currently a party to any other potentially material legal proceedings, and the Company is not aware of any pending or threatened legal proceeding against the Company that the Company believes could have a material adverse effect on the Company’s business, operating results or financial condition. As of October 2, 2022, the Company established an accrued liability on the Condensed Consolidated Balance Sheet and recorded a corresponding amount as an operating expense on its Condensed Consolidated Statement of Operations. The Company continues to monitor the development of its legal proceedings that could affect its previously established accrued liability and require an adjustment to it. Guarantees and Indemnifications In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. The Company also has indemnification obligations to its officers and directors for specified events or occurrences, subject to some limits, while they are serving at the Company’s request in such capacities. There have been no claims to date and the Company has director and officer insurance that may enable the Company to recover a portion of any amounts paid for future potential claims. The Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company has not recorded any liabilities relating to these obligations for the period presented. |
Warrants
Warrants | 9 Months Ended |
Oct. 02, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Warrants | Warrants Legacy Enovix Series D Convertible Preferred Stock Warrants On February 22, 2021, in a transaction separate from the Merger Agreement, the then outstanding Legacy Enovix Series D convertible preferred stock warrants were exercised at $0.01 per share, resulting in the issuance of 10,160,936 shares of Legacy Enovix Series D convertible preferred stock to the holders of such warrants, for a total of $0.1 million. As of October 2, 2022 and January 2, 2022, there were no convertible preferred stock warrants outstanding. Common Stock Warrants In connection with the Business Combination in July 2021, the Company assumed 17,500,000 Common Stock Warrants outstanding, which consisted of 11,500,000 warrants held by third-party investors (the “Public Warrants”) and 6,000,000 Private Placement Warrants. The Public Warrants met the criteria for equity classification and the Private Placement Warrants are classified as liability. Public Warrants On December 7, 2021, the Company delivered the notice of redemption to the holders of the outstanding Public Warrants to redeem all of its outstanding Public Warrants. The holders of the Public Warrants had until January 7, 2022 to exercise their Public Warrants. Any public warrants that remained unexercised after 5:00 pm, New York City Time, on January 7, 2022 were voided and were no longer exercisable, and the holders of the Public Warrants would be entitled to receive $0.01 per warrant. As of January 2, 2022, the Company had 4,322,106 Public Warrants outstanding. During the period from January 3, 2022 through January 7, 2022, there were 4,126,466 shares of the Public Warrants exercised with gross proceeds of $47.5 million. As of January 7, 2022 after 5:00 pm New York City time, there were 195,640 warrant remained unexercised, which were voided and were no longer exercisable. Pursuant to the warrant agreement, the holders of the Public Warrants were entitled to receive $0.01 per warrant from the Company. In addition, the Public Warrants were delisted and were no longer available for trading in the Nasdaq on January 7, 2022 after close of market. On January 19, 2022, the Company received net proceeds of $52.8 million from the warrant exercises, including the $5.3 million of other receivable included in Prepaids and other current assets on the Consolidated Balance Sheet as of January 2, 2022. As of October 2, 2022, there were no Public Warrants outstanding. Private Placement Warrants The 6,000,000 Private Placement Warrants were originally issued in a private placement to the initial stockholder of the Sponsor in connection with the initial public offering of RSVAC. Each whole Private Placement Warrant became exercisable for one whole share of the Company's common stock at a price of $11.50 per share on December 5, 2021. As of October 2, 2022, the Company had 6,000,000 Private Placement Warrants outstanding. See Note 3 “Fair Value Measurement” for more information. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Oct. 02, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share The Company computes net earnings per share (“EPS”) of common stock using the two-class method. Basic EPS is computed using net income (loss) divided by the weighted-average number of common stock shares outstanding. Diluted EPS is computed using net income (loss) with an adjustment of changes in fair value of the Private Placement Warrants recorded in earnings divided by the total of weighted-average number of common stock shares outstanding and any dilutive potential common stock shares outstanding. Dilutive potential common stock shares included the assumed stock options exercises, vesting and issuance activities of restricted stock units and estimated common stock issuance under the employee stock purchase plan. In connection with the Business Combination, shares of the Company’s common stock and all potentially dilutive securities for the prior periods were retroactively adjusted based on the exchange ratio established in the Business Combination. Please refer to Note 3 “Business Combination” to the consolidated financial statements for the fiscal year ended January 2, 2022 included in the Annual Report. The following table sets forth the computation of the Company’s basic and diluted net EPS of common stock for the periods presented below (in thousands, except share and per share amount): Quarters Ended Fiscal Years-to-Date Ended October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021 Numerator: Net loss attributable to common stockholders - basic $ (82,013) $ (10,838) $ (40,441) $ (41,306) Increase in fair value of Private Placement Warrants — (8,460) (44,040) (8,460) Net loss attributable to common stockholders - diluted $ (82,013) $ (19,298) $ (84,481) $ (49,766) Denominator: Weighted-average shares outstanding used in computing net loss per share of common stock, basic 153,332,007 133,492,216 152,497,010 109,317,614 Dilutive effect of Private Placement Warrants — 1,559,912 1,276,261 536,926 Weighted-average shares outstanding used in computing net loss per share of common stock, diluted 153,332,007 135,052,128 153,773,271 109,854,540 Net loss per share of common stock: Basic $ (0.53) $ (0.08) $ (0.27) $ (0.38) Diluted $ (0.53) $ (0.14) $ (0.55) $ (0.45) As the Company reported net loss for the periods presented above, these potentially dilutive securities were anti-dilutive and are excluded in the computation of diluted net loss per share. The following table discloses shares of the securities that were not included in the diluted EPS calculation above because they are anti-dilutive for the periods presented above. Quarters Ended Fiscal Years-to-Date Ended October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021 Stock options outstanding 5,083,643 5,852,759 5,083,643 5,852,759 Restricted stock units and performance restricted stock units outstanding 5,933,914 117,611 5,933,914 117,611 Private Placement Warrants outstanding 6,000,000 — — — Public Warrants outstanding — 11,500,000 — 11,500,000 Employee stock purchase plan estimated shares 380,847 — 380,847 — |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Oct. 02, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation The Company issues equity awards to employees and non-employees in the form of stock options and restricted stock units (“RSUs”). Additionally, the Company also offers an employee stock purchase plan (“ESPP”) to its eligible employees. In the second quarter of 2022, the Company began to grant performance based RSU (“PRSU”) subject to performance and service vesting conditions. The Company uses Black-Scholes option pricing model to value its stock options granted and the estimated shares to be purchased under the ESPP. For both RSUs and PRSUs, the Company uses its common stock price, which is the last reported sales price on the grant date to value those securities. In general, the Company recognizes its stock-based compensation expense on a straight-line basis over the requisite service period and records forfeitures as they occur. For PRSUs, the Company uses the graded vesting method to calculate the stock-based compensation expense. At each reporting period, the Company would recognize and adjust the stock-based compensation expense based on its probability assessment in meeting its PRSUs' performance conditions. The following table summarizes the total stock-based compensation expense, by operating expense category, recognized in the Condensed Consolidated Statements of Operations for the periods presented below (in thousands). Quarters Ended Fiscal Years-to-Date Ended October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021 Cost of revenue $ 1,067 $ — $ 1,317 $ 274 Research and development 3,372 1,290 9,705 4,197 Selling, general and administrative 4,260 1,752 11,095 2,246 Total stock-based compensation expense $ 8,699 $ 3,042 $ 22,117 $ 6,717 For the fiscal year-to-date ended October 2, 2022, the Company capitalized $1.2 million of stock-based compensation as property and equipment, net in the Condensed Consolidated Balance Sheet. For the fiscal year-to-date ended October 3, 2021, the Company capitalized an immaterial amount of stock-based compensation as deferred contract costs, inventory and property and equipment, net in the Condensed Consolidated Balance Sheet. There was no recognized tax benefit related to stock-based compensation for the periods presented. In addition, the Company accrued $1.4 million of bonus to be settled in equity awards as accrued compensation on the Condensed Consolidated Balance Sheet as of October 2, 2022. As of October 2, 2022, there was approximately $93.6 million of total unrecognized stock-based compensation expense related to unvested equity awards, which are expected to be recognized over a weighted-average period of 3.6 years. As of October 2, 2022, there was approximately $1.4 million of total unrecognized stock-based compensation related to the ESPP, which is expected to be recognized over a period of 1.1 years. Stock Option Activity The following table summarized stock option activities for the fiscal year-to-date ended October 2, 2022 (in thousands, except share and per share amount). Number of Weighted Weighted Aggregate Intrinsic Value (1) (2) Balances as of January 3, 2021 5,753,005 $ 8.88 Granted 46,190 13.82 Exercised (343,124) 5.98 $ 4,077 Forfeited (372,428) 9.43 Balances as of October 2, 2022 5,083,643 $ 9.08 8.5 $ 47,348 (1) The intrinsic value of options exercised is based upon the value of the Company’s stock at exercise. (2) The aggregate intrinsic value of the stock options outstanding as of October 2, 2022 represents the value of the Company’s closing stock price at $18.34 on October 2, 2022 in excess of the exercise price multiplied by the number of options outstanding. Unvested early exercised stock options which are subject to repurchase by the Company are not considered participating securities as those shares do not have non-forfeitable rights to dividends or dividend equivalents. Unvested early exercised stock options are not considered outstanding for purposes of the weighted average outstanding share calculation until they vest. As of October 2, 2022, 3,342,128 shares remained subject to the Company’s right of repurchase as a result of early exercised stock options. The remaining liability related to early exercised shares as of October 2, 2022 was $0.2 million and was recorded in other current and non-current liabilities in the Condensed Consolidated Balance Sheets. Restricted Stock Unit and Performance Restricted Stock Unit Activities The Company generally grants RSUs with service vesting condition and PRSUs with both performance and service vesting conditions. Each RSU or PRSU is not considered issued and outstanding and does not have voting rights until it is converted into one share of the Company’s common stock upon vesting. The following table summarized RSUs and PRSUs activities for the fiscal year-to-date ended October 2, 2022 (in thousands, except share and per share amount). RSUs PRSUs Number of Weighted Average Number of Weighted Average Issued and unvested shares balances as of January 2, 2022 535,449 $ 23.38 — $ — Granted 4,513,171 13.63 1,500,845 13.41 Vested (358,747) 15.61 — — Forfeited (256,804) 16.26 — — Issued and unvested shares outstanding as of October 2, 2022 4,433,069 $ 14.50 1,500,845 $ 13.41 |
Related Party
Related Party | 9 Months Ended |
Oct. 02, 2022 | |
Related Party Transactions [Abstract] | |
Related Party | Related Party Founder Shares On September 24, 2020, RSVAC issued an aggregate of 5,750,000 shares of common stock (the “Founder Shares”) to the Sponsor, Rodgers Capital LLC, for an aggregate purchase price of $25,000 in cash. The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Company’s common stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. On September 8, 2021, the Sponsor made an in-kind distribution of a portion of its Founder Shares to certain members of Rodgers Capital LLC. Related Party Loans On May 24, 2021, the Company issued to a member of the board of directors a secured promissory note (the “Secured Promissory Note”) with an aggregate principal balance of $15.0 million and an interest at a rate of 7.5% per annum, payable monthly and on the maturity date. On July 14, 2021, the Company repaid all amounts outstanding under the Secured Promissory Note, which totaled $15.2 million in principal and interest. In the connection with the note repayment, the Company incurred $0.1 million of loss on early debt extinguishment related to the write-off of unamortized debt issuance costs in the third quarter of 2021. The Company paid $0.2 million of interest for the fiscal year ended January 2, 2022. As of October 2, 2022 and January 2, 2022, the Company had no outstanding debt. Employment Relationship The Company employs two family members of the Company’s Chief Executive Officer, who perform engineering work in the Fremont facility. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 02, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | The accompanying condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”).The Condensed Consolidated Balance Sheet as of October 2, 2022, the Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Changes in Shareholders’ equity for the quarters and fiscal years-to-date ended October 2, 2022 and October 3, 2021, and the Condensed Consolidated Statements of Cash Flows for the fiscal years-to-date ended October 2, 2022 and October 3, 2021 are unaudited. These accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring items, considered necessary to present fairly the Company’s financial condition, results of operations, stockholders’ equity and cash flows for the periods presented above. The results of operations for the quarter and fiscal year-to-date ended October 2, 2022 are not necessarily indicative of the operating results for the full year, and therefore should not be relied upon as an indicator of future results. The Condensed Consolidated Balance Sheet as of January 2, 2022 included herein was derived from the audited consolidated financial statements as of that date and the accompanying consolidated financial statements and related notes are included in the Annual Report. |
Consolidation | The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and the Business Combination from the Closing Date. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the condensed consolidated financial statements and accompanying notes during the reporting periods. Estimates and assumptions include but are not limited to: depreciable lives for property and equipment, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation, incremental borrowing rate for operating right-of-use assets and lease liabilities, and estimates to fair value convertible preferred stock warrants and common stock warrants. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that it believes to be reasonable under the circumstances. In the preparation of our condensed consolidated financial statements, the Company has considered potential impacts of the COVID-19 pandemic on its critical and significant accounting estimates. There was no significant impact to its condensed consolidated financial statements. The Company will continue to evaluate the nature and extent of the potential impacts to its business and its condensed consolidated financial statements. |
Revenue Recognition | Revenue Recognition In June 2022, the Company has begun to generate revenue from its planned principal business activities. The Company recognizes revenue within the scope of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The following five steps are applied to achieve that core principle: 1. Identify the contract with the customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; and 5. Recognize revenue when the company satisfies a performance obligation. The Company’s revenue consists of product revenue, resulting from the sale of silicon-anode lithium-ion batteries as well as battery pack products (“Product Revenue”), and service revenue, resulting from payments received from its customers based on executed engineering revenue contracts for the development of silicon-anode lithium-ion battery technology (“Service Revenue”). Service Revenue For more details on revenue recognition on Service Revenue, please refer to Note 2 “Summary of Significant Accounting Policies” to the consolidated financial statements for the fiscal year ended January 2, 2022 included in the Annual Report. Product Revenue Product Revenue is recognized once the Company has satisfied the performance obligations and the customer obtains control of the goods at a point in time under the revenue recognition criteria. P roduct Revenue is recognized in an amount that reflects the consideration for the corresponding performance obligations for the silicon-anode lithium-ion batteries or battery pack products transferred. |
Product Warranties | Product WarrantiesThe Company provides product warranties, which cover certain repair or replacement under the revenue contracts and they generally range from one |
Trade Accounts Receivable and Allowance for Credit Losses | Trade Accounts Receivable and Allowance for Credit LossesThe Company’s accounts receivables are recorded at invoiced amounts less allowance for any credit losses. According to ASU 2016-13, the Company recognizes credit losses based on a forward-looking current expected credit losses (“CECL”). The Company makes estimates of expected credit losses based upon its assessment of various factors, including the age of accounts receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The allowance for credit losses are recognized in the Condensed Consolidated Statement of Operations. The uncollectible accounts receivables are written off in the period in which a determination is made that all commercially reasonable means of recovering them have been exhausted. |
Credit Losses | Credit LossesThe Company is exposed to credit losses primarily through its available-for-sale investments. The Company invests excess cash in marketable securities with high credit ratings that are classified in Level 1 and Level 2 of the fair value hierarchy. The Company’s investment portfolio at any point in time contains investments in U.S. treasury and U.S. government agency securities, taxable and tax-exempt municipal notes, corporate notes and bonds, commercial paper, non-U.S. government agency securities and money market funds, and are classified as available-for-sale. The Company assesses whether its available-for sale investments are impaired at each reporting period. Unrealized losses or impairments resulting from the fair value of the available-for-sale debt security being below the amortized cost basis are evaluated for identification of credit losses and non-credit related losses. Any credit losses are charged to earnings against the allowance for credit losses of the debt security, limited to the difference between the fair value and the amortized cost basis of the debt security. Any difference between the fair value of the debt security and the amortized cost basis, less the allowance for credit losses, are reported in other comprehensive income (loss). Expected cash inflows due to improvements in credit are recognized through a reversal of the allowance for credit losses subject to the total allowance previously recognized. The Company’s expected loss allowance methodology for the debt securities is developed by reviewing the extent of the unrealized loss, the size, term, geographical location, and industry of the issuer, the issuers’ credit ratings and any changes in those ratings, as well as reviewing current and future economic market conditions and the issuers’ current status and financial condition. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value on a first-in and first-out basis. Inventory costs include direct materials, direct labor, and normal manufacturing overhead. The cost basis of the Company’s inventory is reduced for any products that are considered excessive or obsolete based upon assumptions about future demand and market conditions. Additionally, the cost basis of the Company’s inventory does not include any unallocated fixed overhead costs associated with abnormally low utilization of its factories. |
Property and Equipment | Property and Equipment Property and equipment are stated at the Company’s original cost, net of accumulated depreciation. Construction in process is related to the construction or development of property and equipment that have not yet been placed in service for their intended use. In the second quarter of 2022, the Company placed its leasehold improvement and machinery and equipment into service for the Company's first production line and updated the estimated useful lives for its property and equipment. As of October 2, 2022, the Company’s second production line was not yet placed into service as it remains under construction. Costs for capital assets not yet placed into service are capitalized as construction in process on the Condensed Consolidated Balance Sheets and will be depreciated once placed into service. Property and equipment are depreciated or amortized using the straight-line method over the estimated useful lives of the following assets below. Estimated Useful Life (in Years) Machinery and equipment 2 - 10 Office equipment and software 3 - 5 Furniture and fixtures 3 - 5 Leasehold improvements Shorter of the economic life or the remaining lease term |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Effective January 3, 2022, the Company adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which changed the impairment model for most financial assets and certain other instruments. The Company adopted ASU 2016-13 using a modified retrospective transition method, which required a cumulative-effect adjustment to the opening balance of retained earnings to be recognized on the date of adoption with prior periods not restated. The adoption of this ASU 2016-13 did not have a material impact on its condensed consolidated financial statements. See “Credit Losses” above for a description of the Company’s credit losses accounting policy. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Accounting Policies [Abstract] | |
Summary of Property and Equipment Are Depreciated or Amortized Using the Straight-line Method Over the Estimated Useful Lives | Property and equipment are depreciated or amortized using the straight-line method over the estimated useful lives of the following assets below. Estimated Useful Life (in Years) Machinery and equipment 2 - 10 Office equipment and software 3 - 5 Furniture and fixtures 3 - 5 Leasehold improvements Shorter of the economic life or the remaining lease term October 2, January 2, Machinery and equipment $ 47,884 $ 6,636 Office equipment and software 1,236 918 Furniture and fixtures 721 639 Leasehold improvements 23,297 1,878 Construction in process 39,832 71,133 Total property and equipment 112,970 81,204 Less: accumulated depreciation (8,979) (4,591) Property and equipment, net $ 103,991 $ 76,613 The following table summarizes the depreciation and amortization expenses related to property and equipment, which are recorded within cost of revenue, research and development expense and selling, general and administrative expense in the Condensed Consolidated Statements of Operations (in thousands). Quarters Ended Fiscal Years-to-Date Ended October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021 Depreciation expense $ 2,857 $ 299 $ 4,388 $ 674 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table details the fair value measurements of assets and liabilities that were measured at fair value on a recurring basis based on the following three-tiered fair value hierarchy per ASC 820, Fair Value Measurement , as of October 2, 2022 and January 2, 2022 (in thousands). Fair Value Measurement using Level 1 Level 2 Level 3 Total As of October 2, 2022 Assets: Money Market Funds $ 344,106 $ — $ — $ 344,106 Liabilities: Private Placement Warrants $ — $ — $ 80,220 $ 80,220 As of January 2, 2022 Liabilities: Private Placement Warrants $ — $ — $ 124,260 $ 124,260 |
Schedule of Changes in Fair Value for Level 3 | The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows (in thousands): Private Placement Warrants Fair value as of January 2, 2022 $ 124,260 Change in fair value (44,040) Fair value as of October 2, 2022 $ 80,220 Private Placement Warrants Convertible Fair value as of December 31, 2020 $ — $ 15,995 Acquired from the Business Combination 72,900 — Settlements — (20,776) Change in fair value (8,460) 4,781 Fair value as of October 3, 2021 $ 64,440 $ — |
Schedule of Key Assumptions for Determining Fair Value of Convertible Preferred Stock Warrants and Common Stock Warrants | The following table summarizes the key assumptions used for determining the fair value of convertible preferred stock warrants and common stock warrants. Private Placement Warrants Outstanding as of October 2, 2022 Private Placement Warrants Outstanding as of January 2, 2022 Convertible Expected term (in years) 3.8 4.5 2.5 - 4.1 Expected volatility 90.0% 77.5% 75.0% Risk-free interest rate 4.2% 1.2% 0.2% - 0.4% Expected dividend rate 0.0% 0.0% 0.0% |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment and Depreciation Expense | Property and equipment are depreciated or amortized using the straight-line method over the estimated useful lives of the following assets below. Estimated Useful Life (in Years) Machinery and equipment 2 - 10 Office equipment and software 3 - 5 Furniture and fixtures 3 - 5 Leasehold improvements Shorter of the economic life or the remaining lease term October 2, January 2, Machinery and equipment $ 47,884 $ 6,636 Office equipment and software 1,236 918 Furniture and fixtures 721 639 Leasehold improvements 23,297 1,878 Construction in process 39,832 71,133 Total property and equipment 112,970 81,204 Less: accumulated depreciation (8,979) (4,591) Property and equipment, net $ 103,991 $ 76,613 The following table summarizes the depreciation and amortization expenses related to property and equipment, which are recorded within cost of revenue, research and development expense and selling, general and administrative expense in the Condensed Consolidated Statements of Operations (in thousands). Quarters Ended Fiscal Years-to-Date Ended October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021 Depreciation expense $ 2,857 $ 299 $ 4,388 $ 674 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Inventory Disclosure [Abstract] | |
Components of Inventory | Inventory consists of the following components (in thousands). October 2, Raw materials $ 331 Work-in-process 23 Finished goods 98 Total inventory $ 452 |
Lease (Tables)
Lease (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Leases [Abstract] | |
Summary of Lease Cost and Supplemental Lease and Cash Flow Information | The components of lease costs were as follows (in thousands): Quarters Ended Fiscal Years-to-Date Ended October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021 Operating lease cost $ 453 $ 531 $ 1,292 $ 1,273 Supplemental lease information: As of Operating leases October 2, 2022 January 2, 2022 Weighted-average remaining lease term 7.9 years 8.7 years Weighted-average discount rate 6.8% 6.8% Supplemental cash flow information related to leases are as follows (in thousands): Fiscal Years-to-Date Ended October 2, 2022 October 3, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,022 $ 1,084 Lease liabilities arising from obtaining ROU assets: Operating leases $ — $ 8,763 |
Schedule of Maturity of Lease Liabilities | The following is a schedule of maturities of lease liabilities as of October 2, 2022 (in thousands). Operating lease 2022 (remaining three months) $ 343 2023 1,406 2024 1,449 2025 1,492 2026 1,491 Thereafter 5,774 Total 11,955 Less: imputed interest (2,907) Present value of lease liabilities $ 9,048 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Dilute Net EPS | The following table sets forth the computation of the Company’s basic and diluted net EPS of common stock for the periods presented below (in thousands, except share and per share amount): Quarters Ended Fiscal Years-to-Date Ended October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021 Numerator: Net loss attributable to common stockholders - basic $ (82,013) $ (10,838) $ (40,441) $ (41,306) Increase in fair value of Private Placement Warrants — (8,460) (44,040) (8,460) Net loss attributable to common stockholders - diluted $ (82,013) $ (19,298) $ (84,481) $ (49,766) Denominator: Weighted-average shares outstanding used in computing net loss per share of common stock, basic 153,332,007 133,492,216 152,497,010 109,317,614 Dilutive effect of Private Placement Warrants — 1,559,912 1,276,261 536,926 Weighted-average shares outstanding used in computing net loss per share of common stock, diluted 153,332,007 135,052,128 153,773,271 109,854,540 Net loss per share of common stock: Basic $ (0.53) $ (0.08) $ (0.27) $ (0.38) Diluted $ (0.53) $ (0.14) $ (0.55) $ (0.45) |
Schedule of Anti-Dilutive Securities Excluded From Computation of Diluted Loss Per Share | As the Company reported net loss for the periods presented above, these potentially dilutive securities were anti-dilutive and are excluded in the computation of diluted net loss per share. The following table discloses shares of the securities that were not included in the diluted EPS calculation above because they are anti-dilutive for the periods presented above. Quarters Ended Fiscal Years-to-Date Ended October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021 Stock options outstanding 5,083,643 5,852,759 5,083,643 5,852,759 Restricted stock units and performance restricted stock units outstanding 5,933,914 117,611 5,933,914 117,611 Private Placement Warrants outstanding 6,000,000 — — — Public Warrants outstanding — 11,500,000 — 11,500,000 Employee stock purchase plan estimated shares 380,847 — 380,847 — |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Total Stock-based Compensation Expense, by Operating Expense Category | The following table summarizes the total stock-based compensation expense, by operating expense category, recognized in the Condensed Consolidated Statements of Operations for the periods presented below (in thousands). Quarters Ended Fiscal Years-to-Date Ended October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021 Cost of revenue $ 1,067 $ — $ 1,317 $ 274 Research and development 3,372 1,290 9,705 4,197 Selling, general and administrative 4,260 1,752 11,095 2,246 Total stock-based compensation expense $ 8,699 $ 3,042 $ 22,117 $ 6,717 |
Summary of Stock Option Activity | The following table summarized stock option activities for the fiscal year-to-date ended October 2, 2022 (in thousands, except share and per share amount). Number of Weighted Weighted Aggregate Intrinsic Value (1) (2) Balances as of January 3, 2021 5,753,005 $ 8.88 Granted 46,190 13.82 Exercised (343,124) 5.98 $ 4,077 Forfeited (372,428) 9.43 Balances as of October 2, 2022 5,083,643 $ 9.08 8.5 $ 47,348 (1) The intrinsic value of options exercised is based upon the value of the Company’s stock at exercise. (2) The aggregate intrinsic value of the stock options outstanding as of October 2, 2022 represents the value of the Company’s closing stock price at $18.34 on October 2, 2022 in excess of the exercise price multiplied by the number of options outstanding. |
RSUs and PRSUs Activity | The following table summarized RSUs and PRSUs activities for the fiscal year-to-date ended October 2, 2022 (in thousands, except share and per share amount). RSUs PRSUs Number of Weighted Average Number of Weighted Average Issued and unvested shares balances as of January 2, 2022 535,449 $ 23.38 — $ — Granted 4,513,171 13.63 1,500,845 13.41 Vested (358,747) 15.61 — — Forfeited (256,804) 16.26 — — Issued and unvested shares outstanding as of October 2, 2022 4,433,069 $ 14.50 1,500,845 $ 13.41 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jan. 19, 2022 | Jan. 07, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | Jan. 02, 2022 | |
Class of Warrant or Right [Line Items] | |||||||||
Working capital | $ 338,000 | $ 338,000 | |||||||
Accumulated deficit | (373,593) | (373,593) | $ (333,152) | ||||||
Proceeds from business acquisition | $ 373,700 | ||||||||
Proceeds from exercise of common stock warrants, net | 52,828 | $ 0 | |||||||
Revenue | 8 | $ 0 | 5,109 | $ 0 | |||||
Deferred revenue | 4,300 | 4,300 | 7,900 | ||||||
Deferred contract cost | $ 1,500 | 1,500 | $ 4,600 | ||||||
Customer A | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Revenue | $ 5,000 | ||||||||
Minimum | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Term of product warranties | 1 year | ||||||||
Maximum | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Term of product warranties | 3 years | ||||||||
Service | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Revenue | $ 5,100 | ||||||||
Common Stock Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Proceeds from exercise of common stock warrants, net | $ 77,200 | ||||||||
Public Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Proceeds from exercise of common stock warrants, net | $ 52,800 | $ 47,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Useful Lives (Details) | 9 Months Ended |
Oct. 02, 2022 | |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in Years) | 2 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in Years) | 10 years |
Office equipment and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in Years) | 3 years |
Office equipment and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in Years) | 5 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in Years) | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in Years) | 5 years |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Oct. 02, 2022 | Jan. 02, 2022 |
Money Market Funds | ||
Assets: | ||
Money Market Funds | $ 344,106 | |
Private Placement Warrants | ||
Liabilities: | ||
Warrant liability | 80,220 | $ 124,260 |
Level 1 | Money Market Funds | ||
Assets: | ||
Money Market Funds | 344,106 | |
Level 1 | Private Placement Warrants | ||
Liabilities: | ||
Warrant liability | 0 | 0 |
Level 2 | Money Market Funds | ||
Assets: | ||
Money Market Funds | 0 | |
Level 2 | Private Placement Warrants | ||
Liabilities: | ||
Warrant liability | 0 | 0 |
Level 3 | Money Market Funds | ||
Assets: | ||
Money Market Funds | 0 | |
Level 3 | Private Placement Warrants | ||
Liabilities: | ||
Warrant liability | $ 80,220 | $ 124,260 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - Private Placement Warrants - $ / shares | Oct. 02, 2022 | Dec. 05, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants outstanding (in shares) | 6,000,000 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Level 3 | Fair Value, Nonrecurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants outstanding (in shares) | 6,000,000 | |
Fair value of warrant per share (in dollars per share) | $ 13.37 | |
Exercise price of warrants (in dollars per share) | $ 11.50 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Changes in Fair Value for Level 3 (Details) - Level 3 - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 02, 2022 | Oct. 03, 2021 | |
Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Warrant liabilities at beginning of period | $ 124,260 | $ 0 |
Acquired from the Business Combination | 72,900 | |
Settlements | 0 | |
Change in fair value | (44,040) | (8,460) |
Warrant liabilities at end of period | $ 80,220 | 64,440 |
Convertible Preferred Stock Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Warrant liabilities at beginning of period | 15,995 | |
Acquired from the Business Combination | 0 | |
Settlements | (20,776) | |
Change in fair value | 4,781 | |
Warrant liabilities at end of period | $ 0 |
Fair Value Measurement - Sche_3
Fair Value Measurement - Schedule of Key Assumptions for Determining Fair Value of Convertible Preferred Stock Warrants and Common Stock Warrants (Details) | Oct. 02, 2022 | Jan. 02, 2022 | Feb. 22, 2021 |
Expected term (in years) | Private Placement Warrants outstanding | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Public warrants expiration term | 3 years 9 months 18 days | 4 years 6 months | |
Expected term (in years) | Convertible Preferred Stock Warrants Exercised | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Public warrants expiration term | 2 years 6 months | ||
Expected term (in years) | Convertible Preferred Stock Warrants Exercised | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Public warrants expiration term | 4 years 1 month 6 days | ||
Expected volatility | Private Placement Warrants outstanding | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrants, measurement input | 0.900 | 0.775 | |
Expected volatility | Convertible Preferred Stock Warrants Exercised | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrants, measurement input | 0.750 | ||
Risk-free interest rate | Private Placement Warrants outstanding | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrants, measurement input | 0.042 | 0.012 | |
Risk-free interest rate | Convertible Preferred Stock Warrants Exercised | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrants, measurement input | 0.002 | ||
Risk-free interest rate | Convertible Preferred Stock Warrants Exercised | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrants, measurement input | 0.004 | ||
Expected dividend rate | Private Placement Warrants outstanding | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrants, measurement input | 0 | 0 | |
Expected dividend rate | Convertible Preferred Stock Warrants Exercised | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrants, measurement input | 0 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Oct. 02, 2022 | Jan. 02, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 112,970 | $ 81,204 |
Less: accumulated depreciation | (8,979) | (4,591) |
Property and equipment, net | 103,991 | 76,613 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 47,884 | 6,636 |
Office equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,236 | 918 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 721 | 639 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 23,297 | 1,878 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 39,832 | $ 71,133 |
Property and Equipment - Summ_2
Property and Equipment - Summary of Depreciation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 2,857 | $ 299 | $ 4,388 | $ 674 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Oct. 02, 2022 | Jan. 02, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 331 | |
Work-in-process | 23 | |
Finished goods | 98 | |
Total inventory | $ 452 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) | Mar. 31, 2021 |
Leases [Abstract] | |
Option to extend, term | 5 years |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Leases [Abstract] | ||||
Operating lease cost | $ 453 | $ 531 | $ 1,292 | $ 1,273 |
Leases - Supplemental Lease Inf
Leases - Supplemental Lease Information (Details) | Oct. 02, 2022 | Oct. 03, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term | 7 years 10 months 24 days | 8 years 8 months 12 days |
Weighted average discount rate (in percent) | 6.80% | 6.80% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related To Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 02, 2022 | Oct. 03, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 1,022 | $ 1,084 |
Lease liabilities arising from obtaining ROU assets: | ||
Operating leases | $ 0 | $ 8,763 |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Lease Liabilities (Details) $ in Thousands | Oct. 02, 2022 USD ($) |
Operating lease | |
2022 (remaining three months) | $ 343 |
2023 | 1,406 |
2024 | 1,449 |
2025 | 1,492 |
2026 | 1,491 |
Thereafter | 5,774 |
Total lease payments | 11,955 |
Less: imputed interest | (2,907) |
Present value of lease liabilities | $ 9,048 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jan. 21, 2022 plaintiff | Oct. 02, 2022 USD ($) | Jan. 02, 2022 USD ($) |
Loss Contingencies [Line Items] | |||
Purchase commitments | $ | $ 21.2 | $ 17.4 | |
Sopheak Prak & Ricardo Pimentel v Enovix | |||
Loss Contingencies [Line Items] | |||
Number of plaintiffs | plaintiff | 2 |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |||||||
Jan. 19, 2022 | Jan. 07, 2022 | Feb. 22, 2021 | Dec. 31, 2021 | Jul. 31, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | Jan. 02, 2022 | Dec. 05, 2021 | |
Class of Warrant or Right [Line Items] | |||||||||
Proceeds from exercise of common stock warrants, net | $ 52,828 | $ 0 | |||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||||||
Legacy Enovix Series D Convertible Preferred Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exercise price of warrants (in dollars per share) | $ 0.01 | ||||||||
Warrants outstanding (in shares) | 10,160,936 | ||||||||
Proceeds from exercise of common stock warrants, net | $ 100 | ||||||||
Common Stock Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants outstanding (in shares) | 17,500,000 | ||||||||
Proceeds from exercise of common stock warrants, net | $ 77,200 | ||||||||
Public Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants outstanding (in shares) | 11,500,000 | 0 | 4,322,106 | ||||||
Proceeds from exercise of common stock warrants, net | $ 52,800 | $ 47,500 | |||||||
Outstanding public warrant redemption price (in dollars per share) | $ 0.01 | ||||||||
Issuance of common stock upon exercise of common stock warrants (in shares) | 4,126,466 | ||||||||
Warrants unexercised (in shares) | 195,640 | ||||||||
Other receivables | $ 5,300 | ||||||||
Private Placement Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||||||||
Warrants outstanding (in shares) | 6,000,000 | ||||||||
Class of warrant or right issued (in shares) | 6,000,000 | ||||||||
Each whole private placement warrant became exercisable for Number of whole shares (in shares) | 1 |
Net Loss per Share - Reconcilia
Net Loss per Share - Reconciliation of Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Numerator: | ||||
Net loss attributable to common stockholders - basic | $ (82,013) | $ (10,838) | $ (40,441) | $ (41,306) |
Increase in fair value of Private Placement Warrants | 0 | (8,460) | (44,040) | (8,460) |
Net loss attributable to common stockholders - diluted | $ (82,013) | $ (19,298) | $ (84,481) | $ (49,766) |
Denominator: | ||||
Weighted-average shares outstanding used in computing net income (loss) per share of common stock, basic (in shares) | 153,332,007 | 133,492,216 | 152,497,010 | 109,317,614 |
Dilutive effect of Private Placement Warrants (in shares) | 0 | 1,559,912 | 1,276,261 | 536,926 |
Weighted-average shares outstanding used in computing net loss per share of common stock, diluted (in shares) | 153,332,007 | 135,052,128 | 153,773,271 | 109,854,540 |
Net loss per share of common stock: | ||||
Basic (in dollars per share) | $ (0.53) | $ (0.08) | $ (0.27) | $ (0.38) |
Diluted (in dollars per share) | $ (0.53) | $ (0.14) | $ (0.55) | $ (0.45) |
Net Loss per Share - Summary Of
Net Loss per Share - Summary Of Potentially Dilutive Securities Excluded From Computation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Stock options outstanding | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Anti-dilutive securities (in shares) | 5,083,643 | 5,852,759 | 5,083,643 | 5,852,759 |
Restricted stock units and performance restricted stock units outstanding | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Anti-dilutive securities (in shares) | 5,933,914 | 117,611 | 5,933,914 | 117,611 |
Private Placement Warrants outstanding | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Anti-dilutive securities (in shares) | 6,000,000 | 0 | 0 | 0 |
Public Warrants outstanding | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Anti-dilutive securities (in shares) | 0 | 11,500,000 | 0 | 11,500,000 |
Employee stock purchase plan estimated shares | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Anti-dilutive securities (in shares) | 380,847 | 0 | 380,847 | 0 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Total Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 8,699 | $ 3,042 | $ 22,117 | $ 6,717 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,067 | 0 | 1,317 | 274 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 3,372 | 1,290 | 9,705 | 4,197 |
Selling, general and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 4,260 | $ 1,752 | $ 11,095 | $ 2,246 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation capitalized | $ 1,200,000 | |||
Unrecognized tax benefit | $ 0 | $ 0 | 0 | $ 0 |
Unrecognized stock-based compensation expenses related to nonvested equity awards | 93,600,000 | $ 93,600,000 | ||
Weighted average period of recognition for unrecognized stock-based compensation related to nonvested equity awards | 3 years 7 months 6 days | |||
Equity Awards | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Accrued bonuses to be settled in equity awards | 1,400,000 | $ 1,400,000 | ||
Employee stock purchase plan estimated shares | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Unrecognized stock-based compensation expenses related to nonvested equity awards | 1,400,000 | $ 1,400,000 | ||
Weighted average period of recognition for unrecognized stock-based compensation related to nonvested equity awards | 1 year 1 month 6 days | |||
Stock options | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Shares remained subject to right of repurchase (in shares) | 3,342,128 | |||
Early exercised liability | $ 200,000 | $ 200,000 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended |
Oct. 02, 2022 | |
Number of Options Outstanding | |
Beginning balance (in shares) | 5,753,005 |
Granted (in shares) | 46,190 |
Exercised (in shares) | (343,124) |
Forfeited (in shares) | (372,428) |
Ending balance (in shares) | 5,083,643 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ 8.88 |
Granted (in dollars per share) | 13.82 |
Exercised (in dollars per share) | 5.98 |
Forfeited (in dollars per share) | 9.43 |
Ending balance (in dollars per share) | $ 9.08 |
Weighted Average Remaining Contractual Life (Years) | |
Outstanding balance | 8 years 6 months |
Aggregate Intrinsic Value | |
Exercised | $ 4,077 |
Outstanding, balance | $ 47,348 |
Share price (in dollars per share) | $ 18.34 |
Stock-based Compensation - RSUs
Stock-based Compensation - RSUs and PRSUs Activity (Details) | 9 Months Ended |
Oct. 02, 2022 $ / shares shares | |
RSUs | |
Number of Shares Outstanding | |
Issued and unvested shares beginning balances (in shares) | shares | 535,449 |
Granted (in shares) | shares | 4,513,171 |
Vested (in shares) | shares | (358,747) |
Forfeited (in shares) | shares | (256,804) |
Issued and unvested shares outstanding ending balance (in shares) | shares | 4,433,069 |
Weighted Average Grant Date Fair Value | |
Issued and unvested shares beginning balances (in dollars per share) | $ / shares | $ 23.38 |
Granted (in dollars per share) | $ / shares | 13.63 |
Vested (in dollars per share) | $ / shares | 15.61 |
Forfeited (in dollars per share) | $ / shares | 16.26 |
Issued and unvested shares outstanding ending balance (in dollars per share) | $ / shares | $ 14.50 |
PRSUs | |
Number of Shares Outstanding | |
Issued and unvested shares beginning balances (in shares) | shares | 0 |
Granted (in shares) | shares | 1,500,845 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Issued and unvested shares outstanding ending balance (in shares) | shares | 1,500,845 |
Weighted Average Grant Date Fair Value | |
Issued and unvested shares beginning balances (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 13.41 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Issued and unvested shares outstanding ending balance (in dollars per share) | $ / shares | $ 13.41 |
Related Party (Details)
Related Party (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jul. 14, 2021 USD ($) | Sep. 24, 2020 USD ($) day $ / shares shares | Mar. 31, 2021 USD ($) shares | Oct. 02, 2022 USD ($) familyMember | Oct. 03, 2021 USD ($) | Jan. 02, 2022 USD ($) | May 24, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||||
Issuance of common stock upon exercise of stock options | $ 20,877,000 | ||||||
Loss on early debt extinguishment | $ 0 | $ 60,000 | |||||
Debt outstanding | $ 0 | $ 0 | |||||
Chief Executive Officer | |||||||
Related Party Transaction [Line Items] | |||||||
Number of employed family members | familyMember | 2 | ||||||
Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued (in shares) | shares | 2,020,034 | ||||||
Founder Shares | Sponsor, Rodgers Capital LLC | Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued (in shares) | shares | 5,750,000 | ||||||
Issuance of common stock upon exercise of stock options | $ 25,000 | ||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 14 | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | day | 20 | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | day | 30 | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | day | 150 | ||||||
Related Party Loans | Promissory Note | Board of Directors | |||||||
Related Party Transaction [Line Items] | |||||||
Principal balance | $ 15,000,000 | ||||||
Interest rate | 7.50% | ||||||
Repayment of debt | $ 15,200,000 | ||||||
Loss on early debt extinguishment | $ 100,000 | ||||||
Interest expense | $ 200,000 |