| Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Basis of Presentation and Principles of
Consolidation The accompanying condensed consolidated financial
statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”)
and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information.
Accordingly, certain information and footnote disclosures normally included in consolidated financial statements in accordance with U.S.
GAAP have been omitted. In the opinion of management, all adjustments considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2024. All significant intercompany balances and transactions
have been eliminated in consolidation. The condensed consolidated balance sheet at December
31, 2023 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including
notes, required by US GAAP for complete financial statements. The unaudited interim condensed consolidated financial
statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in the Company’s
Annual Report on Form 10-K for its year ended December 31, 2023. Emerging Growth Company Status The Company is an emerging growth company, as
defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised
accounting standards issued subsequent to the enactment of the JOBS Act, until such time as to those standards apply to private companies.
The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different
effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or
(ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated
financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company
effective dates. Use of Estimates Preparation of condensed consolidated financial
statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed
in the condensed consolidated financial statements and the accompanying notes. Actual results could materially differ from these estimates.
On an ongoing basis, the Company evaluates its estimates including those relating to inventory valuation, fair values, income taxes, and
contingent liabilities among others. The Company bases its estimates on assumptions both historical and forward looking that are believed
to be reasonable, the results of which form the basis for making judgements about the carrying values of assets and liabilities. In addition, management monitors the effects of
the global macroeconomic environment, including increasing inflationary pressures; social and political issues; regulatory matters, geopolitical
tensions; and global security issues. The Company is also mindful of inflationary pressures on its cost base and is monitoring the impact
on customer preferences. Concentrations of Credit Risk Financial instruments that potentially subject
the Company to a concentration of credit risk consist primarily of cash and cash equivalents and marketable securities. Bank deposits
are held by accredited financial institutions and these deposits may at times be in excess of federally insured limits. The Company limits
its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high quality.
The Company has not experienced any losses on its deposits of cash or cash equivalents. As of March 31, 2024, the cash balance does not
exceed the FDIC limit. does As of December 31, 2023, the Company held approximately $90,000 in cash and cash equivalents above the FDIC
limit. The Company has not experienced any losses in such accounts. Business Combinations The Company evaluates whether acquired net assets
should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially
all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.
If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired
net assets meet the definition of a business by considering if the set includes an acquired input, process, and the ability to create
outputs. The Company accounts for business combinations
using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred
including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired
and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with
the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred. Any contingent consideration (“Earnout liabilities”)
is measured at fair value at the acquisition date. For contingent consideration that does not meet all the criteria for equity classification,
such contingent consideration is required to be recorded at its initial fair value at the acquisition date, and on each balance sheet
date thereafter. Changes in the estimated fair value of liability-classified contingent consideration are recognized on the condensed
consolidated statements of operations in the period of change. When the initial accounting for a business combination
has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports provisional amounts. Provisional
amounts are adjusted during the measurement period, which does not exceed one year from the acquisition date. These adjustments, or recognition
of additional assets or liabilities, reflect new information obtained about facts and circumstances that existed at the acquisition date
that, if known, would have affected the amounts recognized at that date. Cash and Cash Equivalents The Company considers all highly liquid investments
purchased with original maturities of 90 days or less from the purchase date to be cash equivalents. As of March 31, 2024 and December
31, 2023, there were no Restricted Cash Certain deposits are restricted as to withdrawal
or usage against these deposits. Restricted term deposits are classified as current assets based on the term of the deposit and the expiration
date of the underlying restriction. With respect to the Arosa Loan Agreement (Note
9), the Company deposited $3,000,000 of cash into a restricted escrow account, to be later released upon the satisfaction of certain covenants
as specified. These funds were released from escrow on April 17, 2023. Inventories Inventories consist of finished stock of spectrometer
units built by the Company and recorded at the lower of cost or net realizable value and work -in- progress units measured at cost. The
Company regularly reviews inventory quantities and records a provision for excess and/or obsolete inventory which reduces the cost basis
of the inventory. There was no The following table shows the components of inventory
at March 31, 2024 and December 31, 2023.
March 31, December 31,
2024 2023
Finished goods $ 579,257 $ 291,492
Work in progress 59,806 173,448
Total 639,063 464,940
Lower of cost and market adjustment (475,257 ) (221,492 )
Balance, end of period $ 163,806 $ 243,448 Property and Equipment Property and equipment are recorded at cost and
depreciated using the straight-line basis over the estimated useful lives of the respective asset. Routine maintenance, repairs and replacement
costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When property and equipment
is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain
or loss is recognized in operations. Assets Estimated Lab equipment 3 years Segment Reporting Operating segments are defined as components of
an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making
group, in deciding how to allocate resources in assessing performance. The Company has determined it has one operating segment. The Company’s
chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes
of allocating resources and evaluating financial performance. Fair Value Measurements Fair value is defined as the exit price, or the
amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as
of the measurement date. The authoritative guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the
use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.
Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors
market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances.
The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. The hierarchy is broken down into three levels:
● Level 1: Inputs are quoted
prices in active markets for identical assets or liabilities.
● Level 2: Inputs include quoted
prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that
are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly.
● Level 3: Inputs are unobservable
for the asset or liability. In some circumstances,
the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the
fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant
to the fair value measurement. The Company establishes the fair value of its assets and liabilities using the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes
a fair value hierarchy based on the inputs used to measure fair value. The carrying amounts of certain financial instruments,
such as cash equivalents, marketable securities, accounts payable and accrued liabilities, approximate fair value due to their relatively
short maturities. The fair value of debt instruments for which the Company has not elected fair value accounting is based on the present
value of expected future cash flows and assumptions about the then-current market interest rates as of the reporting period and the creditworthiness
of the Company. All of the Company’s debt is carried on the condensed consolidated balance sheets on a historical cost basis net
of unamortized discounts and premiums because the Company has not elected the fair value option of accounting. The Company’s policy is to record transfers
between levels, if any, as of the beginning of the fiscal year. For the three months ended March 31, 2024 and 2023, no transfers between
levels have been recognized. Warrants The Company reviews the terms of warrants to purchase
its common stock to determine whether warrants should be classified as liabilities or stockholders’ deficit in its condensed consolidated
balance sheets. In order for a warrant to be classified in stockholders’ deficit, the warrant must be (i) indexed to the Company’s
equity and (ii) meet the conditions for equity classification. If a warrant does not meet the conditions for
stockholders’ deficit classification, it is carried on the condensed consolidated balance sheets as a warrant liability measured
at fair value, with subsequent changes in the fair value of the warrant recorded in other non-operating losses (gains) in the condensed
consolidated statements of operations. If a warrant meets both conditions for equity classification, the warrant is initially recorded,
at its relative fair value on the date of issuance, in stockholders’ deficit in the condensed consolidated balance sheets, and the
amount initially recorded is not subsequently remeasured at fair value. Convertible Notes The Company may enter into convertible notes,
some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted
by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. In this case,
the convertible notes represent a financial instrument other than an outstanding share that embodies a conditional obligation that the
issuer must or may settle by issuing a variable number of its equity shares. The Company records the convertible note liability at its
fixed monetary amount by measuring and recording a premium, as applicable, on the convertible notes date with a charge to expense in accordance
with Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). Leases The Company determines
if an arrangement is a lease at inception. For leases where the Company is the lessee, right-of-use (“ROU”) assets represent
the Company’s right to use the underlying asset for the term of the lease and the lease liabilities represent an obligation to make
lease payments arising from the lease. The Company’s lease agreement contains rent escalation provisions, which are considered in
determining the ROU assets and lease liabilities. The Company begins recognizing rent expense when the lessor makes the underlying asset
available for use by the Company. Lease liabilities are recognized at the lease commencement date based on the present value of the future
lease payments over the lease term. Lease renewal periods are considered on a lease-by-lease basis in determining the lease term. The
interest rate the Company uses to determine the present value of future lease payments is the Company’s incremental borrowing rate
because the rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate is a hypothetical
rate for collateralized borrowings in economic environments where the leased asset is located based on credit rating factors. The ROU
asset is determined based on the lease liability initially established and adjusted for any prepaid lease payments and any lease incentives
received. The lease term to calculate the ROU asset and related lease liability includes options to extend or terminate the lease when
it is reasonably certain that the Company will exercise the option. Certain leases contain variable costs, such as common area maintenance,
real estate taxes or other costs. Variable lease costs are expensed as incurred on the condensed consolidated statements of operations. Operating leases are included in the ROU assets and lease liabilities
on the condensed consolidated balance sheets. The Company has no finance leases. Revenue Recognition Product sales The Company generates revenue through the sale
of AireCore ™ The Company evaluated principal versus agent considerations
to determine whether it is appropriate to record third-party logistics provider fees paid as an expense. The Company owns and controls
all the goods before they are transferred to the customer. The Company can, at any time, direct the third-party logistics provider to
return the Company’s inventories to any location specified by the Company. It is the Company’s responsibility to make any
returns made by customers directly to logistic providers and the Company retains the back-end inventory risk. Further, the Company is
subject to credit risk, establishes prices of its products, fulfills the goods to the customer and can limit quantities or stop selling
the goods at any time. Therefore, these third-party logistics provider fees will be recorded within cost of goods sold as they are incurred
and are not recorded as a reduction of revenue. Profit Sharing Agreement The Company entered into an agreement with a customer
pursuant to which the Company will provide training and marketing support to the customer and receive a percentage of revenue received
by the customer when the customer markets spectrometers. The Company evaluated variable considerations to determine if the Company should
estimate a reasonable amount of this revenue to be included in the transaction price. The Company determined that since the customer controls
all aspects of the transactions with their customers including pricing and timing of service, the expected outcome is highly uncertain
and variable revenues cannot be reasonably estimated. Revenue under this agreement will be recognized when the customer makes such confirmation
and receipt of a determined amount of funds is highly certain. Licensing agreement revenue The Company enters into license agreements with
strategic partners to sell and distribute AireCore ™ Share-Based Compensation The Company accounts for share-based compensation
arrangements granted to employees in accordance with ASC 718, Compensation: Stock Compensation (“ASC 718”), by measuring the
grant date fair value of the award and recognizing the resulting expense over the period during which the employee is required to perform
service in exchange for the award. Equity-based compensation expense is only recognized for awards subject to performance conditions if
it is probable that the performance condition will be achieved. The Company accounts for forfeitures when they occur. Research and Development Costs Costs related to preliminary research and development
of internal use software are expensed as incurred as a component of operating expenses. Income Taxes The Company follows the asset and liability method
of accounting for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included
the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and
a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not
aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Fair Value of Financial Instruments The Company applies fair value accounting for
all financial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements
on a recurring basis. The Company uses judgment to select the methods used to make certain assumptions and in performing the fair value
calculations in order to determine (a) the values attributed to each component of a transaction at the time of their issuance; (b) the
fair value measurements for certain instruments that require subsequent measurement at fair value on a recurring basis; and (c) for disclosing
the fair value of financial instruments. These valuation estimates could be significantly different because of the use of judgment and
the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market. Net Income (Loss) Per Share Basic net income (loss) per share is computed
by dividing the net income (loss) by the weighted-average number of shares of common stock of the Company outstanding during the period.
Diluted net income (loss) per share is computed by giving effect to all potential shares of common stock, including restricted stock awards,
restricted stock units, convertible notes, warrants and earnout shares, to the extent dilutive. For the three months ended March 31, 2024
unvested restricted stock awards, restricted stock units, earnout shares and warrants were not included in the calculation of dilutive
net loss per share as their effect will be anti-dilutive. There were no Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07,
“Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which will add required disclosures of significant
expenses for each reportable segment, as well as certain other disclosures to help investors understand how the CODM evaluates segment
expenses and operating results. The new standard will also allow disclosure of multiple measures of segment profitability, if those measures
are used to allocate resources and assess performance. The amendments will be effective for public companies for fiscal years beginning
after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The adoption of this standard is not
expected to have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09,
“Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting
entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors
by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective
for public companies for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating
the impact of this accounting standard update on its condensed consolidated financial statements. | Note 3 - Summary of Significant Accounting
Policies Basis of Presentation and Principles of
Consolidation The accompanying consolidated financial statements
have been prepared in accordance with US GAAP, expressed in U.S. dollars. The accompanying consolidated financial statements reflect all
adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial
position, results of operations, and cash flows for the periods presented in accordance with US GAAP. References to US GAAP issued by
the FASB in these accompanying notes to the consolidated financial statements are to the FASB Accounting Standards Codification. Emerging Growth Company Status The Company is an emerging growth company, as
defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised
accounting standards issued subsequent to the enactment of the JOBS Act, until such time as to those standards apply to private companies.
The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different
effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or
(ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated
financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company
effective dates. Use of Estimates Preparation of consolidated financial statements
in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the
consolidated financial statements and the accompanying notes. Actual results could materially differ from these estimates. On an ongoing
basis, the Company evaluates its estimates including those relating to inventory valuation, fair values, income taxes, and contingent
liabilities among others. The Company bases its estimates on assumptions both historical and forward looking that are believed to be reasonable,
the results of which form the basis for making judgements about the carrying values of assets and liabilities. In addition, management monitors the effects of
the global macroeconomic environment, including increasing inflationary pressures; social and political issues; regulatory matters, geopolitical
tensions; and global security issues. The Company is also mindful of inflationary pressures on its cost base and is monitoring the impact
on customer preferences. Concentrations of Credit Risk Financial instruments that potentially subject
the Company to a concentration of credit risk consist primarily of cash and cash equivalents and marketable securities. Bank deposits
are held by accredited financial institutions and these deposits may at times be in excess of federally insured limits. The Company limits
its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high quality.
The Company has not experienced any losses on its deposits of cash or cash equivalents. As of December 31, 2023, the Company held approximately
$90,000 in cash and cash equivalents above the FDIC limit. The Company has not experienced any losses in such accounts. Business Combinations The Company evaluates whether acquired net assets
should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially
all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.
If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired
net assets meet the definition of a business by considering if the set includes an acquired input, process, and the ability to create
outputs. The Company accounts for business combinations
using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred
including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired
and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with
the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred. Any contingent consideration (“Earnout liabilities”)
is measured at fair value at the acquisition date. For contingent consideration that does not meet all the criteria for equity classification,
such contingent consideration is required to be recorded at its initial fair value at the acquisition date, and on each balance sheet
date thereafter. Changes in the estimated fair value of liability-classified contingent consideration are recognized on the consolidated
statements of operations in the period of change. When the initial accounting for a business combination
has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports provisional amounts. Provisional
amounts are adjusted during the measurement period, which does not exceed one year from the acquisition date. These adjustments, or recognition
of additional assets or liabilities, reflect new information obtained about facts and circumstances that existed at the acquisition date
that, if known, would have affected the amounts recognized at that date. Cash and Cash Equivalents The Company considers all highly liquid investments
purchased with original maturities of 90 days or less from the purchase date to be cash equivalents. As of December 31, 2023 and 2022,
there were no Marketable securities During the year ended December 31, 2023, the Company
held investment securities in mutual funds primarily in U.S. government securities. Since all of the Company’s permitted investments
consist of treasury securities, fair values of its investments are determined by Level 1 inputs utilizing quoted market prices (unadjusted)
in active markets for identical assets. Earnings on these securities are included in interest
income on marketable securities in the consolidated statement of operations and are automatically reinvested. The fair value of these
securities was determined using quoted market prices in active markets for identical assets. As of December 31, 2023 and 2022, there were
no marketable securities. Restricted Cash Certain deposits are restricted as to withdrawal
or usage against these deposits. Restricted term deposits are classified as current assets based on the term of the deposit and the expiration
date of the underlying restriction. With respect to the Arosa Loan Agreement (Note
10), the Company deposited $3,000,000 of cash into a restricted escrow account, to be later released upon the satisfaction of certain
covenants as specified. These funds were released from escrow on April 17, 2023. Inventories Inventories consist of finished stock of spectrometer
units built by the Company and recorded at the lower of cost or net realizable value and work -in- progress units measured at cost. The
Company regularly reviews inventory quantities and records a provision for excess and/or obsolete inventory which reduces the cost basis
of the inventory. There was no The following table shows the components of inventory
at December 31, 2023.
Finished goods $ 291,492
Work in progress 173,448
Total 464,940
Lower of cost and market adjustment (221,492 )
Balance, December 31, 2023 $ 243,448 Property and Equipment Property and equipment is recorded at cost and
depreciated using the straight-line basis over the estimated useful lives of the respective asset. Routine maintenance, repairs and replacement
costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When property and equipment
is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain
or loss is recognized in operations. Assets Estimated Lab equipment 3 years Segment Reporting Operating segments are defined as components of
an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making
group, in deciding how to allocate resources in assessing performance. The Company has determined it has one operating segment. The Company’s
chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes
of allocating resources and evaluating financial performance. Fair Value Measurements Fair value is defined as the exit price, or the
amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as
of the measurement date. The authoritative guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the
use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.
Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors
market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances.
The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. The hierarchy is broken down into three levels:
● Level 1: Inputs are quoted prices in active markets for identical assets or liabilities.
● Level 2: Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices
for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable
for the asset or liability, either directly or indirectly.
● Level 3: Inputs are unobservable for the asset or liability. In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date and establishes a fair value hierarchy
based on the inputs used to measure fair value. The carrying amounts of certain financial instruments,
such as cash equivalents, marketable securities, accounts payable and accrued liabilities, approximate fair value due to their relatively
short maturities. The fair value of debt instruments for which the Company has not elected fair value accounting is based on the present
value of expected future cash flows and assumptions about the then-current market interest rates as of the reporting period and the creditworthiness
of the Company. All of the Company’s debt is carried on the consolidated balance sheet on a historical cost basis net of unamortized
discounts and premiums because the Company has not elected the fair value option of accounting. The Company’s policy is to record transfers
between levels, if any, as of the beginning of the fiscal year. For the years ended December 31, 2023 and 2022 no transfers between levels
have been recognized. Warrants The Company reviews the terms of warrants to purchase
its common stock to determine whether warrants should be classified as liabilities or stockholders’ deficit in its consolidated
balance sheets. In order for a warrant to be classified in stockholders’ deficit, the warrant must be (i) indexed to the Company’s
equity and (ii) meet the conditions for equity classification. If a warrant does not meet the conditions for
stockholders’ deficit classification, it is carried on the consolidated balance sheets as a warrant liability measured at fair value,
with subsequent changes in the fair value of the warrant recorded in other non-operating losses (gains) in the consolidated statements
of operations. If a warrant meets both conditions for equity classification, the warrant is initially recorded, at its relative fair value
on the date of issuance, in stockholders’ deficit in the consolidated balance sheets, and the amount initially recorded is not subsequently
remeasured at fair value. Convertible Notes The Company may enter into convertible notes,
some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted
by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. In this case,
the convertible notes represent a financial instrument other than an outstanding share that embodies a conditional obligation that the
issuer must or may settle by issuing a variable number of its equity shares. The Company records the convertible note liability at its
fixed monetary amount by measuring and recording a premium, as applicable, on the convertible notes date with a charge to expense in accordance
with ASC-480 - Distinguishing Liabilities from Equity. Leases The Company determines if an arrangement is a
lease at inception. For leases where the Company is the lessee, right-of-use (“ROU”) assets represent the Company’s
right to use the underlying asset for the term of the lease and the lease liabilities represent an obligation to make lease payments arising
from the lease. The Company’s lease agreement contains rent escalation provisions, which are considered in determining the ROU assets
and lease liabilities. The Company begins recognizing rent expense when the lessor makes the underlying asset available for use by the
Company. Lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over
the lease term. Lease renewal periods are considered on a lease-by-lease basis in determining the lease term. The interest rate the Company
uses to determine the present value of future lease payments is the Company’s incremental borrowing rate because the rate implicit
in the Company’s leases is not readily determinable. The incremental borrowing rate is a hypothetical rate for collateralized borrowings
in economic environments where the leased asset is located based on credit rating factors. The ROU asset is determined based on the lease
liability initially established and adjusted for any prepaid lease payments and any lease incentives received. The lease term to calculate
the ROU asset and related lease liability includes options to extend or terminate the lease when it is reasonably certain that the Company
will exercise the option. Certain leases contain variable costs, such as common area maintenance, real estate taxes or other costs. Variable
lease costs are expensed as incurred on the consolidated statements of operations. Operating leases are included in the ROU assets
and lease liabilities on the consolidated balance sheets. The Company has no finance leases. Revenue Recognition Product sales The Company generates revenue through the sale
of AireCore ™ The Company evaluated principal versus agent considerations
to determine whether it is appropriate to record third-party logistics provider fees paid as an expense. The Company owns and controls
all the goods before they are transferred to the customer. The Company can, at any time, direct the third-party logistics provider to
return the Company’s inventories to any location specified by the Company. It is the Company’s responsibility to make any
returns made by customers directly to logistic providers and the Company retains the back-end inventory risk. Further, the Company is
subject to credit risk, establishes prices of its products, fulfills the goods to the customer and can limit quantities or stop selling
the goods at any time. Therefore, these third-party logistics provider fees will be recorded within cost of goods sold as they are incurred
and are not recorded as a reduction of revenue. Profit Sharing Agreement The Company entered into an agreement with a customer
pursuant to which the Company will provide training and marketing support to the customer and receive a percentage of revenue received
by the customer when the customer markets spectrometers. The Company evaluated variable considerations to determine if the Company should
estimate a reasonable amount of this revenue to be included in the transaction price. The Company determined that since the customer controls
all aspects of the transactions with their customers including pricing and timing of service, the expected outcome is highly uncertain
and variable revenues cannot be reasonably estimated. Revenue under this agreement will be recognized when the customer makes such confirmation
and receipt of a determined amount of funds is highly certain. Licensing agreement revenue The Company enters into license agreements with
strategic partners to sell and distribute AireCore ™ Share-Based Compensation The Company accounts
for share-based compensation arrangements granted to employees in accordance with ASC 718, “Compensation: Stock Compensation”,
by measuring the grant date fair value of the award and recognizing the resulting expense over the period during which the employee is
required to perform service in exchange for the award. Equity-based compensation expense is only recognized for awards subject to performance
conditions if it is probable that the performance condition will be achieved. The Company accounts for forfeitures when they occur. Research and Development Costs Costs related to preliminary research and development
of internal use software are expensed as incurred as a component of operating expenses. Income Taxes The Company follows the asset and liability method
of accounting for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included
the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and
a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no Fair Value of Financial Instruments The Company applies fair value accounting for
all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring
basis. The Company uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations
in order to determine (a) the values attributed to each component of a transaction at the time of their issuance; (b) the fair value measurements
for certain instruments that require subsequent measurement at fair value on a recurring basis; and (c) for disclosing the fair value
of financial instruments. These valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty
in estimating the fair value of these instruments that are not quoted in an active market. Net Income (Loss) Per Share Basic net income (loss) per share is computed
by dividing the net income (loss) by the weighted-average number of shares of common stock of the Company outstanding during the period.
Diluted net income (loss) per share is computed by giving effect to all potential shares of common stock, including restricted stock awards,
restricted stock units, convertible notes, warrants and earn-out shares, to the extent dilutive. For the year ended December 31, 2023,
unvested restricted stock awards, restricted stock units, and warrants were included in the calculation of dilutive EPS using the treasury
stock method; the convertible notes were included in the calculation of dilutive EPS using the if-converted method; and the earn-out shares
would be included in the calculation of dilutive EPS based on the number of shares, if any, that would be issuable if the end of the reporting
period were the end of the earn-out period. There were no Recent Accounting Pronouncements In September 2022, the FASB issued ASU No. 2022-04,
“Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which is intended
to enhance the transparency surrounding the use of supplier finance programs. The guidance requires companies that use supplier finance
programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed
amount outstanding at the end of the period and associated roll forward information. Only the amount outstanding at the end of the period
must be disclosed in interim periods. The guidance does not affect the recognition, measurement or financial statement presentation of
supplier finance program obligations. The Company adopted the guidance when it became effective on January 1, 2023, except for the roll
forward information, which is effective for fiscal years beginning after December 15, 2023. The Company does not have any supplier finance
programs and accordingly, the adoption did not have a material impact on the Company’s consolidated financial statements, and the
Company does not believe the impact of adopting the roll-forward requirement in this accounting standard update will be material to the
consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08,
“Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (Topic 805). This ASU requires an
acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired
contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it
had originated the acquired contracts. For the Company, the new guidance is effective for fiscal years beginning after December 15, 2023,
including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is also permitted,
including adoption in an interim period. The Company is currently evaluating the impact of this accounting standard update on its consolidated
financial statements. In June 2022, the FASB issued ASU 2022-03, “Fair
Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies
that contractual sale restrictions are not considered in measuring fair value of equity securities and requires additional disclosures
for equity securities subject to contractual sale restrictions. The standard is effective for public companies for fiscal years beginning
after December 15, 2023. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial
statements and related disclosures. In November 2023, the FASB issued ASU 2023-07,
“Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which will add required disclosures of significant
expenses for each reportable segment, as well as certain other disclosures to help investors understand how the CODM evaluates segment
expenses and operating results. The new standard will also allow disclosure of multiple measures of segment profitability, if those measures
are used to allocate resources and assess performance. The amendments will be effective for public companies for fiscal years beginning
after December 15, 2023. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial
statements and related disclosures. In December 2023, the FASB issued ASU 2023-09,
“Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting
entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors
by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective
for public companies for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating
the impact of this accounting standard update on its consolidated financial statements. |
