Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 15, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | CYNGN INC. | ||
Trading Symbol | CYN | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 33,719,592 | ||
Entity Public Float | $ 11,277,345 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001874097 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-40932 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-2007094 | ||
Entity Address, Address Line One | 1015 O’Brien Dr | ||
Entity Address, City or Town | Menlo Park | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94025 | ||
City Area Code | (650) | ||
Local Phone Number | 924-5905 | ||
Title of 12(b) Security | Common Stock, Par Value $0.00001 | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | Marcum LLP | ||
Auditor Location | San Jose, California | ||
Auditor Firm ID | 688 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 10,536,273 | $ 21,945,981 |
Restricted cash | 50,000 | 50,000 |
Short-term investments | 12,064,337 | |
Prepaid expenses and other current assets | 1,126,137 | 525,304 |
Total current assets | 23,776,747 | 22,521,285 |
Property and equipment, net | 884,000 | 102,787 |
Right of use asset, net | 371,189 | |
Intangible assets, net | 473,076 | 30,917 |
Total Assets | 25,505,012 | 22,654,989 |
Current liabilities | ||
Accounts payable | 155,943 | 112,271 |
Accrued expenses and other current liabilities | 854,920 | 295,156 |
Operating lease liability | 376,622 | |
Total current liabilities | 1,387,485 | 407,427 |
Total liabilities | 1,387,485 | 407,427 |
Commitments and contingencies (Note 13) | ||
Stockholders’ Equity | ||
Common stock, Par $0.00001; 100,000,000 shares authorized, 33,684,864 and 26,487,680 shares issued and outstanding as of December 31, 2022 and 2021 | 337 | 265 |
Additional paid-in capital | 159,847,229 | 138,740,827 |
Accumulated deficit | (135,730,039) | (116,493,530) |
Total stockholders’ equity | 24,117,527 | 22,247,562 |
Total Liabilities and Stockholders’ Equity | $ 25,505,012 | $ 22,654,989 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 33,684,864 | 26,487,680 |
Common stock, shares outstanding | 33,684,864 | 26,487,680 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 262,000 | |
Costs and expenses: | ||
Cost of revenue | 186,823 | |
Research and development | 9,481,329 | 4,990,407 |
General and administrative | 9,994,575 | 4,409,651 |
Total costs and expenses | 19,662,727 | 9,400,058 |
Loss from operations | (19,400,727) | (9,400,058) |
Other income, net | ||
Interest income (expense) | 44,100 | (9,580) |
Other income | 120,118 | 7,173 |
Paycheck Protection Program Note forgiveness | 1,602,936 | |
Total other income, net | 164,218 | 1,600,529 |
Net loss | $ (19,236,509) | $ (7,799,529) |
Net loss per share attributable to common stockholders, basic and diluted (in Dollars per share) | $ (0.62) | $ (1.33) |
Weighted-average shares used in computing net loss per share attributable to common shareholders’, basic and diluted (in Shares) | 31,233,071 | 5,861,730 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net loss per share attributable to common stockholders’, basic and diluted | $ (0.62) | $ (1.33) |
Weighted-average shares used in computing net loss per share attributable to common stockholders’, basic and diluted | 31,233,071 | 5,861,730 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) | Convertible Preferred Stock | Common Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 220 | $ 10 | $ 114,291,505 | $ (108,694,001) | $ 5,597,734 |
Balance (in Shares) at Dec. 31, 2020 | 21,982,491 | 951,794 | |||
Exercise of stock options | 14,220 | 14,220 | |||
Exercise of stock options (in Shares) | 53,395 | ||||
Issuance of common stock in connection with initial public offering, net of closing costs of $2,954,110 | $ 35 | 23,125,458 | 23,125,493 | ||
Issuance of common stock in connection with initial public offering, net of closing costs of $2,954,110 (in Shares) | 3,500,000 | ||||
Issuance of warrants | 170,397 | 170,397 | |||
Conversion of convertible preferred stock to common stock in connection with initial public offering | $ (220) | $ 220 | |||
Conversion of convertible preferred stock to common stock in connection with initial public offering (in Shares) | (21,982,491) | 21,982,491 | |||
Stock-based compensation | 1,139,247 | 1,139,247 | |||
Net loss | (7,799,529) | (7,799,529) | |||
Balance at Dec. 31, 2021 | $ 265 | 138,740,827 | (116,493,530) | 22,247,562 | |
Balance (in Shares) at Dec. 31, 2021 | 26,487,680 | ||||
Exercise of stock options | $ 7 | 114,162 | 114,169 | ||
Exercise of stock options (in Shares) | 717,041 | ||||
Issuance of common stock in connection with issued RSUs | |||||
Issuance of common stock in connection with issued RSUs (in Shares) | 28,530 | ||||
Issuance of common stock and pre-funded warrants in connection with the private placement offering, net of offering costs | $ 38 | 11,989,471 | 11,989,509 | ||
Issuance of common stock and pre-funded warrants in connection with the private placement offering, net of offering costs (in Shares) | 3,790,322 | ||||
Issuance of common stock upon exercise of pre-funded warrants | $ 27 | 2,635 | 2,662 | ||
Issuance of common stock upon exercise of pre-funded warrants (in Shares) | 2,661,291 | ||||
Issuance of common warrants at fair value in connection with the private placement | 6,132,436 | 6,132,436 | |||
Stock-based compensation | 2,867,698 | 2,867,698 | |||
Net loss | (19,236,509) | (19,236,509) | |||
Balance at Dec. 31, 2022 | $ 337 | $ 159,847,229 | $ (135,730,039) | $ 24,117,527 | |
Balance (in Shares) at Dec. 31, 2022 | 33,684,864 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (19,236,509) | $ (7,799,529) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 604,871 | 85,855 |
Stock-based compensation | 2,867,698 | 1,139,247 |
Gain on disposal of asset | (31,355) | |
Realized gain on short-term investments | (90,216) | |
Gain on forgiveness of Paycheck Protection Program Notes | (1,602,936) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,425,126) | (476,452) |
Accounts payable | 43,672 | 39,255 |
Accrued expenses and other current liabilities | 936,387 | 3,496 |
Net cash used in operating activities | (16,299,223) | (8,642,419) |
Cash flows from investing activities | ||
Purchase of property and equipment | (918,318) | (62,204) |
Acquisition of intangible assets | (456,822) | |
Purchase of short-term investments | (27,000,000) | |
Proceeds from maturities of short-term investments | 15,025,879 | |
Disposal of assets | 42,189 | |
Net cash used in investing activities | (13,349,261) | (20,015) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock upon initial public offering, net of offering costs | 23,295,890 | |
Proceeds from issuance of common stock from PIPE financing, net of offering costs | 18,121,945 | |
Proceeds from exercise of pre-funded warrants from PIPE financing | 2,662 | |
Proceeds from Paycheck Protection Program notes | 892,115 | |
Proceeds from exercise of stock options | 114,169 | 14,220 |
Net cash provided by financing activities | 18,238,776 | 24,202,225 |
Net (decrease)/increase in cash and cash equivalents and restricted cash | (11,409,708) | 15,539,791 |
Cash and cash equivalents and restricted cash, beginning of year | 21,995,981 | 6,456,190 |
Cash and cash equivalents and restricted cash, end of year | 10,586,273 | 21,995,981 |
Supplemental disclosure of cash flow: | ||
Cash paid during the year for taxes | $ 10,131 | $ 16,719 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | 1. Description of Business CYNGN Inc., together with its subsidiaries (collectively, “Cyngn” or the “Company”), was incorporated in Delaware in 2013. Cyngn Singapore PTE. LTD., a Singaporean limited company organized in 2015 and Cyngn Philippines, Inc., a Philippine corporation incorporated in 2018 are wholly owned subsidiaries. The Company is headquartered in Menlo Park, CA. Cyngn develops autonomous driving software that can be deployed on multiple vehicle types in various environments. The Company has been operating autonomous vehicles in production environments. Built and tested in difficult and diverse real-world environments, the self-driving system (“DriveMod”), fleet management system, and Software Development Kit combine to create a full-stack advanced autonomy solution designed to be modular, extendable, and safe. The Company operates one business segment. Initial Public Offering On October 22, 2021, the Company closed its initial public offering (the “IPO”) of 3,500,000 shares of its authorized common stock at an offering price of $7.50 per share. Simultaneously with the closing of the IPO, the common stock began trading on the Nasdaq Capital Market under the symbol “CYN.” The IPO generated net proceeds of $23.3 million after deducting underwriting discounts, commissions and offering expenses. The Company also granted its underwriters the election to exercise a 45-day over-allotment option to purchase an additional 525,000 shares of common stock at the IPO offering price, less underwriting discounts. Simultaneous with the closing of its IPO, the Company also issued 140,000 warrants (the “Purchase Warrant”) to the underwriters. Each Purchase Warrant entitles its holder the option to purchase at a future exercise date, one share of common stock at an initial exercise price of $9.375 per share, subject to certain adjustments and restrictions relating to subsequent resale and transfers. The Purchase Warrants are currently exercisable and expire on October 18, 2026. The Purchase Warrants met all the criteria for equity classification and as such, do not require subsequent remeasurement after the issuance (see Note 8. Capital Structure). At the completion of the IPO, all shares of the Company’s outstanding redeemable convertible preferred stock automatically converted to shares of common stock (see Note 8. Capital Structure). Immediately after the IPO, the Company filed an amended and restated certificate of incorporation, which became effective on October 22, 2021. The amended and restated certificate of incorporation authorized 110,000,000 shares consisting of 100,000,000 shares of common stock, at a par value of $0.00001, and 10,000,000 shares of preferred stock at a par value of $0.00001. The rights of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that the Company may designate in the future. Private Placement Offering On April 28, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited and institutional investors for a private placement offering (“Private Placement”) of the Company’s common stock (the “Common Stock”) and pre-funded warrants (the “Pre-Funded Warrants”) and warrants exercisable for Common Stock (the “Common Warrants”). Pursuant to the Purchase Agreement, the Company sold (i) 3,790,322 shares of its Common Stock together with Common Warrants to purchase up to 3,790,322 shares of Common Stock, and (ii) 2,661,291 Pre-Funded Warrants with each Pre-Funded Warrant exercisable for one share of Common Stock, together with Common Warrants to purchase up to 2,661,291 shares of Common Stock. The Common Warrants totaled 6,451,613. The Company allocated the proceeds between the Common Stock, Pre-Funded Warrants, and Common Warrants on a relative fair value basis and recorded the amount allocated to the Common Warrants within additional paid-in capital on the accompanying consolidated balance sheet as the Common Warrants met all the criteria for equity classification. As the Common Warrants were equity classified, they do not require subsequent remeasurement after the issuance (see Note 8. Capital Structure). The Pre-Funded Warrants were exercised in full in May 2022 at a nominal exercise price of $0.001. Each share of Common Stock and accompanying Common Warrant were sold together at a combined offering price of $3.10, and each Pre-Funded Warrant and accompanying Common Warrant were sold together at a combined offering price of $3.09. The Common Warrants have an exercise price of $2.98 per share (subject to adjustment as set forth in the warrant), are exercisable upon issuance and will expire five years from the date of issuance. The Common Warrants contain standard adjustments to the exercise price including for stock splits, stock dividend, rights offerings and pro rata distributions. There were Common Warrants exercised as of December 31, 2022 (see Note 8. Capital Structure). The Private Placement closed on April 29, 2022. The Company received gross proceeds of approximately $20 million before deducting transaction related expenses payable by the Company. All qualified legal, accounting, registration and other direct costs related to the Private Placement were offset against the gross proceeds. The Company intends to use the net proceeds to fund its cash needs. Liquidity The Company has incurred losses from operations since inception. The Company incurred net losses of $19.2 million and $7.8 million for the year ended December 31, 2022 and 2021, respectively. Accumulated deficit amounted to $135.7 million and $116.5 million as of December 31, 2022 and 2021, respectively. Net cash used in operating activities was $16.3 million and $8.6 million for the year ended December 31, 2022 and 2021, respectively. The Company’s liquidity is based on its ability to enhance its operating cash flow position, obtain capital financing from equity interest investors and borrow funds to fund its general operations, research and development activities and capital expenditures. The Company’s ability to continue as a going concern is dependent on management’s ability to successfully execute its business plan, which includes increasing revenue while controlling operating costs and expenses, to generate positive operating cash flows and obtaining funds from outside sources of financing to generate positive financing cash flows. As of December 31, 2022, the Company’s unrestricted balance of cash was $10.5 million and the short-term investments balance was $12.1 million. As of December 31, 2021, the Company’s unrestricted balance of cash was $21.9 million. The Company did not hold any short-term investments as of December 31, 2021. Based on cash flow projections from operating and financing activities and the existing balance of cash and short-term investments, management is of the opinion that the Company has sufficient funds for sustainable operations and it will be able to meet its payment obligations from operations and debt related commitments for at least one year from the issuance date of this report on its consolidated financial statements. Based on the above considerations, the Company’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements as of and for the years ended December 31, 2022 and 2021 have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include all normal adjustments necessary for a fair presentation of the Company’s financial position at December 31, 2022 and 2021, and operating results and cash flows for the periods presented. These consolidated financial statements should be read in conjunction with the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” Principles of Consolidation The consolidated financial statements include the accounts of CYNGN Inc. and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated upon consolidation. Foreign Currency Translation The functional and reporting currency for Cyngn is the U.S. dollar. Monetary assets and liabilities denominated in currencies other than U.S. dollar are translated into the U.S. dollar at period end rates, income and expenses are translated at the weighted average exchange rates for the period and equity is translated at the historical exchange rates. Foreign currency translation adjustments and transactional gains and losses are immaterial to the consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. The Company’s significant estimates and judgments include but are not limited to warrants and share-based compensation. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, which is placed with high-credit-quality financial institutions and at times exceeds federally insured limits. Cash maintained with domestic financial institutions generally exceed the Federal Deposit Insurance Corporation insurable limit. To date, the Company has not experienced any losses on its deposits of cash. Cyngn invests in U.S. Treasury securities and carries these at amortized cost and recognizes gains and losses when realized. Concentration of Supplier Risk The Company generally utilizes suppliers for outside development and engineering support. The Company does not believe that there is any significant supplier concentration risk as of December 31, 2022 and 2021. Cash, Restricted Cash and Short-term Investments The Company considers its bank accounts and all highly liquid investments that are both readily convertible to cash with minimal risk of changes in value due to changes in interest rates, to be cash equivalents. As of December 31, 2022 and 2021, the Company had $10.5 million and $21.9 million of cash, respectively. In addition, the Company had $50,000 in restricted cash as of December 31, 2022 and 2021, respectively, reported separately as current assets on its consolidated balance sheets. The Company’s restricted cash consists of cash not available for immediate use that the Company is obligated to maintain in accordance with the terms of its credit card spending arrangement. The following table provides a reconciliation of cash and restricted cash to amounts shown in the consolidated statements of cash flows: December 31, 2022 2021 Cash $ 10,536,273 $ 21,945,981 Restricted cash 50,000 50,000 Total Cash and Restricted cash $ 10,586,273 $ 21,995,981 The Company considers short-term investments to include marketable U.S. government securities that it intends to hold until maturity and redeem within one year. The Company treated its U.S. government treasury bill placements as held-to-maturity securities in accordance with the Financial Accounting Standards Board’s (“FASB’) Accounting Standards Codification Topic (“ASC”) 320, “Investments – Debt and Equity Securities” and recorded these at its amortized cost on the accompanying consolidated balance sheet as of December 31, 2022. Fair Value Measurements The accounting guidance under Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements The Company uses the following fair value hierarchy prescribed by U.S. GAAP, which prioritizes the inputs used to measure fair value as follows: Level 1 Level 2 Level 3 Assets and liabilities are considered to be fair valued on a recurring basis if fair value is measured regularly. However, if the fair value measurement of an instrument does not necessarily result in a change in the amount recorded on the consolidated balance sheets, assets and liabilities are considered to be fair valued on a nonrecurring basis. This typically occurs when accounting guidance requires assets and liabilities to be recorded at the lower of cost or fair value, or on certain nonfinancial assets and liabilities. Nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis include certain long-lived assets, intangible assets, and share-based compensation measured at fair value upon initial recognition. The carrying amounts of the Company’s cash, accounts payable and notes payable are reasonable estimates of their fair values due to their short-term nature. The fair values of the Company’s share-based compensation and underwriter warrants were based on observable inputs and assumptions used in Black-Scholes valuation models derived from independent external valuations. Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Construction work in progress include production costs and costs of materials used in the development of the Company’s autonomous driving software .Assets are held as construction work in progress until placed into service, at which date depreciation commences over the estimated useful lives of the respective assets. Depreciation is recorded on a straight-line basis over each asset’s estimated useful life. Repair and maintenance costs are expensed as incurred. Property and Equipment Useful life Computer and equipment 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of 3 years or lease term Automobile 5 years Leases The Company accounts for leases in accordance with ASC Topic 842 (“ASC 842”), Leases Upon adoption of ASC 842, the Company elected the “package of practical expedients” which allowed it to not reassess: (a) whether expired or existing other contracts are or contain leases, (b) the lease classification for any expired or existing leases, and (c) the treatment of initial direct costs relating to any existing leases as of the adoption date. The package of practical expedients was made as a single election and was applied to the lease renewed in February 2022. Upon adoption of ASC 842, the Company also elected the practical expedient to not separate non-lease components, such as common area maintenance, from associated lease components for its ground and office space leases (see Note 5. Leases). Long-Lived Assets and Finite Lived Intangibles The Company has finite-lived intangible assets consisting of patents and trademarks. These assets are amortized on a straight-line basis over their estimated remaining economic lives. The patents and trademarks are amortized over 15 years. On April 1, 2022, the Company entered into an agreement for exclusive rights to certain hardware and software products and the rights to subsequently sell the software products and accompanying services. The Company paid a purchase price of $100,000 for these rights. The Company evaluated if substantially all of the assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine if the transaction should be accounted for as an asset acquisition. Since the only substantive assets acquired pertained to rights to the intellectual property, the entire purchase price was allocated to intellectual property and accounted for as intangible assets with a useful life of 15 years. In accordance with ASC 805-50, Business Combination The Company reviews its long-lived assets and finite-lived intangibles for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The events and circumstances the Company monitors and considers include significant decreases in the market price of similar assets, significant adverse changes to the extent and manner in which the asset is used, an adverse change in legal factors or business climate, an accumulation of costs that exceed the estimated cost to acquire or develop a similar asset, and continuing losses that exceed forecasted costs. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flow it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. An impairment charge would then be recognized equal to the amount by which the carrying amount exceeds the fair value of the asset. Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of December 31, 2022 and 2021 (see Note 12. Income Taxes). There are no uncertain tax positions that would require recognition in the financial statements. If the Company were to incur an income tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax would be reported as income taxes. Management’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of or changes in tax laws, regulations and interpretations thereof as well as other factors. Convertible Preferred Stock The Company has applied the guidance in ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities Warrants The Company issued to its lead underwriter in the Company’s IPO warrants to purchase up to 140,000 shares of the Company’s common stock. The Company accounts for warrants in accordance with ASC 480, Distinguishing Liabilities from Equity The Company also applied the guidance in ASC 340-10-S99-1, Other Assets and Deferred Costs Stock-based Compensation The Company recognizes the cost of share-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. Cost is recognized on a straight-line basis over the service period, which is generally the vesting period of the award. The Company recognizes stock-based compensation cost and reverses previously recognized costs for unvested awards in the period forfeitures occur. The Company determines the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, and expected dividend yield (see Note 10. Stock-based Compensation Expense ) Net Loss Per Share Attributable to Ordinary Shareholders The Company computes loss per share attributable to common shareholders by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue shares were exercised into shares. In calculating diluted net loss per share, the numerator is adjusted for the change in the fair value of the shares (only if dilutive) and the denominator is increased to include the number of potentially dilutive common shares assumed to be outstanding (see Note 9. Net Loss per Share Attributable to Common Stockholders). Research and Development Expense Research and development expense consist primarily of outsourced engineering services, internal engineering and development expenses, materials, labor and stock-based compensation of Company personnel involved in the development of the Company’s products and services, and allocated lease costs based on the approximate square footage area used in research and development activities. Research and development costs are expensed as incurred. Selling, General, and Administrative Expense Selling, general, and administrative expense consist primarily of personnel costs, facilities expenses, depreciation and amortization, travel, and advertising costs. Commitments The Company recognizes a liability with regard to loss contingencies when it believes it is probable a liability has occurred and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. When no amount within the range is a better estimate than any other amount the Company accrues the minimum amount in the range. There have been no such liabilities recorded by the Company as of December 31, 2022 and 2021. Segment Reporting The Company’s chief operating decision maker, its Chief Executive Officer, manages operations and business as one operating segment for the purposes of allocating resources, makes operating decisions and evaluates financial performance. Revenue Recognition The Company enters into NRE contracts that are principally comprised of engineering services related to customer-specific configuration of the DriveMod. Generally with respect to these NRE contracts, i) the determination of the contract price is based on labor and hardware costs estimated to achieve the required milestones specified in the contract; ii) payment under these arrangements are comprised of upfront payments due upon execution of the agreements as well as payments due upon the achievement of specific milestones specified in each arrangement; and iii) contain mutual termination clauses without penalty. The Company recognizes revenue from NRE contracts that are fully funded by customers and the sale of its products when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services, by following a five-step process which includes i) identify the contract with a customer; ii) identify the performance obligations in the contract; iii) determine the transaction price; iv) allocate the transaction price to performance obligations in the contract and; v) recognize revenue when or as the Company satisfies a performance obligation. Each of the Company’s NRE arrangements are comprised of multi-phase deliverables recognized at a point in time upon completion and acceptance from the customer of each phase of the arrangement. One domestic customer which is a subsidiary of a global conglomerate represented 95.4% of revenue recognized in 2022, associated with an NRE contract. Cost of Revenue Cost of revenue consists primarily of direct labor and related fringe benefits for internal engineering resources costs incurred for the completion of the contracts and hardware costs. Also included in the cost of revenue is a provision for onerous contracts of $ 114. 7 Recent Accounting Standards There were no significant updates to the recently issued accounting standards. Although there are several other new accounting standards issued or proposed by the Financial Accounting Standards Board (“FASB”), the Company does not believe any of those accounting standards have had or will have a material impact on its financial position or operating results. |
Revenue and Contracts with Cust
Revenue and Contracts with Customers | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Contracts with Customers | 3. Revenue and Contracts with Customers Contract Balances Timing differences between revenue recognized, billings, and customer payments result in contract assets and liabilities. Contract assets represent revenue recognized in excess of customer billings. Contract liabilities represent payments received from customers in advance of satisfying performance obligations. The Company had no contract assets or liabilities as of December 31, 2022 and 2021. Deferred Contract Costs The Company defers costs associated with fulfilling its contracts if those costs meet all of the following criteria: (i) the costs relate directly to a contract, (ii) the costs generate or enhance resources of the Company that will be used in satisfying performance obligations in the future, and (iii) the costs are expected to be recovered. The Company had deferred contract costs totaling $0.1 million as of December 31, 2022, (none as of December 31, 2021). Deferred contract costs are included in prepaid and other current assets in the consolidated balance sheets. As of December 31, 2022, the Company had backlog, or revenue related to remaining performance obligations of $1.4M. We expect that all the backlog will be recognized in 2023. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Components Disclosure [Abstract] | |
Balance Sheet Components | 4. Balance Sheet Components Financial Instruments The Company’s short-term investments consisted of U.S. government treasury bills, which are accounted for as held-to-maturity (“HTM”) securities. HTM securities are carried at adjusted cost and, as a result, are not remeasured to fair value on a recurring basis. As of December 31, 2022, the adjusted cost of the Company’s U.S. government treasury bills totaled $12.1 million, which approximated its fair value based on Level 1 inputs. All of the Company’s short-term investments will mature within three months of December 31, 2022. The Company did not hold any investments as of December 31, 2021. Property and Equipment, Net Property and equipment is comprised of the following: December 31, 2022 2021 Automobiles $ 397,816 $ 279,617 Furniture and fixtures 176,402 133,102 Computer and Equipment 380,457 76,048 Leasehold improvement 93,120 — Construction work in progress 359,289 — Property and equipment, gross 1,407,084 488,767 Less: accumulated depreciation (523,084 ) (385,980 ) Total property and equipment, net $ 884,000 $ 102,787 Depreciation expense for the year ended December 31, 2022 and 2021 was $137,105 and $82,389, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities are comprised of the following: December 31, 2022 2021 Credit card payable $ 5,194 $ 11,678 Accrued expenses 283,118 82,478 Accrued payroll 566,608 201,000 Total accrued expenses and other current liabilities $ 854,920 $ 295,156 On March 27, 2020, the United States Congress passed the Coronavirus, Aid, Relief and Economic Security Act (the “CARES Act”) in response to the economic impact of the coronavirus (“COVID-19”) pandemic in the United States (see Note 14. Risks and Uncertainties). Section 2302 of the CARES Act allowed employers to defer the deposit and payment of the employer’s share of social security taxes that were otherwise required to be deposited between March 27 and December 31, 2020, and to pay the deferred taxes in two installments — with the first half due on December 31, 2021, and the remainder by December 31, 2022. As of December 31, 2021, the Company remitted $67,958 in social security taxes due that were deferred between May 1 and December 31, 2020. The remaining $67,958 was paid during 2022. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 5. Leases The Company leases its office space in Menlo Park, California, under a lease agreement which expired in February 2022 and was subsequently renewed and amended for an 18-month term that expires in August 2023. Monthly payments are approximately $47,000. The lease includes non-lease components (i.e. common area maintenance costs) that are paid separately from rent based on actual costs incurred. The Company’s future lease payments under non-cancellable leases as of December 31, 2022 are as follows, which are presented as lease liabilities on the Company’s consolidated balance sheet: Period Operating 2023 $ 382,326 Less: imputed interest (5,704 ) Present value of lease liabilities, all current $ 376,622 Weighted-average remaining lease term (in years) 0.67 Weighted-average discount rate 4.40 % Lease expense under the Company’s operating lease was $517,296 and $236,476 for the years ended December 31, 2022 and 2021, respectively. The amortization of the operating lease right-of-use assets totaled $453,103 and $0 for the years ended December 31, 2022 and 2021, respectively. The weighted-average discount rate is based on the implicit interest rate of the present value of the remaining lease payments and the remaining lease term. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 6. Intangible Assets, Net The gross carrying amount and accumulated amortization of separately identifiable intangible assets are as follows: As of December 31, 2022 Gross Accumulated Net Patents $ 363,821 $ (11,856 ) $ 351,965 Trademark 45,000 (20,000 ) 25,000 Rights to intellectual property 100,000 (3,889 ) 96,111 Total intangible assets $ 508,821 $ (35,745 ) $ 473,076 As of December 31, 2021 Gross Accumulated Net Patent $ 7,000 $ (4,083 ) $ 2,917 Trademark 45,000 (17,000 ) 28,000 Total intangible assets $ 52,000 $ (21,083 ) $ 30,917 Amortization expense for each of the years ended December 31, 2022 and 2021 was $14,662 and $3,466, respectively. Estimated amortization expense for all intangible assets subject to amortization in future years is expected to be: Years ended December 31, Amortization 2023 $ 32,321 2024 32,321 2025 32,321 2026 32,321 Thereafter 337,392 Total $ 473,076 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt [Abstract] | |
Debt | 7. Debt Paycheck Protection Program Notes In April 2020, the Company entered into a Note with JPMorgan Chase (the “Lender”) under the U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) established under Section 1102 of the CARES Act, pursuant to which the Company borrowed $695,078 (the “Note”). The Note accrues interest at a rate of 0.98% per annum and matures in 24 months from the date of the Note. The Note may be repaid at any time with no prepayment penalty. All of the funds received under the PPP had been used for qualified purposes. The Company applied for forgiveness of the Note in accordance with PPP guidelines, and in October, 2021, received approval of the forgiveness application. As of December 31, 2022 and 2021, there was no outstanding balance for the Note. In February 2021, the Company entered into a second Note (the “PPP2 Note”) with the Lender, pursuant to which the Lender agreed to make a loan to the Company under the PPP offered by the SBA in a principal amount of $892,115 pursuant to Title 1 of the CARES Act. The PPP2 Note matures in five years with interest accruing at 0.98% per annum. Proceeds of the PPP2 Note are available to be used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves; rent; utilities; and interest on certain other outstanding debt. All of the funds received under the PPP2 Note were used for qualified purposes during 2021. The Company applied for forgiveness of the PPP2 Note in accordance with PPP guidelines, and in November, 2021, received approval of the forgiveness application. As of December 31, 2022 and 2021, there was no outstanding balance for the PPP2 Note. The PPP and PPP2 Notes that were forgiven by the SBA were recognized as gains and included in ‘Other income’ or the non-operating section of the Company’s consolidated statements of operations. |
Capital Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2022 | |
Capital Structure [Abstract] | |
Capital Structure | 8. Capital Structure Common Stock As of December 31, 2022 and 2021, the Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.00001 per share. As of December 31, 2022 and 2021, the Company had 33,684,864 and 26,487,680 shares of common stock issued and outstanding, respectively. Holders of common stock have no preemptive, conversion or subscription rights and there is no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that the Company may designate in the future. Convertible Preferred Stock In October 2021, the Company amended its Certificate of Incorporation and revised the number of preferred stock shares authorized for issuance to 10,000,000 shares at a par value of $0.00001. As of December 31, 2022, there were no shares of preferred stock issued and outstanding. As of December 31, 2020 and prior to the completion of the IPO, the Company was authorized to issue up to 21,982,491 shares of preferred stock at a par value of $0.00001. Conversion The Company’s convertible preferred stock shares that were outstanding at the completion of the IPO on October 20, 2021 automatically converted to shares of common stock on a 1:1 basis. The authorized, issued and outstanding shares of the convertible preferred stock and liquidation preferences prior to the IPO were as follows: Series Shares Shares Per Share Aggregate Gross Series A 10,157,843 10,157,843 0.6842 6,949,996 6,949,996 Series B 6,567,670 6,567,670 3.3939 22,290,015 22,290,015 Series C 5,256,978 5,256,978 15.7933 83,025,031 83,025,031 21,982,491 21,982,491 112,265,042 112,265,042 Warrants The following warrants were outstanding as of December 31, 2022, all of which contain standard anti-dilution protections in the event of subsequent rights offerings, stock splits, stock dividends or other extraordinary dividends, or other similar changes in the Company’s common stock or capital structure, and none of which have any participating rights for any losses: Securities into which warrants are convertible Warrants Exercise Expiration Fair Common stock (Initial Public Offering; see Note 1) 140,000 $ 9.375 October 2026 $ 170,397 Common stock (Private Placement; see Note 1) 6,451,613 $ 2.98 April 2027 6,132,436 Total 6,591,613 $ 6,302,833 The Company accounts for warrants in accordance with ASC 480, Distinguishing Liabilities from Equity The Company used the following assumptions: Initial Offering Warrants Private Warrants Fair value of underlying securities $ 2.88 $ 1.37 Expected volatility 51.0 % 45.0 % Expected term (in years) 5.0 5.0 Risk-free interest rate 1.13 % 2.92 % Dividends The holders of preferred stock are entitled to receive dividends, when and if declared by the Company’s Board of Directors, out of any legally available funds. The holders of preferred stock are entitled to receive dividends, prior and in preference to dividends declared on common stock, at the rate of: Series A - $0.0411 per share per annum; Series B - $0.2036 per share per annum; and Series C - $0.9476 per share per annum. Dividends are non-cumulative and will be paid pro rata, on an equal priority, pari passu basis. After payment of preferred stock dividends, any additional dividends will be paid ratably among holders of common stock and preferred stock on an as converted to Common Stock basis. As of December 31, 2022 and 2021, respectively, no dividends have been declared. Voting The holder of each share of Preferred Stock is entitled to voting rights equal to the number of shares of common stock. Preferred stockholders shall cast the number of votes equal to the number of whole shares of common stock into which the shares of Preferred Stock held by such holder are convertible. So long as any shares of Series A Preferred Stock remain outstanding, the holders of the Series A Preferred Stock, voting as a separate class, are entitled to elect one director of the Company. So long as any shares of Series B Preferred Stock remain outstanding, the holders of the Series B Preferred Stock, voting as a separate class, are entitled to elect one director of the Company. So long as any shares of Series C Preferred Stock remain outstanding, the holders of the Series C Preferred Stock, voting as a separate class, are entitled to elect one director of the Company. The holders of Common Stock, voting as a separate class, are entitled to elect two directors of the Company. The holders of Preferred Stock and Common Stock, on an as converted to basis, are entitled to elect any remaining members to the Board of Directors. Liquidation In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of preferred stock on a pari passu basis, are entitled to receive, prior to and in preference over holders of common stock, an amount equal to the original issuance price—Series A - $0.6842 per share; Series B - $3.3939 per share; and Series C - $15.7933 per share. 2) If the assets of the Company available for distribution to its stockholders shall be insufficient to pay the holders of the shares of Preferred Stock the full amount to which they are entitled, the holders of shares of Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amount which would otherwise be payable in respect to the share of Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 9. Net Loss Per Share Attributable to Common Stockholders The following table summarizes the computation of basic and diluted loss per share: Year Ended 2022 2021 Net loss attributable to common stockholders $ (19,236,509 ) $ (7,799,529 ) Basic and diluted weighted average common shares outstanding 31,233,071 5,861,730 Loss per share: Basic and diluted $ (0.62 ) $ (1.33 ) Basic loss per share is based upon the weighted average number of shares of common stock outstanding during the period. Diluted loss per share would include the effect of unvested restricted stock awards and the convertible preferred stock; however, such items were not considered in the calculation of the diluted weighted average common shares outstanding since they would be anti-dilutive. Common stock reserved for future issuance, on an as-if converted basis, are shown below: December 31, 2022 2021 Issuance of options under incentive plans 14,931,146 8,769,694 Shares available for future stock-based award grants (see Note 10) 3,583,173 — Underwriter’s common stock option — 525,000 Underwriter’s warrant 140,000 140,000 Total 18,654,319 9,434,694 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Compensation Expense Disclosure [Abstract] | |
Stock-based Compensation Expense | 10. Stock-based Compensation Expense Stock-Based Compensation The Company uses stock-based compensation, including restricted stock units to provide long-term performance incentives for its employees and board directors. The Company measures employee and director stock-based compensation awards based on the award’s estimated fair value on the date of grant. Forfeitures are recognized as they occur. Expense associated with these awards is recognized using the straight-line attribution method over the requisite service period for stock options, restricted stock units (“RSUs”) and restricted stock and is reported in our consolidated statements of stockholders’ equity. The fair value of the Company’s stock options is estimated, using the Black-Scholes option-pricing model. The resulting fair value is recognized on a straight-line basis over the period during which an employee is required to provide service in exchange for the award. The Company has elected to recognize forfeitures as they occur. Stock options generally vest over four years and have a contractual term of ten years. Determining the grant date fair value of options requires management to make assumptions and judgments. These estimates involve inherent uncertainties and if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded. The assumptions and estimates for valuing stock options are as follows: ● Fair value per share of Company’s common stock. ● Expected volatility. ● Expected term. Staff Accounting Bulletin, Topic 14 ● Risk-free interest rate. ● Estimated dividend yield. Equity Incentive Plans In February 2013, the Company’s Board of Directors adopted the 2013 Equity Incentive Plan (“2013 Plan”). The 2013 Plan authorizes the award of stock options, stock appreciation rights, restricted stock awards, stock appreciation rights, RSUs, performance awards, and other stock or cash awards. In October 2021, the Company’s Board of Directors adopted the Cyngn Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan replaces the 2013 Plan. However, awards outstanding under the 2013 Plan will continue to be governed by their existing terms. As of December 31, 2022 and 2021, approximately 3.6 million and 10.5 million shares of common stock were reserved and available for issuance under the 2021 Plan and 2013 Plan, respectively. Options issued under the Plan generally vest based on continuous service provided by the option holder over a four-year period. Compensation expense related to these options is recognized on a straight-line basis over the four-year period based upon the fair value at the grant date. The following table summarizes information about the Company’s stock options outstanding as well as stock options vested and exercisable as of December 31, 2022, and activity during the year then ended: Shares Weighted-average exercise Weighted-average remaining Aggregate Outstanding as of December 31, 2021 8,769,694 $ 1.20 7.15 $ 15,746,916 Granted 6,842,500 1.20 Exercised (717,041 ) 0.16 1,012,175 Cancelled/forfeited (180,043 ) $ 2.77 Outstanding as of December 31, 2022 14,715,110 $ 1.23 7.84 $ 2,571,013 Vested and expected to vest at December 31, 2022 14,715,110 $ 1.23 7.84 $ 2,571,013 Vested and exercisable at December 31, 2022 6,266,135 $ 0.73 5.65 $ 2,555,579 The following table summarizes information about the Company’s RSUs as of December 31, 2022, and activity during the year then ended: Shares Weighted- Unvested shares at December 31, 2021 - $ - RSUs granted 244,566 5.52 RSUs vested (28,530 ) 5.52 RSUs forfeited - - Unvested Shares at December 31, 2022 216,036 $ 5.52 The fair value of a stock option is estimated using an option-pricing model that takes into account as of the grant date the exercise price and expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends on the stock, and the risk-free interest rate for the expected term of the option. The Company has used the simplified method in calculating the expected term of all option grants based on the vesting period and contractual term. Compensation costs related to share-based payment transactions are recognized in the financial statements upon satisfaction of the requisite service or vesting requirements. The weighted average per share grant-date fair value of options granted during the years ended December 31, 2022 and 2021 was $0.59 and $2.78, respectively. The following weighted average assumptions were used in estimating the grant date fair values in December 31, 2022 and 2021: December 31, 2022 2021 Fair value of common stock $ 1.20 $ 2.78 Expected term (in years) 6.03 6.15 Risk-free rate 3.77 % 0.95 % Expected volatility 48.72 % 51.0 % Dividend yield 0 % 0 % For the year ended December 31, 2022 and 2021, the Company recorded stock-based compensation expense from stock options and RSUs of approximately $2.9 million and $1.1 million, respectively. As of December 31, 2022, total stock-based compensation cost related to outstanding unvested stock options that are expected to vest was $ 9.3 million. This unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of approximately 3.5 years. Income tax benefits recognized from stock-based compensation expense recognized for the year ended December 31, 2022 were immaterial due to cumulative losses and valuation allowances. |
Retirement Savings Plan
Retirement Savings Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Savings Plan Abstract | |
Retirement Savings Plan | 11. Retirement Savings Plan Effective November 17, 2017, the Company established the Cyngn Inc. 401(k) Plan for the exclusive benefit of all eligible employees and their beneficiaries with the intention to provide a measure of retirement security for the future. This plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and qualifies under Section 401(k) of the Internal Revenue Code. Cyngn, Inc. did not offer and has not provided a company match for its 401(k) Plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes For the years ended December 31, 2022 and 2021, the Company recorded income tax expense of $850 and $800, respectively. The effective tax rate is 0% for the years ended December 31, 2022 and 2021. December 31, 2022 2021 Current: Federal - - State 850 800 Total current 850 800 Deferred: Federal - - State - - Total deferred - - Total $ 850 $ 800 Income tax expense differed from the amount computed by applying the federal statutory income tax rate of 21% to pretax income for the years ended December 31, 2022 and 2021 as a result of the following: December 31, 2022 2021 Federal tax at statutory rate $ (4,039,453 ) $ (1,635,786 ) State taxes (415,015 ) (543,984 ) Nondeductible expenses 22,081 (308,449 ) Research and development credit (673,881 ) (897,331 ) Foreign tax rate difference 1,779 Stock compensation 204,047 150,330 True-up and rate change 386,624 26,751 Valuation allowance 4,516,446 3,207,490 Total $ 850 $ 800 The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 related to the following: December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 30,186,203 $ 28,231,596 Research and development credits 4,867,437 4,193,556 Intangibles 1,303,262 1,772,704 Fixed assets 61,295 89,979 Stock based compensation 654,860 243,970 Lease liability 87,233 - Capitalized research costs 1,969,682 - Accruals and others 70,982 40,173 Gross deferred tax assets 39,200,954 34,571,977 Valuation allowance (39,088,423 ) (34,571,977 ) Total deferred tax assets 112,531 - Deferred tax liabilities: Right of use asset (85,975 ) - Deferred project costs (26,536 ) - Total deferred tax liabilities (112,531 ) - Net deferred tax assets: $ - - Management regularly assesses the ability to realize deferred tax assets recorded based upon the weight of available evidence, including such factors as recent earnings history and expected future taxable income on a jurisdiction-by-jurisdiction basis. In the event that the Company changes its determination as to the amount of realizable deferred tax assets, the Company will adjust its valuation allowance with a corresponding charge to the provision for income taxes in the period in which such determination is made. The Company’s management believes that, based on a number of factors, it is more likely than not, that all or some portion of the deferred tax assets will not be realized; and accordingly, for the years ending December 31, 2022 and 2021, the Company has provided a valuation allowance against the Company’s U.S. net deferred tax assets. The net change in the valuation allowance for the years ended December 31, 2022 and 2021 was an increase of $4,516,446 and $3,207,490, respectively. As of December 31, 2022, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $109,139,982 and $105,895,217, respectively, which will both begin to expire in 2034 with $73,802,785 of our federal net operating loss carryforward lasting indefinitely. As of December 31, 2022, the Company had federal and state research credit carryforwards of approximately $4,870,011 and $2,637,304, respectively. The federal research credit carryforwards will begin to expire in 2033 while the California research credits carry forward have an indefinite life. The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (“IRC Section 382”). Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. Utilization of the federal and state net operating losses may be subject to substantial annual limitation due to the ownership change limitations provided by the IRC Section 382 and similar state provisions. The Company has not completed a study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation, due to the significant cost and complexity associated with such a study. Any limitation may result in expiration of a portion of the NOL carryforwards before utilization. Further, until a study is completed by the Company and any limitation is known, no amounts are being presented as an uncertain tax position. The CARES Act contained modifications to Section 163(j) pertaining to the limitation of business interest for tax years beginning in 2019 and 2020. The modifications to Section 163(j) increased the allowable business interest deduction from 30% of adjusted taxable income to 50% of adjusted taxable income. This modification increased the allowable interest expense deduction of the Company. Under the Tax Cuts and Jobs Act of 2017, research and development costs are no longer fully deductible and are required to be capitalized and amortized for U.S. tax purposes effective January 1, 2022. The mandatory capitalization requirement increases our deferred tax assets and is fully offset with the valuation allowance. The following table reflects changes in gross unrecognized tax benefits: December 31, 2022 2021 Balance at beginning of year $ 1,797,238 $ 1,412,668 Increase in balance related to tax positions taken during the current year 288,806 199,218 Increase in balance related to tax positions taken during prior years - 185,352 Decrease in balance related to prior year tax positions - - Decrease in balance related to settlement with tax authorities - - Balance at end of year $ 2,086,044 $ 1,797,238 As of December 31, 2022, $2,086,044 of the total unrecognized tax benefits, if recognized, would have an impact on the Company’s effective tax rate. The Company estimates that there will be no material changes in its uncertain tax positions in the next 12 months. In accordance with FASB ASC 740, the Company has adopted the accounting policy that interest and penalties recognized are classified as part of its income taxes. Total interest and penalties recognized in the consolidated statement of operations was zero for 2022 and 2021. The Company files income tax returns in the US federal and various state jurisdictions. The Company’s tax years for 2019 and forward are subject to examination by the US tax authorities. The Company’s tax years for 2018 and forward are subject to examination by various state tax authorities. However, due to the fact that the Company had loss and credits carried forward in some jurisdictions, certain items attributable to technically closed years are still subject to adjustment by the relevant taxing authority through an adjustment to tax attributes carried forward to open years. The Company files U.S. and foreign income tax returns with varying statutes of limitations. Due to the Company’s net carryover of unused operating losses, all years remain subject to future examination by tax authorities. The Company is currently seeking relief in filing of foreign tax returns related to both foreign subsidiaries that are in the process of winding down operations. In the event that they are required, and relief is not available, filings will be completed as part of the overall dissolution process. No loss carryforwards or other attributes are recorded as part of the provision for income taxes, as there will not be future income to utilize any deferred assets in those foreign jurisdictions. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Amendments include removal of certain exceptions to the general principles of ASC 740, Income Taxes |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Legal Proceedings The Company is subject to legal and regulatory actions that arise from time to time. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events, and the outcome of litigation is inherently uncertain. There is no material pending or threatened litigation against the Company that remains outstanding as of December 31, 2022 and 2021. |
Risks and Uncertainties
Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Risks and Uncertainties | 14. Risks and Uncertainties The Company’s business operations, operating results, and financial condition are vulnerable to certain risks and uncertainties in cluding: ● Inflation and its related impact on costs and expenditures on domestic and foreign-sourced materials and services; ● Rising interest rates and its impact on the equity markets, investment valuations, and interest rate-sensitive calculations such as discount rate assumptions used in cash flow projections and going-concern assessments; ● Effects of the Russia-Ukraine conflict such as possible cyberattacks and potential disruptions in the banking systems and capital markets and the supply chain; ● Other factors beyond its control such as natural disasters, terrorism, civil unrest, infectious diseases and pandemics including COVID-19 and its variants The Company i |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events The Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements as of and for the years ended December 31, 2022 and 2021 have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include all normal adjustments necessary for a fair presentation of the Company’s financial position at December 31, 2022 and 2021, and operating results and cash flows for the periods presented. These consolidated financial statements should be read in conjunction with the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of CYNGN Inc. and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated upon consolidation. |
Foreign Currency Translation | Foreign Currency Translation The functional and reporting currency for Cyngn is the U.S. dollar. Monetary assets and liabilities denominated in currencies other than U.S. dollar are translated into the U.S. dollar at period end rates, income and expenses are translated at the weighted average exchange rates for the period and equity is translated at the historical exchange rates. Foreign currency translation adjustments and transactional gains and losses are immaterial to the consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. The Company’s significant estimates and judgments include but are not limited to warrants and share-based compensation. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, which is placed with high-credit-quality financial institutions and at times exceeds federally insured limits. Cash maintained with domestic financial institutions generally exceed the Federal Deposit Insurance Corporation insurable limit. To date, the Company has not experienced any losses on its deposits of cash. Cyngn invests in U.S. Treasury securities and carries these at amortized cost and recognizes gains and losses when realized. |
Concentration of Supplier Risk | Concentration of Supplier Risk The Company generally utilizes suppliers for outside development and engineering support. The Company does not believe that there is any significant supplier concentration risk as of December 31, 2022 and 2021. |
Cash, Restricted Cash and Short-term Investments | Cash, Restricted Cash and Short-term Investments The Company considers its bank accounts and all highly liquid investments that are both readily convertible to cash with minimal risk of changes in value due to changes in interest rates, to be cash equivalents. As of December 31, 2022 and 2021, the Company had $10.5 million and $21.9 million of cash, respectively. In addition, the Company had $50,000 in restricted cash as of December 31, 2022 and 2021, respectively, reported separately as current assets on its consolidated balance sheets. The Company’s restricted cash consists of cash not available for immediate use that the Company is obligated to maintain in accordance with the terms of its credit card spending arrangement. The following table provides a reconciliation of cash and restricted cash to amounts shown in the consolidated statements of cash flows: December 31, 2022 2021 Cash $ 10,536,273 $ 21,945,981 Restricted cash 50,000 50,000 Total Cash and Restricted cash $ 10,586,273 $ 21,995,981 The Company considers short-term investments to include marketable U.S. government securities that it intends to hold until maturity and redeem within one year. The Company treated its U.S. government treasury bill placements as held-to-maturity securities in accordance with the Financial Accounting Standards Board’s (“FASB’) Accounting Standards Codification Topic (“ASC”) 320, “Investments – Debt and Equity Securities” and recorded these at its amortized cost on the accompanying consolidated balance sheet as of December 31, 2022. |
Fair Value Measurements | Fair Value Measurements The accounting guidance under Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements The Company uses the following fair value hierarchy prescribed by U.S. GAAP, which prioritizes the inputs used to measure fair value as follows: Level 1 Level 2 Level 3 Assets and liabilities are considered to be fair valued on a recurring basis if fair value is measured regularly. However, if the fair value measurement of an instrument does not necessarily result in a change in the amount recorded on the consolidated balance sheets, assets and liabilities are considered to be fair valued on a nonrecurring basis. This typically occurs when accounting guidance requires assets and liabilities to be recorded at the lower of cost or fair value, or on certain nonfinancial assets and liabilities. Nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis include certain long-lived assets, intangible assets, and share-based compensation measured at fair value upon initial recognition. The carrying amounts of the Company’s cash, accounts payable and notes payable are reasonable estimates of their fair values due to their short-term nature. The fair values of the Company’s share-based compensation and underwriter warrants were based on observable inputs and assumptions used in Black-Scholes valuation models derived from independent external valuations. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Construction work in progress include production costs and costs of materials used in the development of the Company’s autonomous driving software .Assets are held as construction work in progress until placed into service, at which date depreciation commences over the estimated useful lives of the respective assets. Depreciation is recorded on a straight-line basis over each asset’s estimated useful life. Repair and maintenance costs are expensed as incurred. Property and Equipment Useful life Computer and equipment 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of 3 years or lease term Automobile 5 years |
Leases | Leases The Company accounts for leases in accordance with ASC Topic 842 (“ASC 842”), Leases Upon adoption of ASC 842, the Company elected the “package of practical expedients” which allowed it to not reassess: (a) whether expired or existing other contracts are or contain leases, (b) the lease classification for any expired or existing leases, and (c) the treatment of initial direct costs relating to any existing leases as of the adoption date. The package of practical expedients was made as a single election and was applied to the lease renewed in February 2022. Upon adoption of ASC 842, the Company also elected the practical expedient to not separate non-lease components, such as common area maintenance, from associated lease components for its ground and office space leases (see Note 5. Leases). |
Long-Lived Assets and Finite Lived Intangibles | Long-Lived Assets and Finite Lived Intangibles The Company has finite-lived intangible assets consisting of patents and trademarks. These assets are amortized on a straight-line basis over their estimated remaining economic lives. The patents and trademarks are amortized over 15 years. On April 1, 2022, the Company entered into an agreement for exclusive rights to certain hardware and software products and the rights to subsequently sell the software products and accompanying services. The Company paid a purchase price of $100,000 for these rights. The Company evaluated if substantially all of the assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine if the transaction should be accounted for as an asset acquisition. Since the only substantive assets acquired pertained to rights to the intellectual property, the entire purchase price was allocated to intellectual property and accounted for as intangible assets with a useful life of 15 years. In accordance with ASC 805-50, Business Combination The Company reviews its long-lived assets and finite-lived intangibles for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The events and circumstances the Company monitors and considers include significant decreases in the market price of similar assets, significant adverse changes to the extent and manner in which the asset is used, an adverse change in legal factors or business climate, an accumulation of costs that exceed the estimated cost to acquire or develop a similar asset, and continuing losses that exceed forecasted costs. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flow it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. An impairment charge would then be recognized equal to the amount by which the carrying amount exceeds the fair value of the asset. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of December 31, 2022 and 2021 (see Note 12. Income Taxes). There are no uncertain tax positions that would require recognition in the financial statements. If the Company were to incur an income tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax would be reported as income taxes. Management’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of or changes in tax laws, regulations and interpretations thereof as well as other factors. |
Convertible Preferred Stock | Convertible Preferred Stock The Company has applied the guidance in ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities |
Warrants | Warrants The Company issued to its lead underwriter in the Company’s IPO warrants to purchase up to 140,000 shares of the Company’s common stock. The Company accounts for warrants in accordance with ASC 480, Distinguishing Liabilities from Equity The Company also applied the guidance in ASC 340-10-S99-1, Other Assets and Deferred Costs |
Stock-based Compensation | Stock-based Compensation The Company recognizes the cost of share-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. Cost is recognized on a straight-line basis over the service period, which is generally the vesting period of the award. The Company recognizes stock-based compensation cost and reverses previously recognized costs for unvested awards in the period forfeitures occur. The Company determines the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, and expected dividend yield (see Note 10. Stock-based Compensation Expense ) |
Net Loss Per Share Attributable to Ordinary Shareholders | Net Loss Per Share Attributable to Ordinary Shareholders The Company computes loss per share attributable to common shareholders by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue shares were exercised into shares. In calculating diluted net loss per share, the numerator is adjusted for the change in the fair value of the shares (only if dilutive) and the denominator is increased to include the number of potentially dilutive common shares assumed to be outstanding (see Note 9. Net Loss per Share Attributable to Common Stockholders). |
Research and Development Expense | Research and Development Expense Research and development expense consist primarily of outsourced engineering services, internal engineering and development expenses, materials, labor and stock-based compensation of Company personnel involved in the development of the Company’s products and services, and allocated lease costs based on the approximate square footage area used in research and development activities. Research and development costs are expensed as incurred. |
Selling, General, and Administrative Expense | Selling, General, and Administrative Expense Selling, general, and administrative expense consist primarily of personnel costs, facilities expenses, depreciation and amortization, travel, and advertising costs. |
Commitments | Commitments The Company recognizes a liability with regard to loss contingencies when it believes it is probable a liability has occurred and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. When no amount within the range is a better estimate than any other amount the Company accrues the minimum amount in the range. There have been no such liabilities recorded by the Company as of December 31, 2022 and 2021. |
Segment Reporting | Segment Reporting The Company’s chief operating decision maker, its Chief Executive Officer, manages operations and business as one operating segment for the purposes of allocating resources, makes operating decisions and evaluates financial performance. |
Revenue Recognition | Revenue Recognition The Company enters into NRE contracts that are principally comprised of engineering services related to customer-specific configuration of the DriveMod. Generally with respect to these NRE contracts, i) the determination of the contract price is based on labor and hardware costs estimated to achieve the required milestones specified in the contract; ii) payment under these arrangements are comprised of upfront payments due upon execution of the agreements as well as payments due upon the achievement of specific milestones specified in each arrangement; and iii) contain mutual termination clauses without penalty. The Company recognizes revenue from NRE contracts that are fully funded by customers and the sale of its products when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services, by following a five-step process which includes i) identify the contract with a customer; ii) identify the performance obligations in the contract; iii) determine the transaction price; iv) allocate the transaction price to performance obligations in the contract and; v) recognize revenue when or as the Company satisfies a performance obligation. Each of the Company’s NRE arrangements are comprised of multi-phase deliverables recognized at a point in time upon completion and acceptance from the customer of each phase of the arrangement. One domestic customer which is a subsidiary of a global conglomerate represented 95.4% of revenue recognized in 2022, associated with an NRE contract. |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of direct labor and related fringe benefits for internal engineering resources costs incurred for the completion of the contracts and hardware costs. Also included in the cost of revenue is a provision for onerous contracts of $ 114. 7 |
Recent Accounting Pronouncements | Recent Accounting Standards There were no significant updates to the recently issued accounting standards. Although there are several other new accounting standards issued or proposed by the Financial Accounting Standards Board (“FASB”), the Company does not believe any of those accounting standards have had or will have a material impact on its financial position or operating results. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of cash and cash equivalents and restricted cash | December 31, 2022 2021 Cash $ 10,536,273 $ 21,945,981 Restricted cash 50,000 50,000 Total Cash and Restricted cash $ 10,586,273 $ 21,995,981 |
Schedule of property and equipment estimated useful life | Property and Equipment Useful life Computer and equipment 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of 3 years or lease term Automobile 5 years |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Components [Abstract] | |
Schedule of property and equipment | December 31, 2022 2021 Automobiles $ 397,816 $ 279,617 Furniture and fixtures 176,402 133,102 Computer and Equipment 380,457 76,048 Leasehold improvement 93,120 — Construction work in progress 359,289 — Property and equipment, gross 1,407,084 488,767 Less: accumulated depreciation (523,084 ) (385,980 ) Total property and equipment, net $ 884,000 $ 102,787 |
Schedule of accrued expenses and other current liabilities | December 31, 2022 2021 Credit card payable $ 5,194 $ 11,678 Accrued expenses 283,118 82,478 Accrued payroll 566,608 201,000 Total accrued expenses and other current liabilities $ 854,920 $ 295,156 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of future lease payments under non-cancellable leases | Period Operating 2023 $ 382,326 Less: imputed interest (5,704 ) Present value of lease liabilities, all current $ 376,622 Weighted-average remaining lease term (in years) 0.67 Weighted-average discount rate 4.40 % |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of gross carrying amount and accumulated amortization of separately identifiable intangible assets | As of December 31, 2022 Gross Accumulated Net Patents $ 363,821 $ (11,856 ) $ 351,965 Trademark 45,000 (20,000 ) 25,000 Rights to intellectual property 100,000 (3,889 ) 96,111 Total intangible assets $ 508,821 $ (35,745 ) $ 473,076 As of December 31, 2021 Gross Accumulated Net Patent $ 7,000 $ (4,083 ) $ 2,917 Trademark 45,000 (17,000 ) 28,000 Total intangible assets $ 52,000 $ (21,083 ) $ 30,917 |
Schedule of estimated amortization expense for all intangible assets | Years ended December 31, Amortization 2023 $ 32,321 2024 32,321 2025 32,321 2026 32,321 Thereafter 337,392 Total $ 473,076 |
Capital Structure (Tables)
Capital Structure (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Capital Structure [Abstract] | |
Schedule of authorized, issued and outstanding shares of the convertible preferred stock and liquidation preferences | Series Shares Shares Per Share Aggregate Gross Series A 10,157,843 10,157,843 0.6842 6,949,996 6,949,996 Series B 6,567,670 6,567,670 3.3939 22,290,015 22,290,015 Series C 5,256,978 5,256,978 15.7933 83,025,031 83,025,031 21,982,491 21,982,491 112,265,042 112,265,042 |
Schedule of securities into which warrants are convertible | Securities into which warrants are convertible Warrants Exercise Expiration Fair Common stock (Initial Public Offering; see Note 1) 140,000 $ 9.375 October 2026 $ 170,397 Common stock (Private Placement; see Note 1) 6,451,613 $ 2.98 April 2027 6,132,436 Total 6,591,613 $ 6,302,833 |
Schedule of fair value of warrants | Initial Offering Warrants Private Warrants Fair value of underlying securities $ 2.88 $ 1.37 Expected volatility 51.0 % 45.0 % Expected term (in years) 5.0 5.0 Risk-free interest rate 1.13 % 2.92 % |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted loss per share | Year Ended 2022 2021 Net loss attributable to common stockholders $ (19,236,509 ) $ (7,799,529 ) Basic and diluted weighted average common shares outstanding 31,233,071 5,861,730 Loss per share: Basic and diluted $ (0.62 ) $ (1.33 ) |
Schedule of common stock reserved for future issuance, on an as-if converted basis | December 31, 2022 2021 Issuance of options under incentive plans 14,931,146 8,769,694 Shares available for future stock-based award grants (see Note 10) 3,583,173 — Underwriter’s common stock option — 525,000 Underwriter’s warrant 140,000 140,000 Total 18,654,319 9,434,694 |
Stock-Based Compensation Expe_2
Stock-Based Compensation Expense (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock options vested and exercisable | Shares Weighted-average exercise Weighted-average remaining Aggregate Outstanding as of December 31, 2021 8,769,694 $ 1.20 7.15 $ 15,746,916 Granted 6,842,500 1.20 Exercised (717,041 ) 0.16 1,012,175 Cancelled/forfeited (180,043 ) $ 2.77 Outstanding as of December 31, 2022 14,715,110 $ 1.23 7.84 $ 2,571,013 Vested and expected to vest at December 31, 2022 14,715,110 $ 1.23 7.84 $ 2,571,013 Vested and exercisable at December 31, 2022 6,266,135 $ 0.73 5.65 $ 2,555,579 |
Schedule of restricted stock units and activity | Shares Weighted- Unvested shares at December 31, 2021 - $ - RSUs granted 244,566 5.52 RSUs vested (28,530 ) 5.52 RSUs forfeited - - Unvested Shares at December 31, 2022 216,036 $ 5.52 |
Schedule of weighted average fair value of each grant estimated on grant date | December 31, 2022 2021 Fair value of common stock $ 1.20 $ 2.78 Expected term (in years) 6.03 6.15 Risk-free rate 3.77 % 0.95 % Expected volatility 48.72 % 51.0 % Dividend yield 0 % 0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense | December 31, 2022 2021 Current: Federal - - State 850 800 Total current 850 800 Deferred: Federal - - State - - Total deferred - - Total $ 850 $ 800 |
Schedule of federal statutory income tax | December 31, 2022 2021 Federal tax at statutory rate $ (4,039,453 ) $ (1,635,786 ) State taxes (415,015 ) (543,984 ) Nondeductible expenses 22,081 (308,449 ) Research and development credit (673,881 ) (897,331 ) Foreign tax rate difference 1,779 Stock compensation 204,047 150,330 True-up and rate change 386,624 26,751 Valuation allowance 4,516,446 3,207,490 Total $ 850 $ 800 |
Schedule of deferred tax assets and liabilities | December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 30,186,203 $ 28,231,596 Research and development credits 4,867,437 4,193,556 Intangibles 1,303,262 1,772,704 Fixed assets 61,295 89,979 Stock based compensation 654,860 243,970 Lease liability 87,233 - Capitalized research costs 1,969,682 - Accruals and others 70,982 40,173 Gross deferred tax assets 39,200,954 34,571,977 Valuation allowance (39,088,423 ) (34,571,977 ) Total deferred tax assets 112,531 - Deferred tax liabilities: Right of use asset (85,975 ) - Deferred project costs (26,536 ) - Total deferred tax liabilities (112,531 ) - Net deferred tax assets: $ - - |
Schedule of unrecognized tax benefit | December 31, 2022 2021 Balance at beginning of year $ 1,797,238 $ 1,412,668 Increase in balance related to tax positions taken during the current year 288,806 199,218 Increase in balance related to tax positions taken during prior years - 185,352 Decrease in balance related to prior year tax positions - - Decrease in balance related to settlement with tax authorities - - Balance at end of year $ 2,086,044 $ 1,797,238 |
Description of Business (Detail
Description of Business (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Apr. 29, 2022 | Oct. 22, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Description of Business (Details) [Line Items] | ||||
Common stock, shares authorized (in Shares) | 100,000,000 | 100,000,000 | ||
Additional shares of common stock (in Shares) | 525,000 | |||
Shares authorized (in Shares) | 110,000,000 | |||
Common stock shares (in Shares) | 100,000,000 | |||
Preferred stock shares (in Shares) | 10,000,000 | |||
Preferred stock, per shares (in Dollars per share) | $ 0.00001 | |||
Stock purchase agreement | Pursuant to the Purchase Agreement, the Company sold (i) 3,790,322 shares of its Common Stock together with Common Warrants to purchase up to 3,790,322 shares of Common Stock, and (ii) 2,661,291 Pre-Funded Warrants with each Pre-Funded Warrant exercisable for one share of Common Stock, together with Common Warrants to purchase up to 2,661,291 shares of Common Stock. | |||
Common warrants (in Shares) | 6,591,613 | |||
Exercise price per share (in Dollars per share) | $ 2.98 | |||
Offering price per share (in Dollars per share) | $ 3.09 | |||
Exercisable expire term | 5 years | |||
Net losses | $ 19.2 | $ 7.8 | ||
Accumulated deficit | 135.7 | 116.5 | ||
Net cash used in operating activities | $ 16.3 | 8.6 | ||
Purchase Warrants [Member] | ||||
Description of Business (Details) [Line Items] | ||||
Redeemable Warrants (in Shares) | 140,000 | |||
Initial exercise price per share (in Dollars per share) | $ 9.375 | |||
Warrant [Member] | ||||
Description of Business (Details) [Line Items] | ||||
Common warrants (in Shares) | 6,451,613 | |||
IPO [Member] | ||||
Description of Business (Details) [Line Items] | ||||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | |||
IPO [Member] | Common Stock [Member] | ||||
Description of Business (Details) [Line Items] | ||||
Common stock, shares authorized (in Shares) | 3,500,000 | |||
Offering price per share (in Dollars per share) | $ 7.5 | |||
Private Placement [Member] | ||||
Description of Business (Details) [Line Items] | ||||
Gross proceeds | $ 20 | |||
Private Placement [Member] | Warrant [Member] | ||||
Description of Business (Details) [Line Items] | ||||
Offering price per share (in Dollars per share) | 3.1 | |||
Exercise price per share (in Dollars per share) | $ 0.001 | |||
“CYN” [Member] | IPO [Member] | ||||
Description of Business (Details) [Line Items] | ||||
Net proceeds | $ 23.3 | |||
Liquidity [Member] | ||||
Description of Business (Details) [Line Items] | ||||
Cash | $ 10.5 | |||
Short-term investments | $ 12.1 | |||
Unrestricted cash and cash equivalents | $ 21.9 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Apr. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Cash and cash equivalents | $ 10,500,000 | $ 21,900,000 | |
Restricted cash | $ 50,000 | $ 50,000 | |
Estimated useful lives | 15 years | ||
Purchase price of rights | $ 100,000 | ||
Useful life | 15 years | ||
Revenue Percentage | 95.40% | ||
Cost of revenue | $ 114,700 | ||
IPO [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Common stock shares (in Shares) | 140,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of cash and cash equivalents and restricted cash - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Cash and Cash Equivalents and Restricted Cash [Abstract] | ||
Cash | $ 10,536,273 | $ 21,945,981 |
Restricted cash | 50,000 | 50,000 |
Total Cash and Restricted cash | $ 10,586,273 | $ 21,995,981 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful life | 12 Months Ended |
Dec. 31, 2022 | |
Computer and Equipment [Member] | |
Schedule of property and equipment estimated useful life [Line Items] | |
Property and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | |
Schedule of property and equipment estimated useful life [Line Items] | |
Property and Equipment, Useful Life | 7 years |
Leasehold Improvements [Member] | |
Schedule of property and equipment estimated useful life [Line Items] | |
Property and Equipment, Useful Life | Shorter of 3 years or lease term |
Automobile [Member] | |
Schedule of property and equipment estimated useful life [Line Items] | |
Property and Equipment, Useful Life | 5 years |
Revenue and Contracts with Cu_2
Revenue and Contracts with Customers (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Deferred contract costs | $ 0.1 |
Performance obligations amount | $ 1.4 |
Balance Sheet Components (Detai
Balance Sheet Components (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance Sheet Components Abstract | ||
Treasury bills | $ 12,100,000 | |
Depreciation expense | 137,105 | $ 82,389 |
Deferred social security taxes | $ 67,958 | |
Social security taxes due amount | $ 67,958 |
Balance Sheet Components (Det_2
Balance Sheet Components (Details) - Schedule of property and equipment - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Property And Equipment Abstract | ||
Automobiles | $ 397,816 | $ 279,617 |
Furniture and fixtures | 176,402 | 133,102 |
Computer and Equipment | 380,457 | 76,048 |
Leasehold improvement | 93,120 | |
Construction work in progress | 359,289 | |
Property and equipment, gross | 1,407,084 | 488,767 |
Less: accumulated depreciation | (523,084) | (385,980) |
Total property and equipment, net | $ 884,000 | $ 102,787 |
Balance Sheet Components (Det_3
Balance Sheet Components (Details) - Schedule of accrued expenses and other current liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Accrued Expenses And Other Current Liabilities Abstract | ||
Credit card payable | $ 5,194 | $ 11,678 |
Accrued expenses | 283,118 | 82,478 |
Accrued payroll | 566,608 | 201,000 |
Total accrued expenses and other current liabilities | $ 854,920 | $ 295,156 |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Rent expense | $ 47,000 | |
Operating lease | 517,296 | $ 236,476 |
Operating lease right-of-use assets | $ 453,103 | $ 0 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of future lease payments under non-cancellable leases | Dec. 31, 2022 USD ($) |
Schedule Of Future Lease Payments Under Non Cancellable Leases Abstract | |
2023 | $ 382,326 |
Less: imputed interest | (5,704) |
Present value of lease liabilities, all current | $ 376,622 |
Weighted-average remaining lease term (in years) | 8 months 1 day |
Weighted-average discount rate | 4.40% |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 14,662 | $ 3,466 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of gross carrying amount and accumulated amortization of separately identifiable intangible assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 508,821 | $ 52,000 |
Accumulated Amortization | (35,745) | (21,083) |
Net Carrying Amount | 473,076 | 30,917 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 363,821 | 7,000 |
Accumulated Amortization | (11,856) | (4,083) |
Net Carrying Amount | 351,965 | 2,917 |
Trademark [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 45,000 | 45,000 |
Accumulated Amortization | (20,000) | (17,000) |
Net Carrying Amount | 25,000 | $ 28,000 |
Rights to intellectual property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 100,000 | |
Accumulated Amortization | (3,889) | |
Net Carrying Amount | $ 96,111 |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details) - Schedule of estimated amortization expense for all intangible assets - Amortization [Member] | Dec. 31, 2022 USD ($) |
Intangible Assets, Net (Details) - Schedule of estimated amortization expense for all intangible assets [Line Items] | |
2023 | $ 32,321 |
2024 | 32,321 |
2025 | 32,321 |
2026 | 32,321 |
Thereafter | 337,392 |
Total | $ 473,076 |
Debt (Details)
Debt (Details) - USD ($) | Feb. 28, 2021 | Apr. 30, 2020 |
Debt [Abstract] | ||
Company borrowings | $ 695,078 | |
Interest rate | 0.98% | |
Maturity date | 5 years | 24 months |
Principal amount | $ 892,115 | |
Interest accruing | 0.98% |
Capital Structure (Details)
Capital Structure (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 |
Capital Structure (Details) [Line Items] | ||||
Common stock, shares authorized (in Shares) | 100,000,000 | 100,000,000 | ||
Common stock, par value | $ 0.00001 | $ 0.00001 | ||
Common stock, shares issued (in Shares) | 33,684,864 | 26,487,680 | ||
Common stock, shares outstanding (in Shares) | 33,684,864 | 26,487,680 | ||
Preferred stock, shares authorized (in Shares) | 21,982,491 | |||
Preferred stock, par value | $ 0.00001 | |||
Convertible Preferred Stock [Member] | ||||
Capital Structure (Details) [Line Items] | ||||
Convertible preferred stock, shares authorized (in Shares) | 10,000,000 | |||
Preferred stock, par value | $ 0.00001 | |||
Series A Preferred Stock [Member] | ||||
Capital Structure (Details) [Line Items] | ||||
Dividends declared on common stock, per share | $ 0.0411 | |||
Per Share Liquidation Preference | 0.6842 | |||
Series B Preferred Stock [Member] | ||||
Capital Structure (Details) [Line Items] | ||||
Dividends declared on common stock, per share | 0.2036 | |||
Per Share Liquidation Preference | 3.3939 | |||
Series C Preferred Stock [Member] | ||||
Capital Structure (Details) [Line Items] | ||||
Dividends declared on common stock, per share | 0.9476 | |||
Per Share Liquidation Preference | $ 15.7933 |
Capital Structure (Details) - S
Capital Structure (Details) - Schedule of authorized, issued and outstanding shares of the convertible preferred stock and liquidation preferences | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Conversion of Stock [Line Items] | |
Shares Authorized | shares | 21,982,491 |
Shares Issued and Outstanding | shares | 21,982,491 |
Aggregate Liquidation Amount | $ | $ 112,265,042 |
Gross Proceeds | $ | $ 112,265,042 |
Series A [Member] | |
Conversion of Stock [Line Items] | |
Shares Authorized | shares | 10,157,843 |
Shares Issued and Outstanding | shares | 10,157,843 |
Per Share Liquidation Preference | $ / shares | $ 0.6842 |
Aggregate Liquidation Amount | $ | $ 6,949,996 |
Gross Proceeds | $ | $ 6,949,996 |
Series B [Member] | |
Conversion of Stock [Line Items] | |
Shares Authorized | shares | 6,567,670 |
Shares Issued and Outstanding | shares | 6,567,670 |
Per Share Liquidation Preference | $ / shares | $ 3.3939 |
Aggregate Liquidation Amount | $ | $ 22,290,015 |
Gross Proceeds | $ | $ 22,290,015 |
Series C [Member] | |
Conversion of Stock [Line Items] | |
Shares Authorized | shares | 5,256,978 |
Shares Issued and Outstanding | shares | 5,256,978 |
Per Share Liquidation Preference | $ / shares | $ 15.7933 |
Aggregate Liquidation Amount | $ | $ 83,025,031 |
Gross Proceeds | $ | $ 83,025,031 |
Capital Structure (Details) -_2
Capital Structure (Details) - Schedule of securities into which warrants are convertible | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Capital Structure (Details) - Schedule of securities into which warrants are convertible [Line Items] | |
Warrants outstanding | shares | 6,591,613 |
Fair value | $ | $ 6,302,833 |
Common Stock [Member] | Initial Public Offering [Member] | |
Capital Structure (Details) - Schedule of securities into which warrants are convertible [Line Items] | |
Warrants outstanding | shares | 140,000 |
Exercise Price | $ / shares | $ 9.375 |
Expiration Date | October 2026 |
Fair value | $ | $ 170,397 |
Common Stock [Member] | Private Placement [Member] | |
Capital Structure (Details) - Schedule of securities into which warrants are convertible [Line Items] | |
Warrants outstanding | shares | 6,451,613 |
Exercise Price | $ / shares | $ 2.98 |
Expiration Date | April 2027 |
Fair value | $ | $ 6,132,436 |
Capital Structure (Details) -_3
Capital Structure (Details) - Schedule of fair value of warrants | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Initial Public Offering Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of underlying securities (in Dollars) | $ 2.88 |
Expected volatility | 51% |
Expected term (in years) | 5 years |
Risk-free interest rate | 1.13% |
Private Placement Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of underlying securities (in Dollars) | $ 1.37 |
Expected volatility | 45% |
Expected term (in years) | 5 years |
Risk-free interest rate | 2.92% |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of basic and diluted loss per share - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Basic And Diluted Loss Per Share Abstract | ||
Net loss attributable to common stockholders | $ (19,236,509) | $ (7,799,529) |
Basic and diluted weighted average common shares outstanding | 31,233,071 | 5,861,730 |
Loss per share: | ||
Basic and diluted | $ (0.62) | $ (1.33) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of basic and diluted loss per share (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Basic And Diluted Loss Per Share Abstract | ||
Diluted weighted average common shares outstanding | 31,233,071 | 5,861,730 |
Diluted | $ (0.62) | $ (1.33) |
Net Loss Per Share Attributab_5
Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of common stock reserved for future issuance, on an as-if converted basis - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Common Stock Reserved For Future Issuance On An As If Converted Basis Abstract | ||
Issuance of options under incentive plans (in Dollars) | $ 14,931,146 | $ 8,769,694 |
Shares available for future stock-based award grants (see Note 10) | 3,583,173 | |
Underwriter’s common stock option | 525,000 | |
Underwriter’s warrant (in Dollars) | $ 140,000 | $ 140,000 |
Total | 18,654,319 | 9,434,694 |
Stock-Based Compensation Expe_3
Stock-Based Compensation Expense (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation Expense (Details) [Line Items] | ||
Fair value is recognized straight-line basis, description | The resulting fair value is recognized on a straight-line basis over the period during which an employee is required to provide service in exchange for the award. The Company has elected to recognize forfeitures as they occur. Stock options generally vest over four years and have a contractual term of ten years. | |
Common stock issuance (in Shares) | 3.6 | 10.5 |
Weighted average per share grant-date fair value of options granted (in Dollars per share) | $ 0.59 | $ 2.78 |
Stock-based compensation expense from stock options | $ 2.9 | $ 1.1 |
Weighted-average period | 3 years 6 months | |
Stock Options [Member] | ||
Stock-Based Compensation Expense (Details) [Line Items] | ||
Stock-based compensation unrecognized unvested stock options | $ 9.3 |
Stock-Based Compensation Expe_4
Stock-Based Compensation Expense (Details) - Schedule of stock options vested and exercisable - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Stock Options Vested and Exercisable [Abstract] | ||
Shares, outstanding at beginning balance | 8,769,694 | |
Weighted- average exercise price, outstanding at beginning balance | $ 1.2 | |
Weighted- average remaining contractual term (years), outstanding at beginning balance | 7 years 1 month 24 days | |
Aggregate intrinsic value, outstanding at beginning balance | $ 15,746,916 | |
Shares, granted | 6,842,500 | |
Weighted- average exercise price, granted | $ 1.2 | |
Aggregate intrinsic value, granted | ||
Shares ,exercised | (717,041) | |
Weighted- average exercise price, exercised | $ 0.16 | |
Aggregate intrinsic value, exercised | $ 1,012,175 | |
Shares, cancelled/forfeited | (180,043) | |
Weighted- average exercise price, cancelled/forfeited | $ 2.77 | |
Aggregate intrinsic value, cancelled/forfeited | ||
Shares, outstanding at ending balance | 14,715,110 | |
Weighted- average exercise price, outstanding at ending balance | $ 1.23 | |
Weighted- average remaining contractual term (years), outstanding at ending balance | 7 years 10 months 2 days | |
Aggregate intrinsic value, outstanding at ending balance | $ 2,571,013 | |
Shares, vested and expected to vest at ending balance | 14,715,110 | |
Weighted- average exercise price, vested and expected to vest at ending balance | $ 1.23 | |
Weighted- average remaining contractual term (years), vested and expected to vest at ending balance | 7 years 10 months 2 days | |
Aggregate intrinsic value, vested and expected to vest at ending balance | $ 2,571,013 | |
Shares, vested and exercisable at ending balance | 6,266,135 | |
Weighted- average exercise price, vested and exercisable at ending balance | $ 0.73 | |
Weighted- average remaining contractual term (years), vested and exercisable at ending balance | 5 years 7 months 24 days | |
Aggregate intrinsic value, vested and exercisable at ending balance | $ 2,555,579 |
Stock-Based Compensation Expe_5
Stock-Based Compensation Expense (Details) - Schedule of restricted stock units and activity | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Schedule of Restricted Stock Units and Activity [Abstract] | |
Shares, Unvested shares beginning balance | shares | |
Weighted- average grant date fair value, beginning balance | $ / shares | |
Shares, RSUs granted | shares | 244,566 |
Weighted- average grant date fair value, RSUs granted | $ / shares | $ 5.52 |
Shares, RSUs vested | shares | (28,530) |
Weighted- average grant date fair value, RSUs vested | $ / shares | $ 5.52 |
Shares, RSUs forfeited | shares | |
Weighted- average grant date fair value, RSUs forfeited | $ / shares | |
Shares, ending balance | shares | 216,036 |
Weighted- average grant date fair value, ending balance | $ / shares | $ 5.52 |
Stock-Based Compensation Expe_6
Stock-Based Compensation Expense (Details) - Schedule of weighted average fair value of each grant estimated on grant date - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Weighted Average Fair Value of Each Grant Estimated on Grant Date [Abstract] | ||
Fair value of common stock (in Dollars per share) | $ 1.2 | $ 2.78 |
Expected term (in years) | 6 years 10 days | 6 years 1 month 24 days |
Risk-free rate | 3.77% | 0.95% |
Expected volatility | 48.72% | 51% |
Dividend yield | 0% | 0% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Details) [Line Items] | ||
Income tax expense | $ 850 | $ 800 |
Federal statutory income tax rate | 0% | 0% |
Income tax rate | 21% | 21% |
Net change in the valuation allowance | $ 4,516,446 | $ 3,207,490 |
Cumulative ownership percentage | 50% | |
Taxable income percentage | 50% | |
Total unrecognized tax benefits | $ 2,086,044 | |
Total interest | 0 | $ 0 |
2034 [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforwards | $ 73,802,785 | |
Business acquisition [Member] | ||
Income Taxes (Details) [Line Items] | ||
Business interest percentage | 30% | |
Foreign Tax Authority [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforwards | $ 109,139,982 | |
Federal and state research credit carryforwards | 4,870,011 | |
State and Local Jurisdiction [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforwards | 105,895,217 | |
Federal and state research credit carryforwards | $ 2,637,304 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax expense - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | ||
State | 850 | 800 |
Total current | 850 | 800 |
Deferred: | ||
Federal | ||
State | ||
Total deferred | ||
Total | $ 850 | $ 800 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of federal statutory income tax - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Federal Statutory Income Tax Abstract | ||
Federal tax at statutory rate | $ (4,039,453) | $ (1,635,786) |
State taxes | (415,015) | (543,984) |
Nondeductible expenses | 22,081 | (308,449) |
Research and development credit | (673,881) | (897,331) |
Foreign Tax Rate Difference | 1,779 | |
Stock Compensation | 204,047 | 150,330 |
True-up and Rate Change | 386,624 | 26,751 |
Valuation allowance | 4,516,446 | 3,207,490 |
Total | $ 850 | $ 800 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 30,186,203 | $ 28,231,596 |
Research and development credits | 4,867,437 | 4,193,556 |
Intangibles | 1,303,262 | 1,772,704 |
Fixed assets | 61,295 | 89,979 |
Stock based compensation | 654,860 | 243,970 |
Lease liability | 87,233 | |
Capitalized research costs | 1,969,682 | |
Accruals and others | 70,982 | 40,173 |
Gross deferred tax assets | 39,200,954 | 34,571,977 |
Valuation allowance | (39,088,423) | (34,571,977) |
Total deferred tax assets | 112,531 | |
Deferred tax liabilities: | ||
Right of use asset | (85,975) | |
Deferred project costs | (26,536) | |
Total deferred tax liabilities | (112,531) | |
Net deferred tax assets: |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of unrecognized tax benefit - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Unrecognized Tax Benefit Abstract | ||
Balance at beginning of year | $ 1,797,238 | $ 1,412,668 |
Increase in balance related to tax positions taken during the current year | 288,806 | 199,218 |
Increase in balance related to tax positions taken during prior years | 185,352 | |
Decrease in balance related to prior year tax positions | ||
Decrease in balance related to settlement with tax authorities | ||
Balance at end of year | $ 2,086,044 | $ 1,797,238 |