ProSomnus (OSA) 10-Q 14 Nov 23 2023 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Nov. 13, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-41567
Entity Registrant Name	PROSOMNUS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	88-2978216
Entity Address, Address Line One	5675 Gibraltar Drive
Entity Address, City or Town	Pleasanton
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	94588
City Area Code	844
Local Phone Number	537-5337
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		16,398,599
Entity Central Index Key	0001934064
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	OSA
Security Exchange Name	NASDAQ
Warrant
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share
Trading Symbol	OSAAW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 12,021,908	$ 15,916,141
Accounts receivable, net	3,443,306	2,843,148
Inventory	1,650,097	639,945
Prepaid expenses and other current assets	557,561	1,846,870
Total current assets	17,672,872	21,246,104
Property and equipment, net	3,739,621	2,404,402
Finance lease right-of-use assets	3,532,240	3,650,451
Operating lease right-of-use assets	5,154,399	5,632,771
Other assets	284,000	262,913
Total assets	30,383,132	33,196,641
Current liabilities:
Accounts payable	1,747,841	2,101,572
Accrued expenses	8,373,482	3,706,094
Equipment financing obligation	55,510	58,973
Finance lease liabilities	1,109,899	1,008,587
Operating lease liabilities	290,869	215,043
Total current liabilities	11,577,601	7,090,269
Equipment financing obligation, net of current portion	143,498	185,645
Finance lease liabilities, net of current portion	2,226,908	2,081,410
Operating lease liabilities, net of current portion	5,267,969	5,525,562
Senior Convertible Notes at fair value	13,286,405	13,651,000
Subordinated Convertible Notes at fair value	18,720,000	10,355,681
Earnout liability	730,000	12,810,000
Warrant liability	134,043	1,991,503
Total noncurrent liabilities	40,508,823	46,600,801
Total liabilities	52,086,424	53,691,070
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $0.0001 par value, 975,000 and 1,000,000 shares authorized at September 30, 2023 and December 31, 2022, respectively; no shares issued and outstanding
Common stock, $0.0001 par value, 100,000,000 shares authorized; 16,288,124 and 16,041,464 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	1,629	1,604
Additional paid-in capital	194,650,729	190,298,562
Accumulated deficit	(228,020,639)	(210,794,595)
Total stockholders' deficit	(33,368,281)	(20,494,429)
Total liabilities and stockholders' deficit	30,383,132	$ 33,196,641
Series A Preferred Stock
Current liabilities:
Redeemable Series A Preferred Stock, $0.0001 par value, stated value $1,000; 25,000 shares authorized at September 30, 2023; 9,526 shares issued and outstanding at September 30, 2023; liquidation preference of $14,289 at September 30, 2023; No shares authorized, issued and outstanding at December 31, 2022	$ 11,664,989

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Redeemable Series A convertible preferred stock, par value (in dollars per share)	$ 0.0001
Redeemable Series A convertible preferred stock, stated value (in dollars per share)	$ 1,000
Redeemable Series A convertible preferred stock, shares authorized	25,000	0
Redeemable Series A convertible preferred stock, shares issued	9,526	0
Redeemable Series A convertible preferred stock, shares outstanding	9,526	0
Redeemable Series A convertible preferred stock, liquidation preference	$ 14,289
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	975,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	16,288,124	16,041,464
Common stock, shares outstanding	16,288,124	16,041,464
Series A Preferred Stock
Redeemable Series A convertible preferred stock, par value (in dollars per share)	$ 1,000
Redeemable Series A convertible preferred stock, shares authorized	25,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Revenue	$ 7,071,445	$ 4,997,979	$ 19,813,735	$ 13,601,031
Cost of revenue	3,580,073	2,540,288	9,507,498	6,440,475
Gross profit	3,491,372	2,457,691	10,306,237	7,160,556
Operating expenses
Sales and marketing	3,240,511	2,319,362	9,707,277	6,450,173
Research and development	1,040,065	688,540	3,435,070	1,915,521
General and administrative	3,426,872	1,577,049	11,260,003	4,219,938
Total operating expenses	7,707,448	4,584,951	24,402,350	12,585,632
Net loss from operations	(4,216,076)	(2,127,260)	(14,096,113)	(5,425,076)
Other income (expense)
Interest expense, net	(1,489,286)	(1,421,702)	(3,901,255)	(3,714,777)
Change in fair value of earnout liability	3,880,000		12,080,000
Change in fair value of debt	3,699,737		1,070,307
Change in fair value of warrant liability	593,621		1,857,460	(20,756)
Loss on debt extinguishment	(9,743,043)		(9,743,043)	(192,731)
Other expense	(3,963,756)		(4,493,400)
Total other income (expense), net	(7,022,727)	(1,421,702)	(3,129,931)	(3,928,264)
Net loss before income taxes	(11,238,803)	(3,548,962)	(17,226,044)	(9,353,340)
Net loss	$ (11,238,803)	$ (3,548,962)	$ (17,226,044)	$ (9,353,340)
Net loss per share attributable to common stockholders, basic	$ (0.70)	$ (0.14)	$ (1.07)	$ (0.38)
Net loss per share attributable to common stockholders, diluted	$ (0.70)	$ (0.14)	$ (1.07)	$ (0.38)
Weighted average shares attributable to common stockholders, basic	16,115,254	24,713,218	16,071,719	24,611,666
Weighted average shares attributable to common stockholders, diluted	16,115,254	24,713,218	16,071,719	24,611,666

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($)	Series B redeemable convertible preferred stock Preferred Stock	Series A Preferred Stock Preferred Stock	Series A Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance at Dec. 31, 2021	$ 12,389,547	$ 26,245,000
Beginning balance (in shares) at Dec. 31, 2021	7,288,333	26,245
Ending balance at Sep. 30, 2022	$ 12,389,547	$ 26,245,000
Ending balance (in shares) at Sep. 30, 2022	7,288,333	26,245
Beginning balance at Dec. 31, 2021				$ 2,456	$ 150,425,960	$ (203,649,275)	$ (53,220,859)
Beginning balance (in shares) at Dec. 31, 2021				24,566,386
Increase (Decrease) in Stockholders' Equity
Vesting of restricted stock awards				$ 21	(21)
Vesting of restricted stock awards (in shares)				215,536
Stock-based compensation expense					5,000		5,000
Net loss						(9,353,340)	(9,353,340)
Ending balance at Sep. 30, 2022				$ 2,477	150,430,939	(213,002,615)	(62,569,199)
Ending balance (in shares) at Sep. 30, 2022		26,245		24,781,922
Beginning balance at Jun. 30, 2022	$ 12,389,547	$ 26,245,000
Beginning balance (in shares) at Jun. 30, 2022	7,288,333	26,245
Ending balance at Sep. 30, 2022	$ 12,389,547	$ 26,245,000
Ending balance (in shares) at Sep. 30, 2022	7,288,333	26,245
Beginning balance at Jun. 30, 2022				$ 2,469	150,429,947	(209,453,653)	(59,021,237)
Beginning balance (in shares) at Jun. 30, 2022				24,702,891
Increase (Decrease) in Stockholders' Equity
Vesting of restricted stock awards				$ 8	(8)
Vesting of restricted stock awards (in shares)				79,031
Stock-based compensation expense					1,000		1,000
Net loss						(3,548,962)	(3,548,962)
Ending balance at Sep. 30, 2022				$ 2,477	150,430,939	(213,002,615)	$ (62,569,199)
Ending balance (in shares) at Sep. 30, 2022		26,245		24,781,922
Beginning balance (in shares) at Dec. 31, 2022							0
Increase (Decrease) in Temporary Equity
Issuance of Series A Convertible Preferred Stock		$ 11,664,989
Issuance of Series A Convertible Preferred Stock (in shares)		9,526	9,526
Ending balance at Sep. 30, 2023		$ 11,664,989	$ 11,664,989
Ending balance (in shares) at Sep. 30, 2023		9,526					9,526
Beginning balance at Dec. 31, 2022				$ 1,604	190,298,562	(210,794,595)	$ (20,494,429)
Beginning balance (in shares) at Dec. 31, 2022				16,041,464
Increase (Decrease) in Stockholders' Equity
Conversion of Subordinated Convertible Notes				$ 23	919,546		919,569
Conversion of Subordinated Convertible Notes (in shares)				230,494
Issuance of stock warrants					2,552,857		2,552,857
Issuance of shares, net of cancellations and issuance costs				$ 2	163,571		163,573
Issuance of shares, net of cancellations and issuance costs (in shares)				16,166
Stock-based compensation expense					716,193		716,193
Net loss						(17,226,044)	(17,226,044)
Ending balance at Sep. 30, 2023				$ 1,629	194,650,729	(228,020,639)	$ (33,368,281)
Ending balance (in shares) at Sep. 30, 2023				16,288,124
Increase (Decrease) in Temporary Equity
Issuance of Series A Convertible Preferred Stock		$ 11,664,989
Issuance of Series A Convertible Preferred Stock (in shares)		9,526
Ending balance at Sep. 30, 2023		$ 11,664,989	$ 11,664,989
Ending balance (in shares) at Sep. 30, 2023		9,526					9,526
Beginning balance at Jun. 30, 2023				$ 1,606	191,031,730	(216,781,836)	$ (25,748,500)
Beginning balance (in shares) at Jun. 30, 2023				16,057,630
Increase (Decrease) in Stockholders' Equity
Conversion of Subordinated Convertible Notes (in shares)				230,494
Issuance of stock warrants					2,552,857		2,552,857
Issuance of Common Stock - services				$ 23	919,546		919,569
Stock-based compensation expense					146,596		146,596
Net loss						(11,238,803)	(11,238,803)
Ending balance at Sep. 30, 2023				$ 1,629	$ 194,650,729	$ (228,020,639)	$ (33,368,281)
Ending balance (in shares) at Sep. 30, 2023				16,288,124

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (17,226,044)	$ (9,353,340)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	578,503	302,932
Reduction of finance right-of-use asset	681,763	597,904
Reduction of operating right-of-use asset	286,337	131,090
Loss on financing transactions	2,472,915
Noncash interest	2,528,106	2,934,254
Noncash research and development	100,000
Loss on disposal of property and equipment	117,449
Amortization of debt discount	1,468,497	135,956
Bad debt expense	87,181	54,448
Stock-based compensation	716,193	5,000
Shares issued for services received	163,573
Change in fair value of earnout liability	(12,080,000)
Change in fair value of debt	(1,070,307)
Change in fair value of warrant liability	(1,857,460)	20,756
Impairment of assets	682,126
Loss on extinguishment of debt	9,743,043	192,731
Changes in operating assets and liabilities:
Accounts receivable	(687,339)	(296,524)
Inventory	(1,010,152)	(26,936)
Prepaid expenses and other current assets	1,061,382	(319,416)
Deferred financing costs		(1,807,626)
Other assets	(21,087)	(108,117)
Accounts payable	(472,438)	2,195,139
Accrued expenses	3,384,095	854,915
Operating lease liabilities	38,101	(148,486)
Commission settlement		(127,074)
Net cash used in operating activities	(10,315,563)	(4,762,394)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(1,903,242)	(331,373)
Net cash used in investing activities	(1,903,242)	(331,373)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of Series A Convertible Preferred Stock and warrants	9,526,000
Proceeds from subscription agreements		1,225,000
Proceeds from line of credit		18,759,540
Repayments of line of credit		(17,587,978)
Proceeds from issuance of subordinated notes		375,000
Repayments of subordinated notes		(75,000)
Payment of deferred financing cost	(129,117)
Principal payments on finance lease obligations	(1,026,701)	(822,315)
Principal payments on equipment financing obligation	(45,610)	(41,728)
Repayments of subordinated loan and security agreement		(710,320)
Proceeds from issuance of unsecured subordinated promissory notes		5,131,789
Repayments of unsecured subordinated promissory notes		(500,000)
Net cash provided by (used in) financing activities	8,324,572	5,753,988
Net increase (decrease) in cash and cash equivalents	(3,894,233)	660,221
Cash and cash equivalents at beginning of period	15,916,141	1,500,582
Cash and cash equivalents at end of period	12,021,908	2,160,803
Supplemental disclosure of cash flow information:
Cash paid for interest	1,134,832	559,230
Cash paid for franchise taxes	800	6,480
Supplemental disclosure of noncash investing and financing activities:
Acquisition of property and equipment through finance financing		1,560,520
Addition of ROU assets from finance lease modification		$ 239,000
ROU assets obtained in exchange for finance lease obligations	1,273,511
Conversion of Subordinated Convertible Notes to common stock	$ 919,546

DESCRIPTION OF THE BUSINESS

DESCRIPTION OF THE BUSINESS	9 Months Ended
	Sep. 30, 2023
DESCRIPTION OF THE BUSINESS
DESCRIPTION OF THE BUSINESS	NOTE 1 — DESCRIPTION OF THE BUSINESS Company Organization ProSomnus, Inc., and its wholly owned subsidiaries, ProSomnus Holdings, Inc. and ProSomnus Sleep Technologies, Inc. (collectively, the “Company”) is an innovative medical technology company that develops, manufactures, and markets its proprietary line of precision intraoral medical devices for treating and managing patients with obstructive sleep apnea (“OSA”). The Company is located in Pleasanton, California and was incorporated as a Delaware company on May 3, 2022. Its accounting predecessor company, ProSomnus Sleep Technologies, Inc. was incorporated as a Delaware company on March 2, 2016.

BASIS OF ACCOUNTING AND SIGNIFI

BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or any future periods. The condensed consolidated balance sheet as of December 31, 2022 has been derived from audited financial statements at that date but does not include all of the information required by GAAP for complete financial statements. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. Liquidity and Management’s Plans The Company has incurred recurring losses from operations and recurring negative cash flows from operating activities. The Company expects operating losses and negative cash flows from operations to continue for the foreseeable future. The Company’s ability to continue as a going concern depends on its ability to execute on its plans to achieve revenue growth forecast, control operating costs, and obtain additional financing. The Company has developed a cash flow breakeven plan pursuant to which the Company expects to maintain positive cash balances and compliance with its debt covenants and commitments. The Company has commenced the implementation of its plan and believes the plan, when fully implemented as planned, will mitigate the liquidity risks identified. However, the Company’s operating plan may change as a result of many factors currently unknown and there can be no assurance that the current operating plan or cash flow break even plan will be achieved in the time frame anticipated by the Company. Furthermore, there can be no assurance that the Company will be able to obtain additional financing on terms acceptable to the Company, on a timely basis or at all. Based on the Company’s current level of expenditures and management’s future cash flow projections, the Company believes its cash and cash equivalents of $12.0 million and working capital of $6.1 million at September 30, 2023, may not be sufficient for the Company to continue operations as a going concern for at least one year from the issuance date of these condensed consolidated financial statements. Additionally, from July 1, 2023, the Convertible Notes (as defined in Note 7) require the Company to maintain a minimum cash balance of $4.5 million on the first of each calendar month. The Company believes that without the successful and full implementation of its cash flow breakeven plan, these factors raise substantial doubt about its ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and disclosure of contingent assets and liabilities. Actual results could differ from these estimates, and such differences could materially affect the results of operations reported in future periods. The Company’s significant estimates in these condensed consolidated financial statements relate to the fair values, and the underlying assumptions used to formulate such fair values, of its Series A Preferred Stock, Convertible Notes, earn-out liability, and warrants. Estimates also include the allowance for doubtful accounts receivable, warranty and earned discount accruals, measurements of tax assets and liabilities and stock-based compensation. Fair Value of Financial Instruments The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. This accounting standard establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs that may be used to measure fair value: Level 1 Inputs — Level 2 Inputs — Level 3 Inputs — no Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The Company’s financial instruments consist primarily of cash equivalents, accounts receivable (net of allowance for doubtful accounts), accounts payable and accrued expenses, long-term debt instruments, earnout and warrant liabilities. The carrying values of our working capital balances are representative of their fair values due to their short-term maturities. The carrying value of our equipment financing obligation is considered to approximate its fair value because the interest rate is comparable to current rates for financing available to us. Under the fair value option as prescribed by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 825, Financial Instruments The following tables provide a summary of the financial instruments that are measured at fair value on a recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 ​ Fair Value Level 1 Level 2 Level 3 Senior Convertible Notes ​ $ 13,286,405 ​ $ — ​ $ — $ 13,286,405 Subordinated Convertible Notes ​ ​ 18,720,000 ​ ​ — ​ ​ — ​ ​ 18,720,000 Earnout liability ​ ​ 730,000 ​ ​ — ​ ​ — ​ ​ 730,000 Warrant liability ​ ​ 134,043 ​ ​ — ​ ​ — ​ ​ 134,043 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Fair Value Level 1 Level 2 Level 3 Senior Convertible Notes ​ $ 13,651,000 ​ $ — ​ $ — $ 13,651,000 Subordinated Convertible Notes ​ ​ 10,355,681 ​ ​ — ​ ​ — ​ ​ 10,355,681 Earnout liability ​ ​ 12,810,000 ​ ​ — ​ ​ — ​ ​ 12,810,000 Warrant liability ​ ​ 1,991,503 ​ ​ — ​ ​ — ​ ​ 1,991,503 ​ A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Cash and Cash Equivalents The Company considers all demand deposits with an original maturity to the Company of 90 days or less as cash and cash equivalents. The Company places its cash and cash equivalents with high credit-quality financial institutions. As of September 30, 2023 and December 31, 2022, the Company had $12.0 million and $15.9 million of cash and no cash equivalents, respectively, which includes restricted cash of $0.7 million at September 30 , 2023 consisting of a letter of credit on hand w ith the Compan y' s financial institution as collateral for an office lease. Convertible Notes The Company accounts for its Senior Convertible Notes and Subordinated Convertible Notes (as defined below), as derivatives in accordance with, ASC 815-10, Derivatives and Hedging, and ASC 815-15, Embedded Derivatives, depending on the nature of the derivative instrument. ASC 815 requires each contract that is not a derivative in its entirety be assessed to determine whether it contains embedded derivatives that are required to be bifurcated and accounted for as a derivative financial instrument. The embedded derivative is bifurcated from the host contract and accounted for as a freestanding derivative if the combined instrument is not accounted for in its entirety at fair value with changes in fair value recorded in earnings, the terms of the embedded derivative are not clearly and closely related to the economic characteristics of the host contract, and a separate instrument with the same terms as the embedded derivative would qualify as a derivative instrument. Embedded derivatives are measured at fair value and remeasured at each subsequent reporting period, and recorded within convertible notes, net on the accompanying condensed consolidated balance sheets and changes in fair value recorded in other expense within the condensed consolidated statements of operations. Debt discounts under these arrangements are amortized to interest expense using the interest method over the earlier of the term of the related debt or their earliest date of redemption. The Company has analyzed the redemption, conversion, settlement, and other derivative instrument features of its Convertible Notes. ● The Company identified that the (i) redemption features, (ii) lender’s optional conversion feature, (iii) lender’s optional conversion upon merger event feature and (iv) additional interest rate upon certain events feature meet the definition of a derivative. The Company analyzed the scope exception for all the above features under ASC 815-10-15-74(a). ● Based on the further analysis, the Company identified that the (i) lender’s optional conversion feature, (ii) lender’s optional conversion upon merger event feature and (iii) additional interest rate upon certain events feature, do not meet the settlement criteria to be considered indexed to equity. The Company concluded that each of these features should be classified as a derivative liability measured at fair value with the changes in fair value in the condensed consolidated statement of operations. ● The Company also identified that the redemption features are settled in cash and do not meet the indexed to equity and the equity classification scope exception, thus, they must be bifurcated from the Convertible Notes and accounted for separately at fair value on a recurring basis reflecting the changes in fair value in the condensed consolidated statement of operations. The Company determined the Convertible Notes contained multiple embedded derivatives that are required to be bifurcated, two of which are conversion features. As per ASC 815, the fair value election is allowable provided the debt was not issued at a substantial premium. The Company concluded that the Convertible Notes were not issued at a premium and hence the Company elected the fair value option under ASC 815-15-25. The Company elected to record changes in fair value through the condensed consolidated statement of operations as a fair value adjustment of the convertible debt each reporting period (with the portion of the change that results from a change in the instrument-specific credit risk recorded separately in other comprehensive income, if applicable). The Company has elected to separately present interest expense related to the Convertible Notes within the condensed consolidated statement of operations. Thus, the multiple embedded derivatives do not need to be separately bifurcated and fair valued. The Convertible Notes are reflected at their respective fair values on the condensed consolidated balance sheets. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and then remeasured at fair value at each balance sheet date thereafter. Changes in the estimated fair value of the liability classified warrants are recognized as other income or expense on the condensed consolidated statements of operations. Revenue Recognition The Company creates customized precision milled intraoral devices. When devices are sold, they include an assurance-type warranty guaranteeing the fit and finish of the product for a period of 3 years The Company recognizes revenue upon meeting the following criteria: ● Identifying the contract with a customer: customers submit authorized prescriptions and oral impressions to the Company. Authorized prescriptions constitute the contract with customers. ● Identifying the performance obligations within the contract: The sole performance obligation is the shipment of a completed customized intraoral device. ● Determining the transaction price: Prices are determined by standardized pricing sheets and adjusted for estimated returns, discounts, and allowances. ● Allocating the transaction price to the performance obligations: The full transaction price is allocated to the shipment of the completed intraoral device as it is the only element in the transaction. ● Recognizing revenue as the performance obligation is satisfied at a point in time: revenue is recognized upon transfer of control which occurs upon shipment of the product. The Company does not require collateral or any other form of security from customers. Inbound shipping and handling costs related to sales are billed to customers. We charge for inbound shipping/handling and the costs are classified as Cost of Revenue. Outbound shipping costs are not billed to customers and are included in sales and marketing expenses. Taxes collected from customers and remitted to governmental authorities are excluded from revenue. Standalone selling price for the various intraoral device models are determined using the Company’s standard pricing sheet. The Company invoices customers upon shipment of the product and invoices are due within 30 days. Amounts that have been invoiced are recorded in accounts receivable and revenue as all revenue recognition criteria have been met. Given the nominal value of each transaction, the Company does not offer a financing component related to its revenue arrangements. Leases The Company assesses at contract inception whether a contract is, or contains, a lease. Generally, the Company determines that a lease exists when (1) the contract involves the use of a distinct identified asset, (2) the Company obtains the right At the lease commencement date, the Company recognizes a right-of-use asset and a lease liability for all leases, except short term leases with an original term of twelve months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, less any lease incentives received. All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using an estimate of the Company’s incremental borrowing rate for a collateralized loan with the same term as the underlying leases for operating leases and the implied rate in the lease agreement for finance leases. Lease payments included in the measurement of lease liabilities consist of (1) fixed lease payments for the noncancelable lease term, (2) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (3) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. The Company’s real estate operating lease agreement requires variable lease payments that do not depend on an underlying index or rate established at lease commencement. Such payments and changes in payments are recognized in operating expenses when incurred. Lease expense for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. Lease expense for finance leases consists of the amortization of assets obtained under finance leases on a straight-line basis over the lease term and interest expense on the lease liability based on the discount rate at lease commencement. Net Loss per Share Attributable to Common Stockholders Basic net loss per share attributable to Common Stockholders is calculated by dividing the net loss attributable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the period, without consideration for Common Stock equivalents. Diluted net loss per share attributable to Common Stockholders is the same as basic net loss per share attributable to Common Stockholders, since the effects of potentially dilutive securities are antidilutive. Reclassifications Certain prior year balances have been reclassified in order to conform to the current period presentation. These reclassifications have no impact on previously reported earnings or cash flows. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company continues to monitor new accounting pronouncements issued by the FASB and does not believe any accounting pronouncements issued through the date of this report will have a material impact on the Company's consolidated financial statements.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2023
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT	NOTE 3 — PROPERTY AND EQUIPMENT Property and equipment consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 December 31, 2022 Manufacturing equipment ​ $ 3,626,396 ​ $ 2,516,859 Computers and software ​ 1,621,474 ​ 1,608,075 Leasehold improvements ​ 822,134 ​ 441,956 Furniture ​ — ​ 27,587 ​ ​ 6,070,004 ​ 4,594,477 Less accumulated depreciation and amortization ​ (2,330,383) ​ (2,190,075) Property and equipment, net ​ $ 3,739,621 ​ $ 2,404,402 ​ Depreciation and amortization expense for property and equipment was $0.4 million and $0.2 million for the three months ended September 30, 2023 and 2022, respectively, and $0.6 million and $0.3 million for the nine months ended September 30, 2023 and 2022, respectively. During the nine months ended September 30, 2023, the Company disposed of property and equipment of $0.7 million which had an accumulated depreciation and amortization balance of $0.6 million. The resulting $0.1 million loss on disposal is reflected in the condensed consolidated statement of operations as other expense.

INVENTORY

INVENTORY	9 Months Ended
	Sep. 30, 2023
INVENTORY
INVENTORY	NOTE 4 — INVENTORY Inventory consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 December 31, 2022 Raw materials ​ $ 1,509,768 ​ $ 561,726 Work-in-process ​ 140,329 ​ 78,219 ​ ​ $ 1,650,097 ​ $ 639,945 ​ The Company did not have any excess or obsolete inventory reserves at September 30, 2023 and December 31, 2022.

ACCRUED EXPENSES

ACCRUED EXPENSES	9 Months Ended
	Sep. 30, 2023
ACCRUED EXPENSES
ACCRUED EXPENSES	NOTE 5 — ACCRUED EXPENSES Accrued expenses consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 December 31, 2022 Compensation related accruals ​ $ 3,274,248 ​ $ 2,104,008 Marketing programs ​ ​ 940,930 ​ ​ 611,642 Interest ​ ​ 381,595 ​ ​ 110,239 Warranty ​ ​ 464,812 ​ ​ 269,496 Professional fees ​ ​ 1,873,278 ​ ​ 129,169 Inventory purchases and freight ​ ​ 1,242,311 ​ ​ — Other ​ ​ 196,308 ​ ​ 481,540 ​ ​ $ 8,373,482 ​ $ 3,706,094 ​

LEASES

LEASES	9 Months Ended
	Sep. 30, 2023
LEASES
LEASES	NOTE 6 — LEASES The Company’s previous corporate office lease had a remaining term of approximately one year as of December 31, 2022. On February 28, 2023, the Company abandoned the previous corporate office premises. There is no new cash inflow generated or expected from the sale or sublease of property and leasehold improvements at the location. The Company recorded an impairment loss of $0.2 million on the right of use (“ROU”) operating lease assets and accrued liabilities of $0.1 million in anticipation of expected common area maintenance payments on the lease through December 31, 2023. The impairment loss and the accrued expenses are reflected as other expense in the condensed consolidated statements of operations for the three and nine months ended September 30, 2023. On May 17, 2022, the Company signed a ten-year lease for the Company’s new corporate headquarters. The lease commenced on December 15, 2022. The monthly payment is approximately $0.1 million and is subject to stated annual escalations. The Company received five months of free rent. The Company’s finance leases consist of various machinery, equipment, computer-related equipment, or software and have remaining terms from less than one year to five years. ​ The components of the Company’s lease cost, weighted average lease terms and discount rates are presented in the tables below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, ​ ​ 2023 ​ 2022 ​ 2023 ​ 2022 Lease Cost: ​ ​ ​ ​ Operating lease cost ​ $ 223,304 ​ $ 68,709 ​ $ 711,661 ​ $ 206,126 Finance lease cost: ​ ​ ​ ​ Amortization of assets obtained under finance leases ​ $ 285,251 ​ $ 274,712 ​ $ 681,763 ​ $ 597,904 Interest on lease liabilities ​ ​ 126,880 ​ ​ 104,409 ​ ​ 282,990 ​ ​ 223,263 ​ ​ $ 412,131 ​ $ 379,121 ​ $ 964,753 ​ $ 821,167 ​ ​ ​ ​ ​ ​ ​ Lease term and discount rate Weighted average discount rate: Weighted average remaining lease term: As of September 30, 2023 ​ ​ ​ ​ Operating leases ​ 10.0 % 9.3 years Finance leases ​ 10.2 % 3.2 years ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ September 30, 2023 Cash paid for amounts included in the measurement of lease liabilities: ​ Operating cash flows from operating leases ​ $ 355,060 Operating cash flows from finance leases ​ ​ 246,879 Financing cash flows from finance leases ​ ​ 1,026,701 ​ Right-of-use assets consisted of the following as of September 30, 2023: ​ ​ ​ ​ ​ ​ ​ Total Manufacturing equipment $ 5,237,167 Computers and software ​ ​ 700,234 Leasehold improvements ​ 218,244 Total ​ 6,155,645 Less accumulated amortization ​ (2,623,405) Right-of-use assets for finance leases ​ 3,532,240 Right-of-use assets for operating leases ​ 5,154,399 Total right-of-use assets ​ $ 8,686,639 ​ At September 30, 2023, the following table presents maturities of the Company’s finance lease liabilities: ​ ​ ​ ​ ​ Nine months ended September 30, 2023 Total 2023 (remaining three months) ​ $ 576,315 2024 ​ ​ 1,287,461 2025 ​ 1,057,500 2026 ​ ​ 739,115 2027 ​ ​ 192,568 Thereafter ​ ​ 47,300 Total minimum lease payments ​ ​ 3,900,259 Less amount representing interest ​ ​ (563,452) Present value of minimum lease payments ​ ​ 3,336,807 Less current portion ​ ​ (1,109,899) Finance lease obligations, less current portion ​ $ 2,226,908 ​ At September 30, 2023, the following ​ ​ ​ ​ ​ Nine months ended September 30, 2023 Total 2023 (remaining three months) ​ $ 379,887 2024 ​ ​ 842,553 2025 ​ ​ 867,831 2026 ​ 893,862 2027 ​ ​ 920,679 Thereafter ​ ​ 4,761,873 Total minimum lease payments ​ 8,666,685 Less: amount representing interest ​ (3,107,847) Present value of minimum lease payments ​ 5,558,838 Less: current portion ​ (290,869) Operating lease liabilities, less current portion ​ $ 5,267,969 ​ ​ ​ ​ ​

DEBT

DEBT	9 Months Ended
	Sep. 30, 2023
DEBT
DEBT	NOTE 7 — DEBT Equipment Financing Obligation The Company’s future principal maturities under the equipment financing obligation are summarized as follows: ​ ​ ​ ​ ​ At September 30, 2023 Total 2023 (remaining three months) ​ $ 13,363 2024 ​ ​ 56,995 2025 ​ 63,698 2026 ​ ​ 64,952 Total principal maturities ​ ​ 199,008 Less: current portion ​ ​ (55,510) Equipment financing obligation, net of current portion ​ $ 143,498 ​ Subordinated Notes The Company received advances under subordinated promissory note agreements for total proceeds of $0.4 million during the nine months ended September 30, 2022. No issuance costs were incurred. Bridge Loans (Unsecured Subordinated Promissory Notes) During the nine months ended September 30, 2022, the Company received proceeds of $5.1 million from unsecured subordinated promissory notes (the “Bridge Loans”). Prior to the closing of our December 2022 merger (the “Business Combination”), the Bridge Loans were converted into Series A Redeemable Convertible Preferred Stock. During March 2022, $0.5 million of the Bridge Loans were repaid. The primary stockholder of the Company was the borrower on this Bridge Loan, and a representative of this primary stockholder is a member of the Company’s board of directors (“Board of Directors”). Convertible Debt Agreements Senior Convertible Notes On December 6, 2022, the Company entered into the Indenture for Senior Secured Convertible Notes due December 6, 2025, dated December 6, 2022 by and among the Company, ProSomnus Holdings and ProSomnus Sleep Technologies, as guarantors, and Wilmington Trust, National Association, as trustee and collateral agent (as amended, the “Senior Indenture”), and issued Senior Secured Convertible Notes, due December 6, 2025 (the “Existing Senior Convertible Notes”), with an aggregate principal amount of $16.96 million, pursuant to the senior securities purchase agreement, dated August 26, 2022. In connection with the closing of the offering of the Existing Senior Convertible Notes, the Company issued 36,469 shares of Common Stock and 169,597 warrants (the “Existing Senior Convertible Notes Warrants”) to purchase Common Stock. The Existing Senior Convertible Notes Warrants entitle the note holders to purchase shares of Common Stock, subject to adjustment, at a purchase price per share of $11.50. The debt bears interest at 9% per annum. Interest is payable in cash quarterly. On June 29, 2023, the Company entered into the First Supplemental Indenture, dated as of June 29, 2023, by and among the Company, ProSomnus Holdings and ProSomnus Sleep Technologies, as guarantors, and Wilmington Trust, National Association ​ On September 20, 2023, the Company entered into the Second Supplemental Indenture (the “Second Senior Supplemental Indenture”) to the Senior Indenture, by and among the Company, , as guarantors, and Wilmington Trust, National Association, as trustee and collateral agent. The Second Senior Supplemental Indenture amends the Senior Indenture to, among other things, permit the sale of the securities underlying the convertible debt (the “Securities”) and the Exchanges. ​ Subordinated Convertible Notes On December 6, 2022, the Company entered into that certain Indenture for Subordinated Secured Convertible Notes due April 6, 2026, dated December 6, 2022 by and among the Company, ProSomnus Holdings and ProSomnus Sleep Technologies, as guarantors, and Wilmington Trust, National Association, as trustee and collateral agent (as amended, the “Subordinated Indenture”), and issued the Subordinated Secured Convertible Notes due April 6, 2026 (“Existing Subordinated Convertible Notes” and, together with the Existing Senior Convertible Notes, the “Existing Convertible Notes”), with an aggregate principal amount of approximately $17.45 million, pursuant to the previously disclosed Subordinated Securities Purchase Agreement, dated August 26, 2022. In connection with the closing of the offering, the Company issued 290,244 shares of Common Stock and 1,745,310 warrants (“Subordinated Convertible Notes Warrants” and, together with the Senior Convertible Notes Warrants, the “Convertible Notes Warrants”) to purchase Common Stock to certain Convertible Debt holders. The debt has an interest rate of Prime Rate plus an additional 9% per annum with a term of 3 years. Interest is due quarterly in cash or in kind at the option of the Company. ​ On June 29, 2023, the Company entered into the First Supplemental Indenture, dated as of June 29, 2023, by and among the Company, ProSomnus Holdings and ProSomnus Sleep Technologies, as guarantors, and Wilmington Trust, National Association First Subordinated Supplemental Indenture”) ​ On September 8, 2023, the Company issued 192,381 shares of Common Stock in connection with a notice of conversion from a holder of the Company’s Subordinated Convertible Notes, pursuant to which such holder irrevocably exercised its right to convert $1,000,000 principal amount. The Company recorded the fair value of the principal amount and accrued interest converted of $0.9 million as Common Stock and additional paid-in capital. ​ On September 20, 2023, the Company entered into the Second Supplemental Indenture (the “Second Subordinated Supplemental Indenture”) to the Subordinated Indenture, pursuant to which the Company issued the Existing Subordinated Convertible Notes. The Second Subordinated Supplemental Indenture amends the Subordinated Indenture to, among other things, permit the sale of the Securities and the Exchanges. ​ Financing Transaction (the “Securities Purchase Agreement”, and the transactions contemplated by the Securities Purchase Agreement, the “Financing Transaction”) with certain third-party and related party investors (the “Investors”), pursuant to which the Company issued (i) an aggregate of 10,426 shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), for an aggregate purchase price of $10.4 million at a per share purchase price of $1,000 , and (ii) (A) with respect to Investors that held the Existing Convertible Notes, new convertible notes on substantially similar terms to such Noteholder Investor’s Existing Convertible Notes other than that such new notes will be convertible into shares of Common Stock, at a conversion price of $1.00 per share subject to the terms and conditions of the applicable new indenture pursuant to which the applicable series of New Notes have been issued by the Company (the “New Notes”), in exchange for such Noteholder Investor’s portion of the principal amount outstanding of the Existing Notes (the “Exchanges”) pursuant to exchange agreements entered into between the Company and each of the Noteholder Investors (together, the “Exchange Agreements”) and/or (B) warrants to purchase shares of Common Stock at an exercise price of $1.00 per share (such warrants, the “Transaction Warrants”) ​ . ​ ​ ​ ​ ​ ● The Series A Preferred Stock cannot be converted into more than 19.95% of the number of shares of Common Stock outstanding as of the date of the SPA; ● The Transaction Warrants are not exercisable; ● The Series A Preferred Stock held by directors and officers of the Company is not convertible into Common Stock; and ● The New Notes are not convertible at the reduced $1.00 conversion rate. ​ ​ ​ a. The transaction resulted in a modification of an embedded conversion option, from which the change in the fair value of the embedded conversion option (calculated as the difference between the fair value of the embedded conversion option immediately before and after the modification or exchange) is at least 10 percent of the carrying amount of the original debt instrument immediately before the modification or exchange. ​ b. The transaction resulted in a modification or an exchange of debt instruments that adds a substantive conversion option. ​ Accordingly, the Company accounted for the transaction as an extinguishment of the original debt and the recognition of new debt, which is initially measured at its fair value. The fair value of the new debt is used to determine the debt extinguishment gain or loss to be recognized. The Company assessed the classification of the Transaction Warrants issued in connection with the Financing Transaction and determined that the Transaction Warrants are equity classified. As discussed in Note 9, the Company determined that the Series A Preferred Stock is mezzanine classified and therefore should be initially recognized at fair value. ​ The following table summarizes the computation of the loss on debt extinguishment recognized during the three months ended September 30, 2023: ​ ​ ​ ​ ​ ​ Amount Fair value - Senior Convertible Notes (pre-financing) ​ $ 2,456,607 Fair value - Subordinated Convertible Notes (pre-financing) ​ 7,616,902 ​ ​ 10,073,509 Less consideration transferred to Noteholder Investors: ​ ​ Fees paid to Noteholder Investors ​ (62,620) Fair value of Series A Preferred Stock ​ (7,807,681) Fair value of warrants ​ (787,250) Fair value of Senior Convertible Notes (post-financing) ​ (3,599,388) Fair value of Subordinated Convertible Notes (post-financing) ​ (13,935,613) ​ ​ (26,192,552) Plus consideration received from Noteholder Investors: ​ ​ Cash ​ 6,376,000 ​ ​ ​ Loss on Debt Extinguishment: ​ ($ 9,743,043) ​ ​ ​ ​ ​ ​ Cash proceeds received ​ $ 3,150,000 Less: fair value of Series A Preferred Stock ​ (3,857,308) Less: fair value of warrants ​ (1,765,607) Other financing expense ​ ($ 2,472,915) ​ ​ Fair Value Election The Company has elected to measure the Convertible Notes, including the New Notes, in their entirety at fair value with changes in fair value recognized as non-operating gain or loss in the consolidated statements of operations (with the portion of the change that results from a change in the instrument-specific credit risk recorded separately in other comprehensive income, if applicable). The estimated fair values of the convertible debt were determined using a Monte Carlo Simulation method. We simulated the stock price using a Geometric Brownian Motion until maturity. For each simulation path we calculated the convertible bond value at maturity and then discount that back to the valuation date. The following assumptions were used as of September 30, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Monte Carlo Simulation Assumptions ​ ​ ​ Asset ​ ​ Risky ​ Expected ​ Risk-Free ​ As of September 30, 2023 ​ Price ​ ​ Yield Volatility Interest Rate Senior Convertible Notes ​ $ 1.04 ​ ​ 26.70 % 60 % 4.99 % Subordinated Convertible Notes ​ ​ 1.04 ​ ​ 36.10 % 60 % 4.91 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Monte Carlo Simulation Assumptions ​ ​ Asset ​ ​ Risky ​ Expected ​ Risk-Free ​ As of December 31, 2022 ​ Price ​ ​ Yield Volatility Interest Rate Senior Convertible Notes ​ $ 5.56 ​ ​ 31.80 % 45 % 4.23 % Subordinated Convertible Notes ​ ​ 5.56 ​ ​ 41.20 % 45 % 4.19 % ​ The following is a summary of changes in fair value of the Convertible Notes for three and nine months ended September 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Senior Convertible Notes ​ Subordinated Convertible Notes Beginning fair value, January 1, 2023 ​ $ 13,651,000 ​ $ 10,355,681 Paid-in-kind interest ​ ​ — ​ ​ 723,699 Change in fair value of debt ​ ​ 827,000 ​ ​ 1,000,000 Fair value as of March 31, 2023 ​ ​ 14,478,000 ​ ​ 12,079,380 Paid-in-kind interest ​ ​ — ​ ​ 793,594 Change in fair value of debt ​ ​ (1,549,596) ​ ​ 2,352,026 Fair value as of June 30, 2023 ​ ​ 12,928,404 ​ ​ 15,225,000 Paid-in-kind interest ​ ​ — ​ ​ 1,010,814 Conversion of Subordinated ​ ​ — ​ ​ (919,568) Increase in fair value of debt in connection ​ ​ 1,142,781 ​ ​ 6,318,711 Change in fair value of debt ​ ​ (784,780) ​ ​ (2,914,956) Ending fair value, September 30, 2023 ​ $ 13,286,405 ​ $ 18,720,000 ​ ​

COMMON STOCK WARRANTS

COMMON STOCK WARRANTS	9 Months Ended
	Sep. 30, 2023
COMMON STOCK WARRANTS
COMMON STOCK WARRANTS	NOTE 8 – COMMON STOCK WARRANTS ​ Estimated Fair Value of Outstanding Warrants Classified as Liabilities The estimated fair value of outstanding warrants classified as liabilities is determined at each consolidated balance sheet date. Any decrease or increase in the estimated fair value of the warrant liability since the most recently reported balance sheet date is recorded in the consolidated statements of operations as a change in fair value of warrant liability. The fair value of the outstanding warrants accounted for as liabilities as of September 30, 2023 and December 31, 2022 use Level 3 inputs and are calculated using the Black-Scholes option pricing model with the following assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercise ​ Asset ​ Dividend ​ Expected ​ Risk-Free ​ Expected As of September 30, 2023 ​ Price ​ Price ​ Yield Volatility Interest Rate Life Convertible Notes Warrants ​ $ 11.50 ​ $ 1.04 ​ 0 % 65 % 4.70 % 4.18 years ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercise ​ Asset ​ Dividend ​ Expected ​ Risk-Free ​ Expected As of December 31, 2022 ​ Price ​ Price ​ Yield Volatility Interest Rate Life Convertible Notes Warrants ​ $ 11.50 ​ $ 5.56 ​ 0 % 40 % 4.00 % 4.93 years ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The changes in fair value of the outstanding warrants classified as liabilities for the three and nine months ended September 30, 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ Convertible Notes Warrants Warrant liability, January 1, 2023 ​ $ 1,991,503 Change in fair value ​ ​ 842,559 Warrant liability, March 31, 2023 ​ ​ 2,834,062 Change in fair value ​ ​ (2,106,398) Warrant liability, June 30, 2023 ​ ​ 727,664 Change in fair value ​ ​ (593,621) Warrant liability, September 30, 2023 ​ $ 134,043 ​ As of September 30, 2023 and December 31, 2022, there were 9,151,704 and 4,597,180 equity classified warrants outstanding, respectively.

REDEEMABLE CONVERTIBLE PREFERRE

REDEEMABLE CONVERTIBLE PREFERRED STOCK	9 Months Ended
	Sep. 30, 2023
REDEEMABLE CONVERTIBLE PREFERRED STOCK
REDEEMABLE CONVERTIBLE PREFERRED STOCK	NOTE 9 – REDEEMABLE CONVERTIBLE PREFERRED STOCK ​ Our Board of Directors has designated 25,000 shares of preferred stock as Series A Preferred Stock. The Series A Preferred Stock has no maturity and is not subject to any sinking fund or redemption and will remain outstanding indefinitely unless and until converted by the holder or the Company redeems or otherwise repurchases the Series A Preferred Stock. ​ In September 2023, the Company issued 9,526 shares of Series A Preferred Stock and the corresponding Transaction Warrants to the Investors (see Note 7) in exchange for total cash proceeds of $9.5 million. In October 2023, the Company issued 900 shares of Series A Preferred Stock and the corresponding Transaction Warrants in exchange for total cash proceeds of $0.9 million. ​ Dividends ​ Dividends on each share of Series A Preferred Stock are payable at the rate of 8% (the “Dividend Rate”) of the purchase price of $1,000.00 per share (the “Stated Value”). ​ Dividends are payable in shares of Common Stock (a “PIK Dividend”). The number of dividend shares is equal to the Stated Value of each such share of Series A Preferred Stock multiplied by the dividend rate of 8.0% per annum and divided by $1.00, as adjusted from time to time for any stock split, stock dividend, recapitalization or otherwise, computed on the basis of a 360-day year and twelve 30-day months. Any fractional shares of a PIK Dividend will be rounded to the nearest whole share. All shares of Common Stock issued in payment of a PIK Dividend will be duly authorized, validly issued, fully paid and non-assessable. Dividends will accumulate whether or not the Company has earnings, there are funds legally available for the payment of those dividends and whether or not those dividends are declared by the Company’s Board of Directors. Conversion Features ​ Each share of Series A Preferred Stock is convertible at any time and in the sole discretion of the holder, into shares of Common Stock at a conversion rate of $1.00 per share (the “Conversion Rate”) plus any accrued but unissued PIK Dividends, when converted, subject to certain restrictions on conversion prior to the Company obtaining stockholder approval. If the Company issues or sells Common Stock at a price below the current conversion rate of $1.00 per share, the conversion rate will be adjusted downward immediately following the dilutive issuance. The new conversion rate will be calculated based on a formula that takes into account the previous conversion rate, number of shares outstanding before and after issuance, and the consideration received by the Company in connection with the dilutive issuance. Certain types of agreements to sell Common Stock at market pricing will be evaluated on a quarterly basis or immediately prior to a Liquidation Event for purposes of determining if they collectively constitute a dilutive issuance. ​ Following receipt of the stockholder approval, the Company can initiate a mandatory conversion at any time when the resale of issued Common Stock is covered under an effective registration statement or can be sold without volume limitations under Rule 144 (or successor rule), as determined by the counsel to the Company. The Series A Preferred Stock will automatically convert into shares of Common Stock at the Conversion Rate, as follows: (i) 50% of the issued and outstanding Series A Preferred Stock will convert into shares of Common Stock if the Volume-weighted average price (VWAP) trading price for the shares of Common Stock are trading on a national exchange is greater than $4.50 per share for twenty of any thirty consecutive trading days, and (ii) the remaining issued and outstanding Series A Preferred Stock will convert into shares of Common Stock if the VWAP trading price for the shares of Common Stock are trading on a national exchange greater than $6.00 per share for twenty of any thirty consecutive trading days. ​ The Company analyzed the embedded conversion options for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the conversion options are equity classified. ​ The Company is restricted from issuing shares of Common Stock exceeding 19.95% of the outstanding Common Stock (the “Exchange Cap”), unless approved by the Company’s stockholders, with each holder of Series A Preferred Stock only able to convert their proportional percentage of the shares allowable under the Exchange Cap. The Company is required to call a meeting of stockholders within 90 days of the Initial Closing to vote on the issuance of shares above the Exchange Cap. ​ Voting Rights ​ ​ Liquidation Preferences and Redemption Rights ​ The Series A Preferred Stock has senior ranking over Common Stock of the Company, and junior to the Company’s indebtedness, in each case for purposes of dividends, distributions, and payments in a liquidation event. ​ In the event of a liquidation event, holders of Series A Preferred Stock are entitled to receive in cash out of the assets of the Company legally available, whether from capital or from earnings available for distribution to its stockholders, before any amount shall be paid to the holders of Common Stock, an amount in cash per share of Series A Preferred Stock equal to the greater of: (i) 150% of the Stated Value and ​ The Series A Preferred Stock are redeemable upon the occurrence of any transaction or series of related transactions pursuant to which the Company effects (i) any merger or consolidation of the Company where the Company is not the surviving entity, (ii) any sale of all or substantially all of its assets, or (iii) any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (a “Fundamental Transaction”). In the event of a Fundamental Transaction, holders of Series A Preferred Stock are entitled to receive in cash the greatest of: (i) 150% of the Stated Value, ​ As part of the Company’s analysis of the classification of the Series A Preferred Stock, the Company considered the guidance in ASC 480-10-S99-3A and in particular paragraphs 2 and 3f, which require preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable upon the occurrence of an event that is not solely within the control of the issuer. Due to the consideration payable upon a Fundamental Transaction and the liquidation preferences of the Series A Preferred Stock providing for payout on the Series A Preferred Stock prior to payment to the Common Stockholders, the Company cannot avail itself of the limited exception of paragraph ASC 480-10-S99-3A-3f. As a result, the Company concluded that the Series A Preferred Stock are subject to ASR 268, Presentation in Financial Statements of “Redeemable Preferred Stocks,” and should be classified outside of permanent equity.

COMMON STOCK

COMMON STOCK	9 Months Ended
	Sep. 30, 2023
COMMON STOCK
COMMON STOCK	NOTE 10 – COMMON STOCK The Company has reserved shares of Common Stock for the following as of September 30, 2023: ​ ​ ​ ​ 2022 Equity Incentive Plan reserve 2,411,283 Reserve for earn-out shares ​ 3,000,000 Reserve for exercise of warrants ​ 12,014,300 Reserve for convertible debt ​ 18,945,919 Employee stock purchase plan ​ 500,000 Total 36,871,502 ​ ​

EARN-OUT SHARES

EARN-OUT SHARES	9 Months Ended
	Sep. 30, 2023
EARN-OUT SHARES
EARN-OUT SHARES	NOTE 11 - EARN-OUT SHARES ​ In connection with the Business Combination, certain of the Company’s original stockholders are entitled to receive up to 3,000,000 Earn-out shares in three tranches: (1) the first tranche of 1,000,000 Earn-out shares will be issued when the volume-weighted average price per share of the Company’s Common Stock is $12.50 or greater for 20 trading days in any consecutive 30 trading day period commencing 6 months after the Closing and ending at the third anniversary of the Closing; (2) the second tranche of 1,000,000 Earn-out shares will be issued when the volume-weighted average price per share of the Company’s Common Stock is $15.00 or greater for 20 trading days in any consecutive 30 trading day period commencing 6 months after the Closing and ending at the third anniversary of the Closing; and · (3) the third tranche of 1,000,000 Earn-out shares will be issued when the volume-weighted average price per share of the Company’s Common Stock is $17.50 or greater for 20 trading days in any consecutive 30 trading day period commencing 6 months after the Closing and ending at the third anniversary of the Closing. The Earn-out shares will be allocated among the Company’s stockholders in proportion to the number of shares issued to them at the closing that continue to be held by them. Due to the variability in the number of Earn-out shares at settlement which could change upon a control event, the Earn-out arrangement contains a settlement provision that violates the indexation guidance under ASC 815-40 and liability classification is required. The Company recorded the earnout liability initially at fair value, and subsequently remeasures the liability with changes in fair value recorded in the consolidated statement of operations at each reporting period. The changes in fair value of the earnout liability for the three and nine months ended September 30, 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ Earnout Liability Earnout liability, January 1, 2023 ​ $ 12,810,000 Change in fair value ​ ​ (1,500,000) Earnout liability, March 31, 2023 ​ ​ 11,310,000 Change in fair value ​ ​ (6,700,000) Earnout liability, June 30, 2023 ​ ​ 4,610,000 Change in fair value ​ ​ (3,880,000) Earnout liability, September 30, 2023 ​ $ 730,000 ​

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2023
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION	NOTE 12 — STOCK-BASED COMPENSATION During May 2023, the Company issued 20,000 shares of Common Stock to a consultant for services received. The fair value of the shares issued of $0.2 million was recognized as a selling, general and administrative expense with a corresponding credit to additional paid-in capital. As of September 30, 2023, the Company has 339,000 shares of Common Stock in escrow for any merger consideration adjustments which are expected to be released from escrow within twelve months from the date of the Business Combination 2022 Equity Incentive Plan During the nine months ended September 30, 2023, the Company granted 1,478,915 options under the 2022 Equity Incentive plan to certain employees and consultants of the Company. Stock option activity for the nine months ended September 30, 2023 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ Remaining ​ ​ Aggregate ​ Shares Exercise Price ​ Contractual Term ​ ​ Intrinsic Value Outstanding at January 1, 2023 — $ — ​ ​ ​ ​ ​ Granted ​ 1,478,915 ​ ​ 5.20 ​ ​ ​ ​ ​ Exercised ​ — ​ ​ — ​ ​ ​ ​ ​ Cancelled ​ (98,232) ​ ​ 5.20 ​ ​ ​ ​ ​ Outstanding at September 30, 2023 ​ 1,380,683 ​ $ 5.20 ​ 9.34 years ​ $ — Exercisable at September 30, 2023 ​ — ​ ​ — ​ — ​ ​ — Vested and expected to vest as of September 30, 2023 ​ 1,380,683 ​ $ 5.20 ​ 9.34 years ​ $ — ​ As of September 30, 2023, and December 31, 2022, there were no exercisable or vested options. ​ The weighted-average grant date fair value of options granted during the nine months ended September 30, 2023 was $2.91. The Company estimated the fair value of stock options using the Black-Scholes option pricing model. The fair value of the stock options was estimated using the following weighted average assumptions: ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ September 30, 2023 Dividend yield ​ 0.0% Expected volatility ​ 55.0% Risk-free interest rate ​ 3.6% Expected life ​ 6.2 years ​ Dividend Rate Expected Volatility Risk-Free Interest Rate Expected Term Forfeiture Rate The Company has recorded stock-based compensation expense for the three and nine months ended September 30, 2023 related to the grants of stock option awards to employees and nonemployees in the condensed consolidated statement of operations as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Nine Months Ended ​ ​ September 30, 2023 ​ ​ September 30, 2023 Cost of revenue ​ $ 4,478 ​ ​ $ 11,940 Sales and marketing ​ 21,158 ​ ​ 87,324 Research and development ​ 52,453 ​ ​ 164,260 General and administrative ​ 68,507 ​ ​ 452,669 ​ ​ $ 146,596 ​ ​ $ 716,193 ​ As of September 30, 2023, unamortized compensation expense related to unvested stock options was $3.3 million, which is expected to be recognized over a weighted average period of 3.3 ​ 2023 Employee Stock Purchase Plan The Company’s Board of Directors previously adopted, and the Company's stockholders approved, the Company’s 2023 Employee Stock Purchase Plan (the “2023 ESPP”). The 2023 ESPP is a broad-based plan that provides employees of the Company and its designated affiliates with the opportunity to become stockholders through periodic payroll deductions that are applied towards the purchase of shares of the Company’s Common Stock at a discount from the then-current market price. Subject to adjustment in the case of certain capitalization events, a total of 500,000 shares of Common Stock were available for purchase at adoption of the 2023 ESPP. The first offering period under the plan commenced on June 15, 2023 . ​ The Company estimates the fair value of ESPP grants on their grant date using the Black-Scholes option pricing model. The estimated fair value of ESPP grants is amortized on a straight-line basis over the requisite service period of the grants. The Company reviews, and when deemed appropriate, updates the assumptions used on a periodic basis. The Company utilizes its estimated volatility in the Black-Scholes option pricing model to determine the fair value of ESPP grants. ESPP compensation expense for the nine months ended September 30, 2023 was de minimis.

NET LOSS ATTRIBUTABLE TO COMMON

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	9 Months Ended
	Sep. 30, 2023
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	NOTE 13 — NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS The following table sets forth the computation of the basic and diluted net loss per share attributable to Common Stockholders for the three and nine months ended September 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, ​ 2023 2022 2023 2022 Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to Common Stockholders $ (11,238,803) ​ $ (3,548,962) ​ $ (17,226,044) ​ $ (9,353,340) ​ Denominator: ​ ​ ​ ​ Weighted-average common shares outstanding ​ 16,115,254 ​ ​ 24,713,218 ​ ​ 16,071,719 ​ ​ 24,611,666 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share attributable to Common Stockholders, basic $ (0.70) ​ $ (0.14) ​ $ (1.07) ​ $ (0.38) ​ ​ * Basic and diluted weighted-average common shares outstanding for the three and nine months ended September 30, 2022, have been computed based on the historical weighted-average common shares outstanding multiplied by the exchange ratio established in the Business Combination. ​ The potential shares of Common Stock that were excluded from the computation of diluted net loss per share attributable to Common Stockholders for the three and nine months ended September 30, 2023 and 2022 because including them would have been antidilutive are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, ​ 2023 2022 2023 2022 Common Stock upon conversion of redeemable convertible preferred stock A ​ — ​ 4,214,422 ​ — ​ 4,214,422 Common Stock upon conversion of redeemable convertible preferred stock B ​ — ​ 7,288,333 ​ — ​ 7,288,333 Non-vested shares of Series C common stock ​ — ​ 638,972 ​ — ​ 638,972 Warrants to purchase redeemable convertible preferred stock B, as-converted ​ — ​ 322,223 ​ — ​ 322,223 Series A Preferred Stock ​ 9,526,000 ​ — ​ 9,526,000 ​ — Warrants to purchase Common Stock ​ 11,066,611 ​ — ​ 11,066,611 ​ — Options to purchase Common Stock ​ 1,465,817 ​ — ​ 1,465,817 ​ — Senior Convertible Notes ​ 5,858,842 ​ — ​ 5,858,842 ​ — Subordinated Convertible Notes ​ 13,032,835 ​ — ​ 13,032,835 ​ — Total ​ 40,950,105 ​ 12,463,950 ​ 40,950,105 ​ 12,463,950 ​ ​ In October 2023, in connection with the third closing of the Financing Transaction (see Note 7), the Company issued 900 shares of Series A Preferred Stock and warrants that will be exercisable to purchase 900,000 shares of Common Stock to a Noteholder Investor in exchange for cash consideration of $900,000 .

BASIS OF ACCOUNTING AND SIGNI_2

BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or any future periods. The condensed consolidated balance sheet as of December 31, 2022 has been derived from audited financial statements at that date but does not include all of the information required by GAAP for complete financial statements.
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.
Liquidity and Management's Plans	Liquidity and Management’s Plans The Company has incurred recurring losses from operations and recurring negative cash flows from operating activities. The Company expects operating losses and negative cash flows from operations to continue for the foreseeable future. The Company’s ability to continue as a going concern depends on its ability to execute on its plans to achieve revenue growth forecast, control operating costs, and obtain additional financing. The Company has developed a cash flow breakeven plan pursuant to which the Company expects to maintain positive cash balances and compliance with its debt covenants and commitments. The Company has commenced the implementation of its plan and believes the plan, when fully implemented as planned, will mitigate the liquidity risks identified. However, the Company’s operating plan may change as a result of many factors currently unknown and there can be no assurance that the current operating plan or cash flow break even plan will be achieved in the time frame anticipated by the Company. Furthermore, there can be no assurance that the Company will be able to obtain additional financing on terms acceptable to the Company, on a timely basis or at all. Based on the Company’s current level of expenditures and management’s future cash flow projections, the Company believes its cash and cash equivalents of $12.0 million and working capital of $6.1 million at September 30, 2023, may not be sufficient for the Company to continue operations as a going concern for at least one year from the issuance date of these condensed consolidated financial statements. Additionally, from July 1, 2023, the Convertible Notes (as defined in Note 7) require the Company to maintain a minimum cash balance of $4.5 million on the first of each calendar month. The Company believes that without the successful and full implementation of its cash flow breakeven plan, these factors raise substantial doubt about its ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and disclosure of contingent assets and liabilities. Actual results could differ from these estimates, and such differences could materially affect the results of operations reported in future periods. The Company’s significant estimates in these condensed consolidated financial statements relate to the fair values, and the underlying assumptions used to formulate such fair values, of its Series A Preferred Stock, Convertible Notes, earn-out liability, and warrants. Estimates also include the allowance for doubtful accounts receivable, warranty and earned discount accruals, measurements of tax assets and liabilities and stock-based compensation.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. This accounting standard establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs that may be used to measure fair value: Level 1 Inputs — Level 2 Inputs — Level 3 Inputs — no Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The Company’s financial instruments consist primarily of cash equivalents, accounts receivable (net of allowance for doubtful accounts), accounts payable and accrued expenses, long-term debt instruments, earnout and warrant liabilities. The carrying values of our working capital balances are representative of their fair values due to their short-term maturities. The carrying value of our equipment financing obligation is considered to approximate its fair value because the interest rate is comparable to current rates for financing available to us. Under the fair value option as prescribed by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 825, Financial Instruments The following tables provide a summary of the financial instruments that are measured at fair value on a recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 ​ Fair Value Level 1 Level 2 Level 3 Senior Convertible Notes ​ $ 13,286,405 ​ $ — ​ $ — $ 13,286,405 Subordinated Convertible Notes ​ ​ 18,720,000 ​ ​ — ​ ​ — ​ ​ 18,720,000 Earnout liability ​ ​ 730,000 ​ ​ — ​ ​ — ​ ​ 730,000 Warrant liability ​ ​ 134,043 ​ ​ — ​ ​ — ​ ​ 134,043 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Fair Value Level 1 Level 2 Level 3 Senior Convertible Notes ​ $ 13,651,000 ​ $ — ​ $ — $ 13,651,000 Subordinated Convertible Notes ​ ​ 10,355,681 ​ ​ — ​ ​ — ​ ​ 10,355,681 Earnout liability ​ ​ 12,810,000 ​ ​ — ​ ​ — ​ ​ 12,810,000 Warrant liability ​ ​ 1,991,503 ​ ​ — ​ ​ — ​ ​ 1,991,503 ​ A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all demand deposits with an original maturity to the Company of 90 days or less as cash and cash equivalents. The Company places its cash and cash equivalents with high credit-quality financial institutions. As of September 30, 2023 and December 31, 2022, the Company had $12.0 million and $15.9 million of cash and no cash equivalents, respectively, which includes restricted cash of $0.7 million at September 30 , 2023 consisting of a letter of credit on hand w ith the Compan y' s financial institution as collateral for an office lease.
Convertible Notes	Convertible Notes The Company accounts for its Senior Convertible Notes and Subordinated Convertible Notes (as defined below), as derivatives in accordance with, ASC 815-10, Derivatives and Hedging, and ASC 815-15, Embedded Derivatives, depending on the nature of the derivative instrument. ASC 815 requires each contract that is not a derivative in its entirety be assessed to determine whether it contains embedded derivatives that are required to be bifurcated and accounted for as a derivative financial instrument. The embedded derivative is bifurcated from the host contract and accounted for as a freestanding derivative if the combined instrument is not accounted for in its entirety at fair value with changes in fair value recorded in earnings, the terms of the embedded derivative are not clearly and closely related to the economic characteristics of the host contract, and a separate instrument with the same terms as the embedded derivative would qualify as a derivative instrument. Embedded derivatives are measured at fair value and remeasured at each subsequent reporting period, and recorded within convertible notes, net on the accompanying condensed consolidated balance sheets and changes in fair value recorded in other expense within the condensed consolidated statements of operations. Debt discounts under these arrangements are amortized to interest expense using the interest method over the earlier of the term of the related debt or their earliest date of redemption. The Company has analyzed the redemption, conversion, settlement, and other derivative instrument features of its Convertible Notes. ● The Company identified that the (i) redemption features, (ii) lender’s optional conversion feature, (iii) lender’s optional conversion upon merger event feature and (iv) additional interest rate upon certain events feature meet the definition of a derivative. The Company analyzed the scope exception for all the above features under ASC 815-10-15-74(a). ● Based on the further analysis, the Company identified that the (i) lender’s optional conversion feature, (ii) lender’s optional conversion upon merger event feature and (iii) additional interest rate upon certain events feature, do not meet the settlement criteria to be considered indexed to equity. The Company concluded that each of these features should be classified as a derivative liability measured at fair value with the changes in fair value in the condensed consolidated statement of operations. ● The Company also identified that the redemption features are settled in cash and do not meet the indexed to equity and the equity classification scope exception, thus, they must be bifurcated from the Convertible Notes and accounted for separately at fair value on a recurring basis reflecting the changes in fair value in the condensed consolidated statement of operations. The Company determined the Convertible Notes contained multiple embedded derivatives that are required to be bifurcated, two of which are conversion features. As per ASC 815, the fair value election is allowable provided the debt was not issued at a substantial premium. The Company concluded that the Convertible Notes were not issued at a premium and hence the Company elected the fair value option under ASC 815-15-25. The Company elected to record changes in fair value through the condensed consolidated statement of operations as a fair value adjustment of the convertible debt each reporting period (with the portion of the change that results from a change in the instrument-specific credit risk recorded separately in other comprehensive income, if applicable). The Company has elected to separately present interest expense related to the Convertible Notes within the condensed consolidated statement of operations. Thus, the multiple embedded derivatives do not need to be separately bifurcated and fair valued. The Convertible Notes are reflected at their respective fair values on the condensed consolidated balance sheets.
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and then remeasured at fair value at each balance sheet date thereafter. Changes in the estimated fair value of the liability classified warrants are recognized as other income or expense on the condensed consolidated statements of operations.
Revenue Recognition	Revenue Recognition The Company creates customized precision milled intraoral devices. When devices are sold, they include an assurance-type warranty guaranteeing the fit and finish of the product for a period of 3 years The Company recognizes revenue upon meeting the following criteria: ● Identifying the contract with a customer: customers submit authorized prescriptions and oral impressions to the Company. Authorized prescriptions constitute the contract with customers. ● Identifying the performance obligations within the contract: The sole performance obligation is the shipment of a completed customized intraoral device. ● Determining the transaction price: Prices are determined by standardized pricing sheets and adjusted for estimated returns, discounts, and allowances. ● Allocating the transaction price to the performance obligations: The full transaction price is allocated to the shipment of the completed intraoral device as it is the only element in the transaction. ● Recognizing revenue as the performance obligation is satisfied at a point in time: revenue is recognized upon transfer of control which occurs upon shipment of the product. The Company does not require collateral or any other form of security from customers. Inbound shipping and handling costs related to sales are billed to customers. We charge for inbound shipping/handling and the costs are classified as Cost of Revenue. Outbound shipping costs are not billed to customers and are included in sales and marketing expenses. Taxes collected from customers and remitted to governmental authorities are excluded from revenue. Standalone selling price for the various intraoral device models are determined using the Company’s standard pricing sheet. The Company invoices customers upon shipment of the product and invoices are due within 30 days. Amounts that have been invoiced are recorded in accounts receivable and revenue as all revenue recognition criteria have been met. Given the nominal value of each transaction, the Company does not offer a financing component related to its revenue arrangements.
Leases	Leases The Company assesses at contract inception whether a contract is, or contains, a lease. Generally, the Company determines that a lease exists when (1) the contract involves the use of a distinct identified asset, (2) the Company obtains the right At the lease commencement date, the Company recognizes a right-of-use asset and a lease liability for all leases, except short term leases with an original term of twelve months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, less any lease incentives received. All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using an estimate of the Company’s incremental borrowing rate for a collateralized loan with the same term as the underlying leases for operating leases and the implied rate in the lease agreement for finance leases. Lease payments included in the measurement of lease liabilities consist of (1) fixed lease payments for the noncancelable lease term, (2) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (3) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. The Company’s real estate operating lease agreement requires variable lease payments that do not depend on an underlying index or rate established at lease commencement. Such payments and changes in payments are recognized in operating expenses when incurred. Lease expense for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. Lease expense for finance leases consists of the amortization of assets obtained under finance leases on a straight-line basis over the lease term and interest expense on the lease liability based on the discount rate at lease commencement.
Net Loss per Share Attributable to Common Stockholders	Net Loss per Share Attributable to Common Stockholders Basic net loss per share attributable to Common Stockholders is calculated by dividing the net loss attributable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the period, without consideration for Common Stock equivalents. Diluted net loss per share attributable to Common Stockholders is the same as basic net loss per share attributable to Common Stockholders, since the effects of potentially dilutive securities are antidilutive.
Reclassifications	Reclassifications Certain prior year balances have been reclassified in order to conform to the current period presentation. These reclassifications have no impact on previously reported earnings or cash flows.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company continues to monitor new accounting pronouncements issued by the FASB and does not believe any accounting pronouncements issued through the date of this report will have a material impact on the Company's consolidated financial statements.

BASIS OF ACCOUNTING AND SIGNI_3

BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2023
BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES
Summary of the financial instruments that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 ​ Fair Value Level 1 Level 2 Level 3 Senior Convertible Notes ​ $ 13,286,405 ​ $ — ​ $ — $ 13,286,405 Subordinated Convertible Notes ​ ​ 18,720,000 ​ ​ — ​ ​ — ​ ​ 18,720,000 Earnout liability ​ ​ 730,000 ​ ​ — ​ ​ — ​ ​ 730,000 Warrant liability ​ ​ 134,043 ​ ​ — ​ ​ — ​ ​ 134,043 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Fair Value Level 1 Level 2 Level 3 Senior Convertible Notes ​ $ 13,651,000 ​ $ — ​ $ — $ 13,651,000 Subordinated Convertible Notes ​ ​ 10,355,681 ​ ​ — ​ ​ — ​ ​ 10,355,681 Earnout liability ​ ​ 12,810,000 ​ ​ — ​ ​ — ​ ​ 12,810,000 Warrant liability ​ ​ 1,991,503 ​ ​ — ​ ​ — ​ ​ 1,991,503

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2023
PROPERTY AND EQUIPMENT
Schedule of Property and equipment	​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 December 31, 2022 Manufacturing equipment ​ $ 3,626,396 ​ $ 2,516,859 Computers and software ​ 1,621,474 ​ 1,608,075 Leasehold improvements ​ 822,134 ​ 441,956 Furniture ​ — ​ 27,587 ​ ​ 6,070,004 ​ 4,594,477 Less accumulated depreciation and amortization ​ (2,330,383) ​ (2,190,075) Property and equipment, net ​ $ 3,739,621 ​ $ 2,404,402

INVENTORY (Tables)

INVENTORY (Tables)	9 Months Ended
	Sep. 30, 2023
INVENTORY
Schedule of Inventory	​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 December 31, 2022 Raw materials ​ $ 1,509,768 ​ $ 561,726 Work-in-process ​ 140,329 ​ 78,219 ​ ​ $ 1,650,097 ​ $ 639,945

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	9 Months Ended
	Sep. 30, 2023
ACCRUED EXPENSES
Schedule of accrued compensation and other accrued expenses	​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 December 31, 2022 Compensation related accruals ​ $ 3,274,248 ​ $ 2,104,008 Marketing programs ​ ​ 940,930 ​ ​ 611,642 Interest ​ ​ 381,595 ​ ​ 110,239 Warranty ​ ​ 464,812 ​ ​ 269,496 Professional fees ​ ​ 1,873,278 ​ ​ 129,169 Inventory purchases and freight ​ ​ 1,242,311 ​ ​ — Other ​ ​ 196,308 ​ ​ 481,540 ​ ​ $ 8,373,482 ​ $ 3,706,094 ​

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 30, 2023
LEASES
Schedule of components of lease cost, weighted average lease terms and discount rates	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, ​ ​ 2023 ​ 2022 ​ 2023 ​ 2022 Lease Cost: ​ ​ ​ ​ Operating lease cost ​ $ 223,304 ​ $ 68,709 ​ $ 711,661 ​ $ 206,126 Finance lease cost: ​ ​ ​ ​ Amortization of assets obtained under finance leases ​ $ 285,251 ​ $ 274,712 ​ $ 681,763 ​ $ 597,904 Interest on lease liabilities ​ ​ 126,880 ​ ​ 104,409 ​ ​ 282,990 ​ ​ 223,263 ​ ​ $ 412,131 ​ $ 379,121 ​ $ 964,753 ​ $ 821,167 ​ ​ ​ ​ ​ ​ ​ Lease term and discount rate Weighted average discount rate: Weighted average remaining lease term: As of September 30, 2023 ​ ​ ​ ​ Operating leases ​ 10.0 % 9.3 years Finance leases ​ 10.2 % 3.2 years ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ September 30, 2023 Cash paid for amounts included in the measurement of lease liabilities: ​ Operating cash flows from operating leases ​ $ 355,060 Operating cash flows from finance leases ​ ​ 246,879 Financing cash flows from finance leases ​ ​ 1,026,701
Schedule of right-of-use assets	​ ​ ​ ​ ​ ​ ​ Total Manufacturing equipment $ 5,237,167 Computers and software ​ ​ 700,234 Leasehold improvements ​ 218,244 Total ​ 6,155,645 Less accumulated amortization ​ (2,623,405) Right-of-use assets for finance leases ​ 3,532,240 Right-of-use assets for operating leases ​ 5,154,399 Total right-of-use assets ​ $ 8,686,639
Schedule of maturities of finance lease liabilities	​ ​ ​ ​ ​ Nine months ended September 30, 2023 Total 2023 (remaining three months) ​ $ 576,315 2024 ​ ​ 1,287,461 2025 ​ 1,057,500 2026 ​ ​ 739,115 2027 ​ ​ 192,568 Thereafter ​ ​ 47,300 Total minimum lease payments ​ ​ 3,900,259 Less amount representing interest ​ ​ (563,452) Present value of minimum lease payments ​ ​ 3,336,807 Less current portion ​ ​ (1,109,899) Finance lease obligations, less current portion ​ $ 2,226,908
Schedule of future minimum rental payments required under operating lease	​ ​ ​ ​ ​ Nine months ended September 30, 2023 Total 2023 (remaining three months) ​ $ 379,887 2024 ​ ​ 842,553 2025 ​ ​ 867,831 2026 ​ 893,862 2027 ​ ​ 920,679 Thereafter ​ ​ 4,761,873 Total minimum lease payments ​ 8,666,685 Less: amount representing interest ​ (3,107,847) Present value of minimum lease payments ​ 5,558,838 Less: current portion ​ (290,869) Operating lease liabilities, less current portion ​ $ 5,267,969 ​ ​ ​ ​ ​

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Sep. 30, 2023
Debt
Schedule of fair value of convertible notes on issuance	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Monte Carlo Simulation Assumptions ​ ​ ​ Asset ​ ​ Risky ​ Expected ​ Risk-Free ​ As of September 30, 2023 ​ Price ​ ​ Yield Volatility Interest Rate Senior Convertible Notes ​ $ 1.04 ​ ​ 26.70 % 60 % 4.99 % Subordinated Convertible Notes ​ ​ 1.04 ​ ​ 36.10 % 60 % 4.91 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Monte Carlo Simulation Assumptions ​ ​ Asset ​ ​ Risky ​ Expected ​ Risk-Free ​ As of December 31, 2022 ​ Price ​ ​ Yield Volatility Interest Rate Senior Convertible Notes ​ $ 5.56 ​ ​ 31.80 % 45 % 4.23 % Subordinated Convertible Notes ​ ​ 5.56 ​ ​ 41.20 % 45 % 4.19 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Senior Convertible Notes ​ Subordinated Convertible Notes Beginning fair value, January 1, 2023 ​ $ 13,651,000 ​ $ 10,355,681 Paid-in-kind interest ​ ​ — ​ ​ 723,699 Change in fair value of debt ​ ​ 827,000 ​ ​ 1,000,000 Fair value as of March 31, 2023 ​ ​ 14,478,000 ​ ​ 12,079,380 Paid-in-kind interest ​ ​ — ​ ​ 793,594 Change in fair value of debt ​ ​ (1,549,596) ​ ​ 2,352,026 Fair value as of June 30, 2023 ​ ​ 12,928,404 ​ ​ 15,225,000 Paid-in-kind interest ​ ​ — ​ ​ 1,010,814 Conversion of Subordinated ​ ​ — ​ ​ (919,568) Increase in fair value of debt in connection ​ ​ 1,142,781 ​ ​ 6,318,711 Change in fair value of debt ​ ​ (784,780) ​ ​ (2,914,956) Ending fair value, September 30, 2023 ​ $ 13,286,405 ​ $ 18,720,000
Schedule of components of loss on debt extinguishment	​ ​ ​ ​ ​ ​ Amount Fair value - Senior Convertible Notes (pre-financing) ​ $ 2,456,607 Fair value - Subordinated Convertible Notes (pre-financing) ​ 7,616,902 ​ ​ 10,073,509 Less consideration transferred to Noteholder Investors: ​ ​ Fees paid to Noteholder Investors ​ (62,620) Fair value of Series A Preferred Stock ​ (7,807,681) Fair value of warrants ​ (787,250) Fair value of Senior Convertible Notes (post-financing) ​ (3,599,388) Fair value of Subordinated Convertible Notes (post-financing) ​ (13,935,613) ​ ​ (26,192,552) Plus consideration received from Noteholder Investors: ​ ​ Cash ​ 6,376,000 ​ ​ ​ Loss on Debt Extinguishment: ​ ($ 9,743,043)
Schedule of other financing expense related to financing transaction	​ ​ ​ ​ Cash proceeds received ​ $ 3,150,000 Less: fair value of Series A Preferred Stock ​ (3,857,308) Less: fair value of warrants ​ (1,765,607) Other financing expense ​ ($ 2,472,915)
Equipment Financing Obligation
Debt
Schedule of payments	​ ​ ​ ​ ​ At September 30, 2023 Total 2023 (remaining three months) ​ $ 13,363 2024 ​ ​ 56,995 2025 ​ 63,698 2026 ​ ​ 64,952 Total principal maturities ​ ​ 199,008 Less: current portion ​ ​ (55,510) Equipment financing obligation, net of current portion ​ $ 143,498

COMMON STOCK WARRANTS (Tables)

COMMON STOCK WARRANTS (Tables)	9 Months Ended
	Sep. 30, 2023
COMMON STOCK WARRANTS
Schedule of assumptions for fair value of the outstanding warrants classified as liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercise ​ Asset ​ Dividend ​ Expected ​ Risk-Free ​ Expected As of September 30, 2023 ​ Price ​ Price ​ Yield Volatility Interest Rate Life Convertible Notes Warrants ​ $ 11.50 ​ $ 1.04 ​ 0 % 65 % 4.70 % 4.18 years ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercise ​ Asset ​ Dividend ​ Expected ​ Risk-Free ​ Expected As of December 31, 2022 ​ Price ​ Price ​ Yield Volatility Interest Rate Life Convertible Notes Warrants ​ $ 11.50 ​ $ 5.56 ​ 0 % 40 % 4.00 % 4.93 years ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Schedule of change in fair value of the outstanding warrants classified as liabilities	​ ​ ​ ​ ​ ​ ​ Convertible Notes Warrants Warrant liability, January 1, 2023 ​ $ 1,991,503 Change in fair value ​ ​ 842,559 Warrant liability, March 31, 2023 ​ ​ 2,834,062 Change in fair value ​ ​ (2,106,398) Warrant liability, June 30, 2023 ​ ​ 727,664 Change in fair value ​ ​ (593,621) Warrant liability, September 30, 2023 ​ $ 134,043

COMMON STOCK (Tables)

COMMON STOCK (Tables)	9 Months Ended
	Sep. 30, 2023
COMMON STOCK
Schedule of reserved shares of Common Stock	​ ​ ​ ​ 2022 Equity Incentive Plan reserve 2,411,283 Reserve for earn-out shares ​ 3,000,000 Reserve for exercise of warrants ​ 12,014,300 Reserve for convertible debt ​ 18,945,919 Employee stock purchase plan ​ 500,000 Total 36,871,502

EARN-OUT SHARES (Tables)

EARN-OUT SHARES (Tables)	9 Months Ended
	Sep. 30, 2023
EARN-OUT SHARES
Schedule of changes in fair value of the earnout liability	​ ​ ​ ​ ​ ​ ​ Earnout Liability Earnout liability, January 1, 2023 ​ $ 12,810,000 Change in fair value ​ ​ (1,500,000) Earnout liability, March 31, 2023 ​ ​ 11,310,000 Change in fair value ​ ​ (6,700,000) Earnout liability, June 30, 2023 ​ ​ 4,610,000 Change in fair value ​ ​ (3,880,000) Earnout liability, September 30, 2023 ​ $ 730,000 ​

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2023
STOCK-BASED COMPENSATION
Summary of stock option activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ Remaining ​ ​ Aggregate ​ Shares Exercise Price ​ Contractual Term ​ ​ Intrinsic Value Outstanding at January 1, 2023 — $ — ​ ​ ​ ​ ​ Granted ​ 1,478,915 ​ ​ 5.20 ​ ​ ​ ​ ​ Exercised ​ — ​ ​ — ​ ​ ​ ​ ​ Cancelled ​ (98,232) ​ ​ 5.20 ​ ​ ​ ​ ​ Outstanding at September 30, 2023 ​ 1,380,683 ​ $ 5.20 ​ 9.34 years ​ $ — Exercisable at September 30, 2023 ​ — ​ ​ — ​ — ​ ​ — Vested and expected to vest as of September 30, 2023 ​ 1,380,683 ​ $ 5.20 ​ 9.34 years ​ $ —
Summary of fair value of the stock options weighted average assumptions	​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ September 30, 2023 Dividend yield ​ 0.0% Expected volatility ​ 55.0% Risk-free interest rate ​ 3.6% Expected life ​ 6.2 years
Summary of stock-based compensation expense	​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Nine Months Ended ​ ​ September 30, 2023 ​ ​ September 30, 2023 Cost of revenue ​ $ 4,478 ​ ​ $ 11,940 Sales and marketing ​ 21,158 ​ ​ 87,324 Research and development ​ 52,453 ​ ​ 164,260 General and administrative ​ 68,507 ​ ​ 452,669 ​ ​ $ 146,596 ​ ​ $ 716,193

NET LOSS ATTRIBUTABLE TO COMM_2

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS (Tables)	9 Months Ended
	Sep. 30, 2023
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
Schedule of computation of the basic and diluted net loss per share attributable to common stockholders	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, ​ 2023 2022 2023 2022 Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to Common Stockholders $ (11,238,803) ​ $ (3,548,962) ​ $ (17,226,044) ​ $ (9,353,340) ​ Denominator: ​ ​ ​ ​ Weighted-average common shares outstanding ​ 16,115,254 ​ ​ 24,713,218 ​ ​ 16,071,719 ​ ​ 24,611,666 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share attributable to Common Stockholders, basic $ (0.70) ​ $ (0.14) ​ $ (1.07) ​ $ (0.38) ​
Schedule of potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, ​ 2023 2022 2023 2022 Common Stock upon conversion of redeemable convertible preferred stock A ​ — ​ 4,214,422 ​ — ​ 4,214,422 Common Stock upon conversion of redeemable convertible preferred stock B ​ — ​ 7,288,333 ​ — ​ 7,288,333 Non-vested shares of Series C common stock ​ — ​ 638,972 ​ — ​ 638,972 Warrants to purchase redeemable convertible preferred stock B, as-converted ​ — ​ 322,223 ​ — ​ 322,223 Series A Preferred Stock ​ 9,526,000 ​ — ​ 9,526,000 ​ — Warrants to purchase Common Stock ​ 11,066,611 ​ — ​ 11,066,611 ​ — Options to purchase Common Stock ​ 1,465,817 ​ — ​ 1,465,817 ​ — Senior Convertible Notes ​ 5,858,842 ​ — ​ 5,858,842 ​ — Subordinated Convertible Notes ​ 13,032,835 ​ — ​ 13,032,835 ​ — Total ​ 40,950,105 ​ 12,463,950 ​ 40,950,105 ​ 12,463,950

BASIS OF ACCOUNTING AND SIGNI_4

BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
DESCRIPTION OF THE BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Working capital	$ 6,100,000
Cash and cash equivalents	12,021,908	$ 15,916,141
Cash equivalents	0	$ 0
Restricted Cash	$ 700,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Warranty guaranteeing the fit and finish product period	3 years
Invoices customers upon shipment product period	30 days
Minimum
DESCRIPTION OF THE BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Cash	$ 4,500,000

BASIS OF ACCOUNTING AND SIGNI_5

BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES - Fair value of Financial Instruments (Details) - Recurring - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Convertible notes payable
BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES
Fair value	$ 13,286,405	$ 13,651,000
Subordinated convertible notes
BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES
Fair value	18,720,000	10,355,681
Earn-out liability
BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES
Fair value	730,000	12,810,000
Warrant liability
BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES
Fair value	134,043	1,991,503
Level 3 | Convertible notes payable
BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES
Fair value	13,286,405	13,651,000
Level 3 | Subordinated convertible notes
BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES
Fair value	18,720,000	10,355,681
Level 3 | Earn-out liability
BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES
Fair value	730,000	12,810,000
Level 3 | Warrant liability
BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES
Fair value	$ 134,043	$ 1,991,503

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
PROPERTY AND EQUIPMENT
Property and equipment, gross	$ 6,070,004		$ 6,070,004		$ 4,594,477
Less accumulated depreciation and amortization	(2,330,383)		(2,330,383)		(2,190,075)
Total property and equipment, net	3,739,621		3,739,621		2,404,402
Depreciation expense	400,000	$ 200,000	578,503	$ 302,932
Disposals of Property, Plant and Equipment,			700,000
Accumulated Depreciation on Disposal of Property, Plant and Equipment			600,000
Gain (Loss) on Disposition of Property Plant Equipment			(117,449)
Manufacturing equipment
PROPERTY AND EQUIPMENT
Property and equipment, gross	3,626,396		3,626,396		2,516,859
Computers and software
PROPERTY AND EQUIPMENT
Property and equipment, gross	1,621,474		1,621,474		1,608,075
Leasehold Improvements
PROPERTY AND EQUIPMENT
Property and equipment, gross	$ 822,134		$ 822,134		441,956
Furniture
PROPERTY AND EQUIPMENT
Property and equipment, gross					$ 27,587

INVENTORY (Details)

INVENTORY (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
INVENTORY
Raw Materials	$ 1,509,768	$ 561,726
Work in progress	140,329	78,219
Inventory net	1,650,097	639,945
Excess or obsolete inventory reserves	$ 0	$ 0

ACCRUED EXPENSES - Components (

ACCRUED EXPENSES - Components (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Accrued compensation
Compensation related accruals	$ 3,274,248	$ 2,104,008
Marketing programs	940,930	611,642
Interest	381,595	110,239
Warranty	464,812	269,496
Professional fees	1,873,278	129,169
Inventory purchases and freight	1,242,311
Other	196,308	481,540
Accrued expenses	$ 8,373,482	$ 3,706,094

LEASES - General (Details)

LEASES - General (Details) - USD ($)			9 Months Ended
	Feb. 28, 2023	May 17, 2022	Sep. 30, 2022	Dec. 31, 2022
LEASES
Monthly payment		$ 100,000
Rent free period		5 months
Impairment loss on the ROU	$ 200,000
Accrued lease liabilities	$ 100,000
Additional commitments			$ 239,000
Minimum
LEASES
Finance lease, Remaining term (in years)		1 year
Maximum
LEASES
Finance lease, Remaining term (in years)		5 years
Lease for corporate office
LEASES
Operating lease, Remaining term (in months)				1 year
Lease for corporate headquarters
LEASES
Operating lease, Lease term (in years)		10 years

LEASES - Components of lease co

LEASES - Components of lease cost, weighted average lease terms and discount rates (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Lease Cost:
Operating lease cost	$ 223,304	$ 68,709	$ 711,661	$ 206,126
Finance lease cost:
Amortization of assets obtained under finance leases	285,251	274,712	681,763	597,904
Interest on lease liabilities	126,880	104,409	282,990	223,263
Finance leases cost	$ 412,131	$ 379,121	$ 964,753	821,167
Weighted average discount rate:
Operating leases	10%		10%
Finance leases	10.20%		10.20%
Weighted average remaining lease term:
Operating leases	9 years 3 months 18 days		9 years 3 months 18 days
Finance leases	3 years 2 months 12 days		3 years 2 months 12 days
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases			$ 355,060
Operating cash flows from finance leases			246,879
Financing cash flows from finance leases			1,026,701	822,315
Right-of-use assets obtained in exchange for lease liabilities:
Acquisition of property and equipment through finance leases				1,560,520
Addition of ROU assets from finance lease modification				$ 239,000
ROU assets obtained in exchange for finance lease obligations			$ 1,273,511

LEASES - Right-of-use assets (D

LEASES - Right-of-use assets (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
LEASES
Total	$ 6,155,645
Less accumulated amortization	(2,623,405)
Right-of-use assets for finance leases	3,532,240	$ 3,650,451
Right-of-use assets for operating leases	5,154,399	$ 5,632,771
Total right-of-use assets	8,686,639
Manufacturing equipment
LEASES
Total	5,237,167
Computers and software
LEASES
Total	700,234
Leasehold Improvements
LEASES
Total	$ 218,244

LEASES - Maturities of finance

LEASES - Maturities of finance lease liabilities (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Years ending December 31
2023 (remaining three months)	$ 576,315
2024	1,287,461
2025	1,057,500
2026	739,115
2027	192,568
Thereafter	47,300
Total minimum lease payments	3,900,259
Less amount representing interest	(563,452)
Present value of minimum lease payments	3,336,807
Less current portion	(1,109,899)	$ (1,008,587)
Finance lease liabilities, less current portion	$ 2,226,908	$ 2,081,410

LEASES - Maturities of operatin

LEASES - Maturities of operating lease liabilities (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Year ending December 31
2023 (remaining three months)	$ 379,887
2024	842,553
2025	867,831
2026	893,862
2027	920,679
Thereafter	4,761,873
Total minimum lease payments	8,666,685
Less amount representing interest	(3,107,847)
Present value of minimum lease payments	5,558,838
Less current portion	(290,869)	$ (215,043)
Operating lease liabilities, less current portion	5,267,969	$ 5,525,562
Excluding short term lease liability for previous headquarter [Member]
Year ending December 31
Less current portion	$ (290,869)

DEBT - Equipment Financing Obli

DEBT - Equipment Financing Obligation (Details)	Sep. 30, 2023 USD ($)
Future principal maturities under the equipment financing obligation
2023 (remaining three months)	$ 13,363
2024	56,995
2025	63,698
2026	64,952
Total principal maturities	199,008
Less current portion	(55,510)
Equipment financing obligation, net of current portion	$ 143,498

DEBT - Subordinated Notes (Deta

DEBT - Subordinated Notes (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Debt
Conversion of Subordinated Convertible Notes to common stock	$ 919,546
Subordinated Notes
Debt
Gross proceeds		$ 400,000
Issuance costs		$ 0

DEBT - Unsecured Subordinated P

DEBT - Unsecured Subordinated Promissory Notes (Details) - USD ($)	1 Months Ended	9 Months Ended
	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Debt
Repayments of debt			$ 75,000
Conversion of Subordinated Convertible Notes to common stock		$ 919,546
The Bridge Loans
Debt
Proceeds from debt			$ 5,100,000
Repayments of debt	$ 500,000

DEBT - Convertible debt agreeme

DEBT - Convertible debt agreements (Details)					1 Months Ended		3 Months Ended	9 Months Ended
	Sep. 20, 2023 USD ($) $ / shares shares	Sep. 08, 2023 USD ($) shares	Jun. 29, 2023 USD ($)	Dec. 06, 2022 $ / shares shares	Oct. 31, 2023 USD ($) shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 19, 2023 $ / shares	Dec. 31, 2022 $ / shares	Aug. 26, 2022 USD ($)
Debt
Issuance of shares, net of cancellations and issuance costs								$ 163,573
Preferred stock, par value (in dollars per share) | $ / shares						$ 0.0001	$ 0.0001	$ 0.0001			$ 0.0001
Loss on debt extinguishment							$ (9,743,043)	$ (9,743,043)	$ (192,731)
Conversion of Subordinated Convertible Notes to common stock								$ 919,546
Common stock, par value (in dollars per share) | $ / shares						0.0001	$ 0.0001	$ 0.0001			$ 0.0001
Proceeds from issue of redeemable convertible preferred stock								$ 9,526,000
Other financing expense								(2,500,000)
Legal and other related cost								1,500,000
Lender cost								$ 100,000
Series A Preferred Stock
Debt
Conversion price per share | $ / shares						$ 1	1	$ 1
Proceeds from issue of redeemable convertible preferred stock					$ 900,000	$ 9,500,000
Issuance of redeemable convertible preferred stock | shares					900			9,526
Securities Purchase Agreement
Debt
Initial conversion price | $ / shares						$ 1	$ 1	$ 1
Conversion price per share | $ / shares	$ 1
Exercise price of warrants | $ / shares	$ 1
Debt instrument purchase price (as percentage)	300%
Shareholders approved (as percentage)						51.20%
Securities Purchase Agreement | Maximum
Debt
Conversion limit until shareholder approval (as percentage)						19.95%
Securities Purchase Agreement | Minimum
Debt
Shareholder approval required (as percentage)						50%
Securities Purchase Agreement | Series A Preferred Stock
Debt
Issuance of shares, net of cancellations and issuance costs	$ 10,400,000
Issuance of shares, net of cancellations and issuance costs (in shares) | shares	10,426
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001
Shares issued price per share | $ / shares	$ 1,000
Convertible conversion ratio						1
Securities Purchase Agreement | Noteholder Investor
Debt
Number of common stock shares, called by warrants | shares						1,404,524	1,404,524	1,404,524
Proceeds from issue of redeemable convertible preferred stock						$ 6,400,000
Securities Purchase Agreement | Noteholder Investor | Series A Preferred Stock
Debt
Issuance of redeemable convertible preferred stock | shares						6,376
Securities Purchase Agreement | Non-Noteholder Investors
Debt
Number of common stock shares, called by warrants | shares						3,150,000	3,150,000	3,150,000
Proceeds from issue of redeemable convertible preferred stock						$ 3,200,000		$ 3,150,000
Other financing expense								$ (2,472,915)
Securities Purchase Agreement | Non-Noteholder Investors | Series A Preferred Stock
Debt
Issuance of redeemable convertible preferred stock | shares						3,150
Subordinated convertible notes
Debt
Equipment financing arrangements to purchase capital equipment												$ 17,450,000
Issuance of shares, net of cancellations and issuance costs (in shares) | shares				36,469
Measurement Input, Asset Price [Member] | Senior Convertible Notes warrants
Debt
Warrants measurement input						0.97	0.97	0.97
Measurement Input, Risky Yield [Member] | Series A Preferred Stock
Debt
Equity securities, measurement input						0.420	0.420	0.420
Expected Volatility | Series A Preferred Stock
Debt
Equity securities, measurement input						0.650	0.650	0.650
Expected Volatility | Senior Convertible Notes warrants
Debt
Warrants measurement input						0.650	0.650	0.650
Risk-Free Interest rate | Series A Preferred Stock
Debt
Equity securities, measurement input						0.050	0.050	0.050
Risk-Free Interest rate | Senior Convertible Notes warrants
Debt
Warrants measurement input						0.045	0.045	0.045
Dividend Yield | Senior Convertible Notes warrants
Debt
Warrants measurement input						0	0	0
Expected Life | Senior Convertible Notes warrants
Debt
Term of warrants (in years)						5 years	5 years	5 years
Senior Convertible Notes
Debt
Equipment financing arrangements to purchase capital equipment												$ 16,960,000
Initial conversion price | $ / shares										$ 5.50
Interest rate per annum				9%
Frequency of periodic payment			quarterly
Debt installment payments			$ 847,990
Debt repayment commencement date			Oct. 01, 2024
Senior Convertible Notes | Securities Purchase Agreement
Debt
Conversion of Subordinated Convertible Notes to common stock	$ 3,400,000
Senior Convertible Notes | Senior Convertible Notes warrants
Debt
Number of common stock shares, called by warrants | shares				169,597
Exercise price of warrants | $ / shares				$ 11.50
Senior Convertible Notes | Measurement Input, Asset Price [Member]
Debt
Debt instrument, measurement input | $ / shares						1.04	1.04	1.04			5.56
Senior Convertible Notes | Measurement Input, Risky Yield [Member]
Debt
Debt instrument, measurement input						0.2670	0.2670	0.2670			0.3180
Senior Convertible Notes | Expected Volatility
Debt
Debt instrument, measurement input						0.60	0.60	0.60			0.45
Senior Convertible Notes | Risk-Free Interest rate
Debt
Debt instrument, measurement input						0.0499	0.0499	0.0499			0.0423
Subordinated Convertible Notes
Debt
Maturity				3 years
Initial conversion price | $ / shares										$ 5.20
Issuance of shares, net of cancellations and issuance costs (in shares) | shares				290,244
Shares issued in debt conversion | shares		192,381
Conversion of Subordinated Convertible Notes to common stock		$ 1,000,000
Fair value of debt converted		$ 900,000
Subordinated Convertible Notes | Securities Purchase Agreement
Debt
Conversion of Subordinated Convertible Notes to common stock	$ 12,100,000
Subordinated Convertible Notes | Senior Convertible Notes warrants
Debt
Number of common stock shares, called by warrants | shares				1,745,310
Subordinated Convertible Notes | Prime Rate [Member]
Debt
Spread on interest rate				9%
Subordinated Convertible Notes | Measurement Input, Asset Price [Member]
Debt
Debt instrument, measurement input | $ / shares						1.04	1.04	1.04			5.56
Subordinated Convertible Notes | Measurement Input, Risky Yield [Member]
Debt
Debt instrument, measurement input						0.3610	0.3610	0.3610			0.4120
Subordinated Convertible Notes | Expected Volatility
Debt
Debt instrument, measurement input						0.60	0.60	0.60			0.45
Subordinated Convertible Notes | Risk-Free Interest rate
Debt
Debt instrument, measurement input						0.0491	0.0491	0.0491			0.0419

DEBT - Computation of the loss

DEBT - Computation of the loss on debt extinguishment (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Extinguishment of Debt [Line Items]
Fair value	$ 10,073,509	$ 10,073,509
Fees paid to Noteholder Investors		(62,620)
Consideration transferred to Noteholder Investors		(26,192,552)
Consideration received from Noteholder Investors		6,376,000
Loss on debt extinguishment	(9,743,043)	(9,743,043)	$ (192,731)
Series A convertible preferred stock
Extinguishment of Debt [Line Items]
Consideration transferred to Noteholder Investors		(7,807,681)
Warrant
Extinguishment of Debt [Line Items]
Consideration transferred to Noteholder Investors		(787,250)
Senior Convertible Notes
Extinguishment of Debt [Line Items]
Fair value	2,456,607	2,456,607
Consideration transferred to Noteholder Investors		(3,599,388)
Subordinated Convertible Notes
Extinguishment of Debt [Line Items]
Fair value	$ 7,616,902	7,616,902
Consideration transferred to Noteholder Investors		$ (13,935,613)

DEBT - Other Financing Expense

DEBT - Other Financing Expense (Details)	1 Months Ended	9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)
Debt Instrument [Line Items]
Cash proceeds received		$ 9,526,000
Other financing expense		(2,500,000)
Securities Purchase Agreement | Non-Noteholder Investors
Debt Instrument [Line Items]
Cash proceeds received	$ 3,200,000	3,150,000
Less fair value of Series A Convertible Preferred Stock	(3,857,308)	(3,857,308)
Less fair value of warrants	$ (1,765,607)	(1,765,607)
Other financing expense		$ (2,472,915)

DEBT - Fair Value of Convertibl

DEBT - Fair Value of Convertible Notes (Details)	3 Months Ended			9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2022 USD ($)	Jul. 01, 2023 USD ($)	Dec. 31, 2022 USD ($) $ / shares
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of warrant liability	$ (593,621)			$ (1,857,460)	$ 20,756
Minimum cash balance						$ 4,500,000
Cash and cash equivalents	$ 12,021,908			$ 12,021,908			$ 15,916,141
Measurement Input, Asset Price [Member] | Senior Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input | $ / shares	1.04			1.04			5.56
Measurement Input, Asset Price [Member] | Subordinated Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input | $ / shares	1.04			1.04			5.56
Measurement Input, Risky Yield [Member] | Senior Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input	0.2670			0.2670			0.3180
Measurement Input, Risky Yield [Member] | Subordinated Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input	0.3610			0.3610			0.4120
Expected Volatility | Senior Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input	0.60			0.60			0.45
Expected Volatility | Subordinated Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input	0.60			0.60			0.45
Risk-Free Interest rate | Senior Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input	0.0499			0.0499			0.0423
Risk-Free Interest rate | Subordinated Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input	0.0491			0.0491			0.0419
Senior Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Convertible notes, beginning balance	$ 12,928,404	$ 14,478,000	$ 13,651,000	$ 13,651,000
Increase in fair value of debt in connection with debt extinguishment transaction	1,142,781
Change in fair value of debt	(784,780)	(1,549,596)	827,000
Convertible notes, ending balance	13,286,405	12,928,404	14,478,000	13,286,405
Subordinated Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Convertible notes, beginning balance	15,225,000	12,079,380	10,355,681	10,355,681
Paid-in-kind interest	1,010,814	793,594	723,699
Increase in fair value of debt in connection with debt extinguishment transaction	6,318,711
Change in fair value of debt	(2,914,956)	2,352,026	1,000,000
Convertible notes, ending balance	18,720,000	$ 15,225,000	$ 12,079,380	$ 18,720,000
Subordinated Convertible Notes | Subordinated Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Conversion of Subordinated Convertible Notes to common stock	$ (919,568)

COMMON STOCK WARRANTS - Black-S

COMMON STOCK WARRANTS - Black-Scholes Option Pricing Assumptions (Details) - Convertible notes warrants	Sep. 30, 2023 $ / shares	Dec. 31, 2022 $ / shares
COMMON STOCK WARRANTS
Exercise Price	$ 11.50	$ 11.50
Share Price
COMMON STOCK WARRANTS
Measurement input	1.04	5.56
Dividend Yield
COMMON STOCK WARRANTS
Measurement input	0	0
Expected Volatility
COMMON STOCK WARRANTS
Measurement input	0.65	0.40
Risk-Free Interest rate
COMMON STOCK WARRANTS
Measurement input	0.0470	0.0400
Expected Life
COMMON STOCK WARRANTS
Measurement input	4.18	4.93

COMMON STOCK WARRANTS - Fair Va

COMMON STOCK WARRANTS - Fair Value of Outstanding Warrants (Details) - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Change in fair value of the outstanding warrants classified as liabilities
Change in fair value of warrant liability	$ (593,621)			$ (1,857,460)	$ 20,756
Warrant or right issued				9,151,704		4,597,180
Convertible notes warrants
Change in fair value of the outstanding warrants classified as liabilities
Warrant liability, beginning	727,664	$ 2,834,062	$ 1,991,503	$ 1,991,503
Change in fair value of warrant liability	(593,621)	(2,106,398)	842,559
Warrant liability, ending	$ 134,043	$ 727,664	$ 2,834,062	$ 134,043		$ 1,991,503

REDEEMABLE CONVERTIBLE PREFER_2

REDEEMABLE CONVERTIBLE PREFERRED STOCK (Details)	1 Months Ended		9 Months Ended
	Oct. 31, 2023 USD ($) shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) D $ / shares shares	Dec. 31, 2022 shares
Temporary Equity [Line Items]
Shares Authorized | shares		25,000	25,000	0
Proceeds from issue of redeemable convertible preferred stock | $			$ 9,526,000
Series A Preferred Stock
Temporary Equity [Line Items]
Shares Authorized | shares		25,000	25,000
Convertible preferred stock dividend rate			8%
Issuance of redeemable convertible preferred stock | shares	900		9,526
Proceeds from issue of redeemable convertible preferred stock | $	$ 900,000	$ 9,500,000
Redeemable Series A convertible preferred stock, par value (in dollars per share)		$ 1,000	$ 1,000
Share Price		1	1
Conversion rate		1	$ 1
Percentage of shares to be automatically converted			50%
Trading days | D			30
Consecutive trading days | D			30
Common stock allowed to be issued cap percentage			19.95%
Number of days to call shareholders meeting | D			90
Voting right conversion price			$ 1.04
Liquidation preference percentage			150%
Series A Preferred Stock | Price greater than $4.50 per share
Temporary Equity [Line Items]
Stock price		4.50	$ 4.50
Series A Preferred Stock | Price greater than $6 per share
Temporary Equity [Line Items]
Stock price		$ 6	$ 6

COMMON STOCK - Schedule of comm

COMMON STOCK - Schedule of common stock (Details) - shares	Sep. 30, 2023	Jun. 15, 2023
Class of Stock [Line Items]
Total	36,871,502
Reserve for convertible debt
Class of Stock [Line Items]
Total	18,945,919
Warrant
Class of Stock [Line Items]
Total	12,014,300
Reserve for earn-out shares
Class of Stock [Line Items]
Total	3,000,000
2022 Equity Incentive Plan reserve
Class of Stock [Line Items]
Total	2,411,283
Employee stock purchase plan
Class of Stock [Line Items]
Total	500,000	500,000

EARN-OUT SHARES (Details)

EARN-OUT SHARES (Details) - PubCo Merger	May 09, 2022 tranche $ / shares shares
Common Stock
Maximum number of shares entitled to receive	3,000,000
Number of tranches | tranche	3
First tranche
Common Stock
Number of shares issued	1,000,000
Share price | $ / shares	$ 12.50
Trading period	20 days
Consecutive trading period	30 days
Term of issuance	6 months
Second tranche
Common Stock
Number of shares issued	1,000,000
Share price | $ / shares	$ 15
Trading period	20 days
Consecutive trading period	30 days
Term of issuance	6 months
Third tranche
Common Stock
Number of shares issued	1,000,000
Share price | $ / shares	$ 17.50
Trading period	20 days
Consecutive trading period	30 days
Term of issuance	6 months

EARN-OUT SHARES - Schedule of c

EARN-OUT SHARES - Schedule of changes in fair value of the earnout liability (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2023
Business Acquisition, Contingent Consideration [Line Items]
Change in fair value of earnout liability	$ (3,880,000)			$ (12,080,000)
PubCo Merger
Business Acquisition, Contingent Consideration [Line Items]
Earning liability beginning balance	4,610,000	$ 11,310,000	$ 12,810,000	12,810,000
Change in fair value of earnout liability	(3,880,000)	(6,700,000)	(1,500,000)
Earnout liability, ending balance	$ 730,000	$ 4,610,000	$ 11,310,000	$ 730,000

STOCK-BASED COMPENSATION - 2022

STOCK-BASED COMPENSATION - 2022 Equity Incentive Plan (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Number of Options Outstanding
Granted (in shares)	1,478,915
Cancelled (in shares)	98,232
Options outstanding, end of period (in shares)	1,380,683
Exercisable, end of period (in shares)	0	0
Vested and expected to vest, end of period (in shares)	1,380,683
Vested (in shares)	0	0
Weighted-average Exercise Price
Granted (in dollars per share)	$ 5.20
Cancelled (in dollars per share)	5.20
Options outstanding, end of period (in dollars per share)	5.20
Options vested and expected to vest, end of period (in dollars per share)	$ 5.20
Weighted average Remaining Contractual Life and intrinsic value
Weighted-average remaining life, Options outstanding	9 years 4 months 2 days
Weighted-average remaining life, Option exercisable, end of period	0 years
Weighted-average remaining life, Options vested and expected to vest, end of period	9 years 4 months 2 days
Weighted-average grant date fair value of options granted	$ 2.91

STOCK-BASED COMPENSATION - Fair

STOCK-BASED COMPENSATION - Fair value of the stock options weighted average assumptions (Details)	9 Months Ended
	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Dividend yield	0%
Expected volatility	55%
Risk-free interest rate	3.60%
Expected life	6 years 2 months 12 days

STOCK-BASED COMPENSATION - Stoc

STOCK-BASED COMPENSATION - Stock-based compensation expense (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 146,596	$ 716,193
Unamortized compensation expense	3,300,000	$ 3,300,000
Unrecognized compensation expense recognized over a weighted-average period		3 years 3 months 19 days
Cost of revenue
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	4,478	$ 11,940
Sales and marketing
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	21,158	87,324
Research and development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	52,453	164,260
General and administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 68,507	$ 452,669

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	May 31, 2023	Sep. 30, 2023	Sep. 30, 2023
STOCK-BASED COMPENSATION
Issuance of Common Stock - services (in shares)	20,000
Issuance of Common Stock - services	$ 200,000	$ 919,569
Number of shares in escrow			339,000
Term within which escrow shares are to be released			12 months
Dividend yield			0%
Common stock dividends paid			$ 0
Common stock dividends declared			$ 0

STOCK-BASED COMPENSATION - 2023

STOCK-BASED COMPENSATION - 2023 Employee Stock Purchase Plan (Details) - shares	9 Months Ended
	Sep. 30, 2023	Jun. 15, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares available for purchase	36,871,502
Number of shares issued	0
2023 ESPP
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares available for purchase	500,000	500,000

NET LOSS ATTRIBUTABLE TO COMM_3

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net income (loss) attributable to common stockholders - Basic	$ (11,238,803)	$ (3,548,962)	$ (17,226,044)	$ (9,353,340)
Denominator:
Weighted-average common shares outstanding used in basic calculation	16,115,254	24,713,218	16,071,719	24,611,666
Weighted-average common shares outstanding used in diluted calculation	16,115,254	24,713,218	16,071,719	24,611,666
Basic earnings per share	$ (0.70)	$ (0.14)	$ (1.07)	$ (0.38)
Diluted earnings per share	$ (0.70)	$ (0.14)	$ (1.07)	$ (0.38)
Shares excluded from diluted earnings per share due to their anti-dilutive effect	40,950,105	12,463,950	40,950,105	12,463,950

NET LOSS ATTRIBUTABLE TO COMM_4

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS - Potential Shares of Common Stock Excluded From The Computation Of Diluted Net Loss Per Share (Details) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended
	Oct. 31, 2023	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Antidilutive securities
Potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive			40,950,105	12,463,950	40,950,105	12,463,950
Proceeds from issue of redeemable convertible preferred stock					$ 9,526,000
Series A Preferred Stock
Antidilutive securities
Issuance of redeemable convertible preferred stock	900				9,526
Proceeds from issue of redeemable convertible preferred stock	$ 900,000	$ 9,500,000
Noteholder Investor | Securities Purchase Agreement
Antidilutive securities
Number of common stock shares, called by warrants		1,404,524	1,404,524		1,404,524
Proceeds from issue of redeemable convertible preferred stock		$ 6,400,000
Noteholder Investor | Series A Preferred Stock | Securities Purchase Agreement
Antidilutive securities
Issuance of redeemable convertible preferred stock		6,376
Subsequent Event | Noteholder Investor | Series A Preferred Stock | Securities Purchase Agreement
Antidilutive securities
Issuance of redeemable convertible preferred stock	900
Number of common stock shares, called by warrants	900,000
Proceeds from issue of redeemable convertible preferred stock	$ 900,000
Common stock upon conversion of redeemable convertible preferred stock A
Antidilutive securities
Potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive				4,214,422		4,214,422
Common stock upon conversion of redeemable convertible preferred stock B
Antidilutive securities
Potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive				7,288,333		7,288,333
Non-vested shares of Series C common stock
Antidilutive securities
Potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive				638,972		638,972
Warrants to Purchase Redeemable Convertible Preferred Stock B, As-Converted
Antidilutive securities
Potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive				322,223		322,223
Series A Convertible Preferred stock
Antidilutive securities
Potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive			9,526,000		9,526,000
Warrant
Antidilutive securities
Potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive			11,066,611		11,066,611
Options to purchase common stock
Antidilutive securities
Potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive			1,465,817		1,465,817
Senior Convertible Notes
Antidilutive securities
Potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive			5,858,842		5,858,842
Subordinated Convertible Notes
Antidilutive securities
Potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have been antidilutive			13,032,835		13,032,835