Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 18, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Information [Line Items] | |||
Entity Registrant Name | PERASO INC. | ||
Entity Central Index Key | 0000890394 | ||
Entity File Number | 000-32929 | ||
Entity Tax Identification Number | 77-0291941 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 11,913,739 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 2309 Bering Drive | ||
Entity Address, City or Town | San Jose | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95131 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (408) | ||
Local Phone Number | 418-7500 | ||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | PRSO | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 2,161,160 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Weinberg & Company |
Auditor Firm ID | 572 |
Auditor Location | Los Angeles, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 1,583 | $ 1,828 |
Short-term investments | 1,078 | |
Accounts receivable, net | 731 | 3,244 |
Inventories, net | 2,606 | 5,348 |
Tax credits and receivables | 36 | 41 |
Deferred cost of net revenue | 600 | |
Prepaid expenses and other | 584 | 574 |
Total current assets | 5,540 | 12,713 |
Property and equipment, net | 1,156 | 2,225 |
Right-of-use lease assets | 615 | 1,147 |
Intangible assets, net | 3,280 | 6,278 |
Other | 123 | 123 |
Total assets | 10,714 | 22,486 |
Current liabilities | ||
Accounts payable | 2,448 | 1,844 |
Accrued expenses and other | 611 | 1,817 |
Deferred revenue | 1,105 | 332 |
Short-term lease liabilities | 370 | 687 |
Total current liabilities | 4,534 | 4,680 |
Long-term lease liabilities | 349 | 470 |
Warrant liabilities | 1,748 | 2,079 |
Total liabilities | 6,631 | 7,229 |
Commitments and contingencies (Note 4) | ||
Stockholders’ equity | ||
Preferred stock, value | ||
Common stock, $0.001 par value; 120,000 shares authorized; 673 shares and 357 shares issued and outstanding at December 31, 2023 and 2022, respectively | 1 | |
Exchangeable shares, no par value; unlimited shares authorized; 95 shares and 228 shares outstanding at December 31, 2023 and 2022, respectively | ||
Additional paid-in capital | 170,474 | 164,879 |
Accumulated other comprehensive loss | (25) | |
Accumulated deficit | (166,392) | (149,597) |
Total stockholders’ equity | 4,083 | 15,257 |
Total liabilities and stockholders’ equity | 10,714 | 22,486 |
Series A Preferred Stock | ||
Stockholders’ equity | ||
Preferred stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 120,000 | 120,000 |
Common stock, shares issued | 673 | 357 |
Common stock, shares outstanding | 673 | 357 |
Exchangeable shares, par value (in Dollars per share) | ||
Exchangeable shares, unlimited shares authorized | Unlimited | Unlimited |
Exchangeable shares, shares outstanding | 95 | 228 |
Series A Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net revenue | ||
Total net revenue | $ 13,749 | $ 14,868 |
Cost of net revenue | 11,877 | 8,915 |
Gross profit | 1,872 | 5,953 |
Operating expenses | ||
Research and development | 14,398 | 19,768 |
Selling, general and administrative | 8,505 | 11,108 |
Gain on license and asset sale | (406) | (2,557) |
Impairment of goodwill | 9,946 | |
Total operating expenses | 22,497 | 38,265 |
Loss from operations | (20,625) | (32,312) |
Interest expense | (21) | (16) |
Change in fair value of warrant liabilities | 3,493 | 1,595 |
Financing cost - warrant issuance | (1,576) | |
Other income (expense), net | 358 | (89) |
Net loss | (16,795) | (32,398) |
Other comprehensive loss, net of tax: | ||
Net unrealized loss on available-for-sale-securities | (25) | |
Comprehensive loss | $ (16,795) | $ (32,423) |
Net loss per share | ||
Basic (in Dollars per share) | $ (26) | $ (64.41) |
Shares used in computing net loss per share | ||
Basic (in Shares) | 646 | 503 |
Product | ||
Net revenue | ||
Total net revenue | $ 12,853 | $ 14,199 |
Royalty and Other | ||
Net revenue | ||
Total net revenue | $ 896 | $ 669 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Diluted | $ (26) | $ (64.41) |
Diluted | 646 | 503 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) shares in Thousands, $ in Thousands | Series A Special Voting Preferred Stock | Common Stock | Exchangeable Shares | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 159,268 | $ (117,199) | $ 42,069 | ||||
Balance (in Shares) at Dec. 31, 2021 | 307 | 233 | |||||
Exchange of exchangeable shares | |||||||
Exchange of exchangeable shares (in Shares) | 5 | (5) | |||||
Issuance of common stock under stock plans, net of taxes paid related to net share settlements of restricted stock units | (119) | (119) | |||||
Issuance of common stock under stock plans, net of taxes paid related to net share settlements of restricted stock units (in Shares) | 12 | ||||||
Sale of common stock and warrants | 2,099 | 2,099 | |||||
Sale of common stock and warrants (in Shares) | 33 | ||||||
Initial recognition of fair value of warrant liability | (2,099) | (2,099) | |||||
Unrealized gain on available-for-sale securities | (25) | (25) | |||||
Stock-based compensation | 5,730 | 5,730 | |||||
Net loss | (32,398) | (32,398) | |||||
Balance at Dec. 31, 2022 | 164,879 | (25) | (149,597) | 15,257 | |||
Balance (in Shares) at Dec. 31, 2022 | 357 | 228 | |||||
Exchange of exchangeable shares | $ 1 | (1) | |||||
Exchange of exchangeable shares (in Shares) | 133 | (133) | |||||
Issuance of common stock upon exercise of warrants | 46 | 46 | |||||
Issuance of common stock upon exercise of warrants (in Shares) | 115 | ||||||
Issuance of common stock under stock plans, net of taxes paid related to net share settlements of restricted stock units | (49) | (49) | |||||
Issuance of common stock under stock plans, net of taxes paid related to net share settlements of restricted stock units (in Shares) | 12 | ||||||
Sale of common stock and warrants | 3,548 | 3,548 | |||||
Sale of common stock and warrants (in Shares) | 56 | ||||||
Initial recognition of fair value of warrant liability | (3,162) | (3,162) | |||||
Unrealized gain on available-for-sale securities | 25 | 25 | |||||
Stock-based compensation | 5,213 | 5,213 | |||||
Net loss | (16,795) | (16,795) | |||||
Balance at Dec. 31, 2023 | $ 1 | $ 170,474 | $ (166,392) | $ 4,083 | |||
Balance (in Shares) at Dec. 31, 2023 | 673 | 95 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (16,795) | $ (32,398) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,811 | 3,057 |
Stock-based compensation | 5,213 | 5,730 |
Change in fair value of warrant liabilities | (3,493) | (1,595) |
Inventory write-down | 3,558 | |
Financing costs - warrant issuances | 1,576 | |
Impairment of goodwill | 9,946 | |
Allowance for bad debt | (154) | |
Accrued interest on debt obligation | (22) | 9 |
Interest portion of financing lease repayment | (16) | |
Impairment of intangible assets and property and equipment | 349 | |
Other | 3 | 89 |
Changes in assets and liabilities | ||
Accounts receivable | 2,667 | (808) |
Inventories | (816) | (1,525) |
Prepaid expenses and other assets | 590 | (59) |
Tax credits and receivables | 5 | 1,160 |
Accounts payable | 604 | (94) |
Right-of-use assets | 670 | 578 |
Lease liabilities - operating | (447) | (542) |
Deferred revenue and other liabilities | (433) | (1,128) |
Net cash used in operating activities | (4,690) | (16,020) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (94) | (988) |
Purchases of intangible assets | (21) | |
Proceeds from maturities of marketable securities | 1,100 | 11,534 |
Purchases of marketable securities | (488) | |
Net cash provided by investing activities | 1,006 | 10,037 |
Cash flows from financing activities: | ||
Proceeds from sale of common stock, net | 3,595 | 2,099 |
Repayment of financing lease | (107) | (61) |
Taxes paid to net share settle equity awards | (49) | (120) |
Net cash provided by financing activities | 3,439 | 1,918 |
Net decrease in cash and cash equivalents | (245) | (4,065) |
Cash and cash equivalents at beginning of period | 1,828 | 5,893 |
Cash and cash equivalents at end of year | 1,583 | 1,828 |
Noncash investing and financing activities: | ||
Initial recognition of warrant liability | 3,162 | 3,673 |
Recognition of right-of-use assets and lease liabilities | 138 | 1,003 |
Unrealized gain (loss) on available-for-sale securities | $ (26) | $ 26 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
The Company and Summary of Significant Accounting Policies [Abstract] | |
The Company and Summary of Significant Accounting Policies | Note 1. The Company and Summary of Significant Accounting Policies Peraso Inc., formerly known as MoSys, Inc. (the Company), On September 14, 2021, the Company and its subsidiaries, 2864552 Ontario Inc. (Callco) and 2864555 Ontario Inc. (Canco), entered into an Arrangement Agreement (the Arrangement Agreement) with Peraso Technologies Inc. (Peraso Tech), a corporation existing under the laws of the province of Ontario, to acquire all of the issued and outstanding common shares of Peraso Tech (the Peraso Shares), including those Peraso Shares to be issued in connection with the conversion or exchange of secured convertible debentures and common share purchase warrants of Peraso Tech, as applicable, by way of a statutory plan of arrangement (the Arrangement) under the Business Corporations Act (Ontario). , For accounting purposes, Peraso Tech, the legal subsidiary, was treated as the accounting acquirer and the Company, the legal parent, was treated as the accounting acquiree. The transaction was accounted for as a reverse acquisition in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 805, Business Combinations (ASC 805) Liquidity and Going Concern The Company incurred net losses of approximately $16.8 million and $32.4 million for the years ended December 31, 2023 and 2022, respectively, and had an accumulated deficit of approximately $166.4 million as of December 31, 2023. These and prior year losses have resulted in significant negative cash flows and have required the Company to raise substantial amounts of additional capital. To date, the Company has primarily financed its operations through multiple offerings of common stock and issuance of convertible notes and loans to investors and affiliates. As disclosed in Note 13, in February 2024, the Company completed a public offering of its common stock and warrants for net proceeds of $3.3 million. The Company expects to continue to incur operating losses for the foreseeable future as it secures additional customers and continues to invest in the commercialization of its products. The Company will need to increase revenues substantially beyond levels that it has attained in the past in order to generate sustainable operating profit and sufficient cash flows to continue doing business without raising additional capital from time to time. As a result of the Company’s expected operating losses and cash burn for the foreseeable future, as well as recurring losses from operations, if the Company is unable to raise sufficient capital through additional debt or equity arrangements, there will be uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern within one year from the date of issuance of these consolidated financial statements. These consolidated financial statements do not include any adjustments that might result from this uncertainty. There can be no assurance that such additional capital, whether in the form of debt or equity financing, will be sufficient or available and, if available, that such capital will be offered on terms and conditions acceptable to the Company. The Company’s primary focus is producing and selling its products. If the Company is unsuccessful in these efforts, it will need to implement additional cost reduction strategies, which could further affect its near- and long-term business plan. These efforts may include, but are not limited to, reducing headcount and curtailing business activities. Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year ends on December 31 of each calendar year. Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flows. Reverse Stock Split On December 15, 2023, the Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-40 reverse stock split of the Company’s shares of common stock. Further, on January 2, 2024, Canco filed a certificate of amendment to its amended and restated certificate of incorporation under the Ontario Business Corporations Act to effect a 1-for-40 reverse stock split of the outstanding exchangeable shares. Such amendments and ratio were previously approved by the Company’s stockholders and board of directors. As a result of the reverse stock split, which was effective for trading purposes on January 3, 2024, every 40 shares of the Company’s pre-reverse split outstanding common stock and exchangeable shares were combined and reclassified into one share of common stock. Proportionate voting rights and other rights of holders of common stock and exchangeable shares were not affected by the reverse stock split. Any fractional shares of common stock and exchangeable shares resulting from the reverse stock split were rounded up to the nearest whole share. All stock options and restricted stock units outstanding and common stock reserved for issuance under the Company’s equity incentive plans and warrants outstanding immediately prior to the reverse stock split were adjusted by dividing the number of affected shares of common stock by 40 and, as applicable, multiplying the exercise price by 40, as a result of the reverse stock split. All share and per-share amounts in these consolidated financial statements have been restated to reflect the reverse stock split as if it had occurred at the beginning of the earliest period presented. Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets. COVID-19 and World Unrest The global outbreak of the coronavirus disease 2019 (COVID-19) was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020. This negatively affected the U.S. and global economy, disrupted global supply chains, significantly restricted travel and transportation, resulted in mandated closures and orders to “shelter-in-place” and created significant disruption of the financial markets. While the U.S. national emergency expired in May 2023 and substantially all closures and “shelter-in-place” orders have ended, there can be no assurance that COVID-19 will not impact the Company’s operational and financial performance in the future, as actions taken by U.S. and foreign government agencies to prevent disease spread are uncertain, out of the Company’s control, and cannot be predicted. World unrest due to wars and terrorist attacks have led to further economic disruptions. Mounting inflationary cost pressures and recessionary fears have negatively impacted the global economy. Since mid-2022, at times, the U.S. Federal Reserve has addressed elevated inflation by increasing interest rates. Given current market conditions, the Company may be unable to access the capital markets, and additional capital may only be available to the Company on terms that could be significantly detrimental to the Company’s current stockholders and to the Company’s business. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses recognized during the reported period. Material estimates may include assumptions made in determining reserves for uncollectible receivables, inventory write-downs, impairment of long-term assets, purchase price allocations, valuation allowance on deferred tax assets, accruals for potential liabilities and assumptions made in valuing equity instruments and warrant liabilities. Actual results could differ from those estimates. Cash Equivalents and Investments The Company has invested its excess cash in money market accounts, certificates of deposit, corporate debt, government-sponsored enterprise bonds and municipal bonds and considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Investments with original maturities greater than three months and remaining maturities less than one year are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments. Management generally determines the appropriate classification of securities at the time of purchase. All securities are classified as available-for-sale. The Company’s available-for-sale short-term and long-term investments are carried at fair value, with the unrealized holding gains and losses reported in accumulated other comprehensive income (loss). Realized gains and losses and declines in the value judged to be other-than-temporary are included in the other income, net line item in the consolidated statements of operations. The cost of securities sold is based on the specific identification method. Fair Value Measurements The Company measures the fair value of financial instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level 1 —Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Level 2 —Pricing is provided by third party sources of market information obtained through the Company’s investment advisors, rather than models. The Company does not adjust for, or apply, any additional assumptions or estimates to the pricing information it receives from advisors. The Company’s Level 2 securities include cash equivalents and available-for-sale securities, which consisted primarily of certificates of deposit, corporate debt, and government agency and municipal debt securities from issuers with high-quality credit ratings. The Company’s investment advisors obtain pricing data from independent sources, such as Standard & Poor’s, Bloomberg and Interactive Data Corporation, and rely on comparable pricing of other securities because the Level 2 securities are not actively traded and have fewer observable transactions. The Company considers this the most reliable information available for the valuation of the securities. Level 3 —Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment are used to measure fair value. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The determination of fair value for Level 3 investments and other financial instruments involves the most management judgment and subjectivity. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of lease obligations and long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. The Company measures the fair value of its warrant liabilities using Level 3 inputs. Derivatives and Liability-Classified Instruments The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and the guidance provided by the Financial Accounting Standards Board (FASB) in ASC 480 , Distinguishing Liabilities from Equity (ASC 480) Derivatives and Hedging (ASC 815) Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure that its trade receivables balances are not overstated due to uncollectibility. The Company performs ongoing customer credit evaluations within the context of the industry in which it operates and generally does not require collateral from its customers. A specific allowance of up to 100% of the invoice value is provided for any problematic customer balances. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The Company grants credit only to customers deemed creditworthy in the judgment of management. The allowance for doubtful accounts receivable was approximately $30,000 and $183,000 as of December 31, 2023 and 2022, respectively. Inventories The Company values its inventories at the lower of cost, which approximates actual cost on a first-in, first-out basis, or net realizable value. Costs of inventories primarily consisted of material and third party assembly costs. The Company records write-downs for estimated obsolescence or unmarketable inventories based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those expected by management, additional adjustments to inventory valuation may be required. Charges for obsolete and slow-moving inventories are recorded based upon an analysis of specific identification of obsolete inventory items and quantification of slow moving inventory items. The Company recorded write-downs of inventory of approximately $3,558,000 and $420,000 during the years ended December 31, 2023 and 2022, respectively. Property and Equipment Property and equipment are originally recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to six years. Depreciation is recorded in cost of sales and operating expenses in the consolidated statements of operations and comprehensive loss. Leasehold improvements and assets acquired through capital leases are amortized over the shorter of their estimated useful life or the lease term, and related amortization is recorded in operating expenses in the consolidated statements of operations. Intangible and Long-lived Assets Intangible assets are recorded at cost and amortized on a straight-line method over their estimated useful lives of three to ten years. Amortization of developed technology and other intangibles directly related to the Company’s products is included in cost of net revenue, while amortization of customer relationships and other intangibles not associated with the Company’s products is included in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. The Company regularly reviews the carrying value and estimated lives of its long-lived assets and finite-lived intangible assets to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the long-lived asset group over the asset’s fair value. Purchased Intangible Assets Intangible assets acquired in business combinations are accounted for based on the fair value of assets purchased and are amortized over the period in which economic benefit is estimated to be received. Intangible assets subject to amortization, including those acquired in business combinations were as follows (amounts in thousands): December 31, 2023 Gross Net Carrying Accumulated Other Carrying Amount Amortization Impairment Amount Developed technology $ 5,726 $ (3,471 ) $ — $ 2,255 Customer relationships 2,556 (1,550 ) — 1,006 Other 186 (61 ) (106 ) 19 Total $ 8,468 $ (5,082 ) $ (106 ) $ 3,280 December 31, 2022 Gross Net Carrying Accumulated Carrying Amount Amortization Amount Developed technology $ 5,726 $ (1,491 ) $ 4,235 Customer relationships 2,556 (666 ) 1,890 Other 186 (33 ) 153 Total $ 8,468 $ (2,190 ) $ 6,278 Developed technology primarily consisted of MoSys’ products that have reached technological feasibility and primarily relate to its memory semiconductor products and technology. The value of the developed technology was determined by discounting estimated net future cash flows of these products. Amortization related to developed technology of $2.0 million and $1.4 million for the years ended December 31, 2023 and 2022, respectively, was included in cost of net revenue in the consolidated statements of operations and comprehensive loss. Customer relationships relate to the Company’s ability to sell existing and future versions of its products to MoSys’ customers existing at the time of the arrangement. The fair value of the customer relationships was determined by discounting estimated net future cash flows from the customer relationships. Amortization related to customer relationships of $0.9 million and $0.6 million for the years ended December 31, 2023 and 2022, respectively, was included in selling, general and administrative expense in the consolidated statements of operations and comprehensive loss. During 2023, the Company revised the remaining estimated life for its developed technology and customer relationship intangible assets to 18 months as a result of the end-of-life of its memory products (see Note 12). Other amortization expense was approximately $28,000 and $27,000 for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, estimated future amortization expense related to intangible assets is expected to be (in thousands): Year ending December 31, 2024 $ 3,267 2025 6 2026 6 2027 1 $ 3,280 Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill to reporting units based on the expected benefit from the business combination. Allocation of purchase consideration to identifiable assets and liabilities affects the amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. Goodwill The Company determines the amount of a potential goodwill impairment by comparing the fair value of the reporting unit with its carrying amount. To the extent the carrying value of a reporting unit exceeds its fair value, a goodwill impairment charge is recognized. The Company has determined that it has a single reporting unit for purposes of performing its goodwill impairment test. As the Company uses the market approach to determine the step one fair value of the reporting unit, the price of its common stock is an important component of the fair value calculation. If the Company’s stock price experiences significant price and volume fluctuations, this will impact the fair value of the reporting unit, which can lead to potential impairment in future periods. The Company reviews goodwill for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than the carrying amount as a basis for determining whether it is necessary to perform an impairment test. If the qualitative assessment warrants further analysis, the Company compares the fair value of the reporting unit to its carrying value. The fair value of the reporting unit is determined using the market approach. If the fair value of the reporting unit exceeds the carrying value of net assets of the reporting unit, goodwill is not impaired. If the carrying value of the reporting unit’s goodwill exceeds its fair value, then the Company must record an impairment charge equal to the difference. During the three months ended December 31, 2022, the Company concluded a triggering event had occurred due to the sustained decrease in the price per share of its common stock and related reduced market capitalization. The Company performed a test for goodwill impairment, and, due to the decrease in the price per share of its common stock, the test results indicated the goodwill carrying value was greater than its implied fair value. As a result of the impairment test, the Company recorded a non-cash impairment charge totaling $9.9 million, and the Company’s goodwill balance was reduced to zero as of December 31, 2022. Leases ASC 842, Leases Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, The Company generates revenue primarily from sales of integrated circuits and module products, performance of engineering services and licensing of its intellectual property. Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. Product revenue Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied. The majority of the Company’s contracts have a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when title and risk of loss have been transferred to the customer, generally at the time of shipment of products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated, formula, list or fixed price. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically 60 days or less. The Company may record an estimated allowance, at the time of shipment, for future returns and other charges against revenue consistent with the terms of sale. Royalty and other The Company’s licensing contracts typically provide for royalties based on the licensee’s use of the Company’s memory technology in its currently shipping commercial products. The Company estimates its royalty revenue in the calendar quarter in which the licensee uses the licensed technology. Payments are received in the subsequent quarter. The Company also generates revenue from licensing its technology. The Company recognizes license fees as revenue at the point of time when the control of the license has been transferred and the Company has no continuing performance obligations to the customer. Engineering services revenue Engineering and development contracts with customers generally contain a single performance obligation that is delivered over time. Revenue is recognized using an output method that is consistent with the satisfaction of the performance obligation as a measure of progress. Deferred cost of net revenue During the year ended December 31, 2022, the Company had $1.1 million of product shipments for which the revenue recognition criteria under ASC 606 had not been met. Accordingly, the cost of net revenue of approximately $0.6 million associated with these shipments was deferred and presented as deferred cost of net revenue in the consolidated balance sheets as of December 31, 2022. During the three months ended March 31, 2023, the Company recognized the associated revenue and cost of net revenue. Contract liabilities – deferred revenue The Company’s contract liabilities consist of advance customer payments and deferred revenue. The Company classifies advance customer payments and deferred revenue as current or non-current based on the timing of when the Company expects to recognize revenue. As of December 31, 2023 and 2022, contract liabilities were in a current position and included in deferred revenue. During the year ended December 31, 2023, the Company recognized approximately $332,000 of revenue that had been included in deferred revenue as of December 31, 2022. See Note 7 for disaggregation of revenue by geography. The Company does not have significant financing components, as payments from customers are typically due within 60 days of invoicing, and the Company has elected the practical expedient to not value financing components that are less than one year. Shipping and handling costs are generally incurred by the customer, and, therefore, are not recorded as revenue. Cost of Net Revenue Cost of net revenue consists primarily of direct and indirect costs of product sales, including amortization of intangible assets and depreciation of production-related fixed assets. Advertising Costs Advertising costs are expensed as incurred. Advertising costs were not significant for the years ended December 31, 2023 and 2022. Research and Development Engineering costs are recorded as research and development expense in the period incurred. Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees. The Company accounts for such grants based on ASC No. 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on a straight-line basis over the vesting period. The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing (Black Scholes) model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the options, and future dividends. Compensation expense is recorded based upon the value derived from the Black Scholes model. The assumptions used in the Black Scholes model could materially affect compensation expense recorded in future periods. Foreign Currency Transactions The functional currency of the Company is the U.S dollar. All foreign currency transactions are initially measured and recorded in an entity’s functional currency using the exchange rate on the date of the transaction. All monetary assets and liabilities are remeasured at the end of each reporting period using the exchange rate at that date. All non-monetary assets and related expense, depreciation or amortization are not subsequently remeasured and are measured using the historical exchange rate. An average exchange rate may be used to recognize income and expense items earned or incurred evenly over a period. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the statement of operations, except for the gains and losses arising from the conversion of the carrying amount of the foreign currency denominated convertible preferred shares into the functional currency that are presented as adjustment to the net loss to arrive at net loss attributable to common stockholders. Per-Share Amounts Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of exchangeable shares and shares of common stock outstanding during the period. Diluted net loss per share gives effect to all potentially dilutive exchangeable and common shares outstanding during the period. Potentially dilutive common shares consist of incremental exchangeable shares and shares of common stock issuable upon the achievement of escrow terms, exercise of stock options, vesting of stock awards and exercise of warrants. The following table sets forth securities outstanding that were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands): December 31, 2023 2022 Escrow shares - exchangeable shares 33 33 Escrow shares - common stock 13 13 Options to purchase common stock 36 37 Unvested restricted common stock units 15 26 Common stock warrants 242 124 Total 339 233 Income Taxes The Company determines deferred tax assets and liabilities based upon the differences between the financial statement and tax bases of the Company’s assets and liabilities using tax rates in effect for the year in which the Company expects the differences to affect taxable income. A valuation allowance is established for any deferred tax assets for which it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company files U.S. federal and state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2015 through 2020 tax years generally remain subject to examination by U.S. federal and state tax authorities, and the 2011 through 2020 tax years generally remain subject to examination by foreign tax authorities. At December 31, 2023, the Company did not have any material unrecognized tax benefits nor expect its unrecognized tax benefits to change significantly over the next 12 months. The Company recognizes interest related to unrecognized tax benefits as income tax expense and penalties related to unrecognized tax benefits as other income and expense. During the years ended December 31, 2023 and 2022, the Company did not recognize any interest or penalties related to unrecognized tax benefits. Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (the SEC) did not, or is not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | Note 2: Fair Value of Financial Instruments The following table represents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022 and the basis for that measurement (in thousands): December 31, 2023 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds (1) $ 1 $ — $ — $ — Liabilities: Warrant liability $ 1,748 $ — $ — $ 1,748 December 31, 2022 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds (1) $ 73 $ — $ — $ — Corporate notes and commercial paper $ 1,078 $ — $ 1,078 $ — Liabilities: Warrant liability $ 2,079 $ — $ — $ 2,079 (1) Included in cash and cash equivalents The following table represents the Company’s determination of fair value for its financial assets (cash equivalents and investments) (in thousands): December 31, 2023 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ 1,583 $ — $ — $ 1,583 December 31, 2022 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ 1,828 $ — $ — $ 1,828 Short-term investments 1,103 — (25 ) 1,078 $ 2,931 $ — $ (25 ) $ 2,906 |
Balance Sheet Detail
Balance Sheet Detail | 12 Months Ended |
Dec. 31, 2023 | |
Consolidated Balance Sheet Detail [Abstract] | |
Balance Sheet Detail | Note 3. Balance Sheet Detail December 31, 2023 2022 (in thousands) Inventories: Raw materials $ 209 $ 1,279 Work-in-process 1,517 2,595 Finished goods 880 1,474 $ 2,606 $ 5,348 Prepaid expenses and other: Prepaid inventory and production costs $ 452 $ 186 Prepaid insurance 37 77 Prepaid software 67 173 Other 28 138 $ 584 $ 574 Property and equipment, net: Machinery and equipment $ 4,848 $ 4,630 Computer equipment and software 377 342 Furniture and fixtures 93 93 Leasehold improvements 428 555 Total property and equipment 5,746 5,620 Less: Accumulated depreciation and amortization (4,590 ) (3,395 ) $ 1,156 $ 2,225 During the year ended December 31, 2023, the Company wrote off assets with a book value of approximately $243,000 to depreciation expense as a loss on disposal. The net book value of assets written off was allocated between cost of net revenue of $116,000 and the remaining book value of $127,000 was charged to operating expenses. During the year ended December 31, 2022, the Company wrote-off fully depreciated assets, or assets that were no longer in service, with a historical cost of approximately $6,380,000 with corresponding accumulated depreciation of approximately $6,227,000. Depreciation expense of approximately $535,000 and approximately $384,000 was charged to cost of net revenue and operating expenses, respectively, for the year ended December 31, 2023. The Company wrote off the remaining book value of approximately $153,000 to depreciation expense as a loss on disposal during the year ended December 31, 2022. December 31, 2023 2022 (in thousands) Accrued Expenses & Other: Accrued wages and employee benefits $ 405 $ 469 Professional fees, legal and consulting 158 514 Financing liability — 330 Warranty accrual 37 39 Other 11 465 $ 611 $ 1,817 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 4. Commitments and Contingencies Leases The Company has facility leases that it accounts for under ASC 842, including the operating leases for its corporate headquarters facility in San Jose, California, and facilities in Toronto and Markham Ontario, Canada. In November 2023, the Company renewed the San Jose facility lease for a one-year term commencing January 15, 2024 (the Renewal Term), and effective with the commencement of the Renewal term the Company ceased accounting for the lease under ASC 842. In December 2023, the Company renewed the Toronto office lease for a one-year term commencing January 1, 2024. In May 2022, the Company entered into a lease for the facility in Markham with a 60-month term, which commenced June 21, 2022. The Markham landlord also provided a lease incentive of approximately $286,200 (the Incentive). In 2023, the Company received payment of $143,100 from the Markham landlord of the first installment of the Incentive. The remaining balance of the Incentive is paid to the Company in the form of an adjustment to rent during the last three months of each year during the remaining lease term. During 2023, a credit of $35,775 was made against the rent during the three months ended December 31, 2023. As of December 31, 2023, the pending Lease Incentive to be received was $107,325. Upon the renewal of the Toronto lease in 2023, the Company recognized a right-of-use asset of approximately $137,700. The discount rate used to measure the lease assets and liabilities for the renewal was 8%. The initial right-of-use asset and corresponding liability of approximately $1.0 million for the Markham facility lease was measured at the present value of the future minimum lease payments. The discount rate used to measure the lease assets and liabilities was 8%. Lease expense is recognized on a straight-line basis over the lease term. On March 1, 2022, the Company entered into a 36-month finance lease agreement for the lease of equipment resulting in the recognition of a right-of-use asset and lease liability of approximately $274,000. On November 1, 2022, the Company entered into a 36-month finance lease agreement for the lease of equipment resulting in the recognition of a right-of-use asset of approximately $124,000 and lease liability of approximately $117,000. The following table provides the details of right-of-use assets lease liabilities Year Ended December 31, Right-of-use assets: Operating leases $ 422 Finance lease 193 Total right-of-use assets $ 615 Lease liabilities: Operating leases $ 525 Finance lease 194 Total lease liabilities $ 719 Future minimum payments under the leases at December 31, 2023 are listed in the table below (in thousands): Year ending December 31, 2024 $ 413 2025 166 2026 110 2027 108 Total future lease payments 797 Less: imputed interest (78 ) Present value of lease liabilities $ 719 The following table provides the details of supplemental cash flow information (in thousands): Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for leases $ 674 $ 704 Rent expense was approximately $0.6 million and $0.7 million for the years ended December 31, 2023 and 2022, respectively. In addition to the minimum lease payments, the Company is responsible for property taxes, insurance and certain other operating costs related to the leased facilities and equipment. Indemnification In the ordinary course of business, the Company enters into contractual arrangements under which it may agree to indemnify the counterparties from any losses incurred relating to breach of representations and warranties, failure to perform certain covenants, or claims and losses arising from certain events as outlined within the particular contract, which may include, for example, losses arising from litigation or claims relating to past performance. Such indemnification clauses may not be subject to maximum loss clauses. The Company has also entered into indemnification agreements with its officers and directors. No material amounts were reflected in the Company’s consolidated financial statements for the years ended December 31, 2023 and 2022 related to these indemnifications. The Company has not estimated the maximum potential amount of indemnification liability under these agreements due to the limited history of prior claims and the unique facts and circumstances applicable to each particular agreement. To date, the Company has not made any payments related to these indemnification agreements. Product Warranties The Company warrants certain of its products to be free of defects generally for a period of three years. The Company estimates its warranty costs based on historical warranty claim experience and includes such costs in cost of net revenues. Warranty costs were not material for the years ended December 31, 2023 and 2022. Legal Matters The Company is not a party to any legal proceeding that the Company believes is likely to have a material adverse effect on its consolidated financial position or results of operations. From time to time the Company may be subject to legal proceedings and claims in the ordinary course of business. These claims, even if not meritorious, could result in the expenditure of significant financial resources and diversion of management efforts. Purchase Obligations The Company’s primary purchase obligations include non-cancelable purchase orders for inventory and computer-aided-design (CAD) software. At December 31, 2023, the Company had outstanding non-cancelable purchase orders for inventory, primarily wafers and substrates, and related expenditures of approximately $2.3 million and non-cancelable purchase orders for CAD software of $3.1 million over 24 months. |
Retirement Savings Plan
Retirement Savings Plan | 12 Months Ended |
Dec. 31, 2023 | |
Defined Benefit Plan [Abstract] | |
Retirement Savings Plan | Note 5: Retirement Savings Plan Effective January 1997, the Company adopted the Peraso 401(k) Plan (the Savings Plan), which qualifies as a thrift plan under Section 401(k) of the Internal Revenue Code. Full-time and part-time employees who are at least 21 years of age are eligible to participate in the Savings Plan at the time of hire. Participants may contribute up to 15% of their earnings to the Savings Plan. No matching contributions were made by the Company during the years ended December 31, 2023 and 2022. |
Business Segments, Concentratio
Business Segments, Concentration of Credit Risk and Significant Customers | 12 Months Ended |
Dec. 31, 2023 | |
Business Segments, Concentration of Credit Risk and Significant Customers [Abstract] | |
Business Segments, Concentration of Credit Risk and Significant Customers | Note 6. Business Segments, Concentration of Credit Risk and Significant Customers The Company determines its reporting units in accordance with ASC No. 280, Segment Reporting Management has determined that the Company has one consolidated operating segment. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments. The Company recognized revenue from shipments of product, licensing of its technologies and performance of services to customers by geographical location as follows (in thousands): Year Ended December 31, 2023 2022 United States $ 8,786 $ 8,932 Hong Kong 689 2,428 Taiwan 2,633 1,205 Rest of world 1,641 2,303 Total net revenue $ 13,749 $ 14,868 The following is a breakdown of product revenue by category (in thousands): Years Ended Product category 2023 2022 Memory ICs $ 8,446 $ 7,722 mmWave ICs 2,726 3,289 mmWave modules 1,677 3,170 mmWave other products 4 18 $ 12,853 $ 14,199 Customers who accounted for at least 10% of total net revenue were: Year Ended December 31, 2023 2022 Customer A 35 % 26 % Customer B 22 % 11 % Customer C 18 % * Customer D * 21 % Customer E * 16 % * Represents less than 10% As of December 31, 2023, three customers accounted for 83% of accounts receivable, and the Company had a provision for doubtful accounts of $30,000 against one of the customer’s receivables. Four customers accounted for 79% of accounts receivable as of December 31, 2022. |
Income Tax Provision
Income Tax Provision | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | Note 7. Income Tax Provision Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were (in thousands): Year Ended December 31, 2023 2022 Deferred tax assets: Federal and state loss carryforwards $ 4,847 $ 9,017 Reserves, accruals and other 328 344 Depreciation and amortization 1,329 611 Deferred stock-based compensation 2,429 2,682 Capitalized research and development costs 660 965 Research and development credit carryforwards 6,744 6,655 Total deferred tax assets 16,337 20,274 Less: Valuation allowance (16,337 ) (20,274 ) Net deferred tax assets, net $ — $ — The $3.9 million decrease in the valuation allowance during 2023 was primarily the result of a decrease to the net operating loss carryforwards for the current year. The valuation allowance increased by $4.4 million during the year ended December 31, 2022. Utilization of the Company’s net operating losses (NOLs) and tax credit carryforwards is subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code (IRC) and similar state provisions. Section 382 of the IRC (Section 382) imposes limitations on a corporation’s ability to utilize its NOL and tax credit carryforwards, if it experiences an “ownership change.” In general terms, an ownership change may result from transactions increasing the ownership percentage of certain stockholders in the stock of the corporation by more than 50% over a three-year period. In the event of an ownership change, utilization of the NOLs would be subject to an annual limitation under Section 382 determined by multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate. While a formal study has not been performed, the Company believes that Section 382 ownership changes occurred as a result of financing transaction in 2018 and the Arrangement. The Company believes the Section 382 limitations will result in approximately 91% of the federal and state NOLs expiring before they can be utilized, and approximately 98% of the federal tax credit carryforwards expiring before they can be utilized. As of December 31, 2023, the Company had NOLs of approximately $212.7 million for federal income tax purposes and approximately $131.2 million for state income tax purposes. Only approximately $18.7 million of the federal NOLs and $13.3 million of the state NOLs are expected to be available before expiration due to the Section 382 limitation. These NOLs are available to reduce future taxable income and will expire at various times from 2025 through 2037, except federal NOLs from 2018 to 2023 which have no expiration date. As of December 31, 2023, the Company also had federal research and development tax credit carryforwards of approximately $8.1 million that will expire at various times through 2042, and California research and development credits of approximately $8.5 million, which do not have an expiration date. A reconciliation of income taxes provided at the federal statutory rate (21%) to the actual income tax provision is as follows (in thousands): Year Ended December 31, 2023 2022 Income tax benefit computed at U.S. statutory rate $ 277 $ (6,804 ) Research and development credits — (38 ) Stock-based compensation 9 1,033 Amortization of intangible assets (60 ) (60 ) Goodwill impairment — 2,089 Change in fair value of warrant liabilities (734 ) — Valuation allowance changes affecting tax provision 506 3,774 Other 2 6 Income tax provision $ — $ — |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | Note 8. Stock-Based Compensation Common Stock Equity Plans In 2010, the Company adopted the 2010 Equity Incentive Plan and later amended it in 2014, 2017 and 2018 (the Amended 2010 Plan). The Amended 2010 Plan was terminated in August 2019 and remains in effect as to outstanding equity awards granted prior to the date of expiration. No new awards may be made under the Amended 2010 Plan. In August 2019, the Company’s stockholders approved the 2019 Stock Incentive Plan (the 2019 Plan) to replace the Amended 2010 Plan. The 2019 Plan authorizes the board of directors or the compensation committee of the board of directors to grant a broad range of awards including stock options, stock appreciation rights, restricted stock, performance-based awards, and restricted stock units. Under the 2019 Plan, 4,563 shares were initially reserved for issuance. In November 2021, in connection with the approval of the Arrangement, the Company’s stockholders approved an amendment increasing the number of shares reserved for issuance under the 2019 Plan by 77,674 shares. Under the 2019 Plan, the term of all incentive stock options granted to a person who, at the time of grant, owns stock representing more than 10% of the voting power of all classes of the Company’s stock may not exceed five years. The exercise price of stock options granted under the 2019 Plan must be at least equal to the fair market value of the shares on the date of grant. Generally, awards under the 2019 Plan will vest over a three to four-year period, and options will have a term of 10 years from the date of grant. In addition, the 2019 Plan provides for automatic acceleration of vesting for options granted to non-employee directors upon a change of control of the Company. In connection with the Arrangement, the Company assumed the Peraso Technologies Inc. 2009 Share Option Plan (the 2009 Plan) and all outstanding options granted pursuant to the terms of the 2009 Plan. Each outstanding, unexercised and unexpired option under the 2009 Plan, whether vested or unvested, was assumed by the Company and converted into options to purchase shares of the Company’s common stock and became exercisable by the holder of such option in accordance with its terms, with (i) the number of shares of common stock subject to each option multiplied by the Exchange Ratio and (ii) the per share exercise price upon the exercise of each option divided by the Exchange Ratio. In connection with the Arrangement, no further awards will be made under the 2009 Plan. The 2009 Plan, the Amended 2010 Plan and the 2019 Plan are referred to collectively as the “Plans.” Stock-Based Compensation Expense The Company recorded compensation costs of $4.2 million and $4.3 million related to the vesting of stock options during the years ended December 31, 2023 and 2022, respectively. At December 31, 2023, the unamortized compensation cost was approximately $3.3 million related to stock options and is expected to be recognized as expense over a weighted average period of approximately two years. The Company recorded compensation costs of $1.0 million and $1.4 million related to the vesting of restricted stock options during the years ended December 31, 2023 and 2022, respectively. The unamortized compensation cost at December 31, 2023 was $1.0 million related to restricted stock units and is expected to be recognized as expense over a weighted average period of approximately two years. Common Stock Options and Restricted Stock The term of all incentive stock options granted to a person who, at the time of grant, owns stock representing more than 10% of the voting power of all classes of the Company’s stock may not exceed five years. The exercise price of stock options granted under the 2019 Plan must be at least equal to the fair market value of the shares on the date of grant. Generally, options granted under the 2019 Plan will vest over a three to four-year period and have a term of 10 years from the date of grant. In addition, the 2019 Plan provides for automatic acceleration of vesting for options granted to non-employee directors upon a change of control (as defined in the 2019 Plan) of the Company. The following table summarizes the activity in the shares available for grant under the Plans during the years ended December 31, 2023 and 2022 and options outstanding as of December 31, 2023 and 2022. (in thousands, except exercise price): Options Outstanding Weighted Shares Average Available Number of Exercise for Grant Shares Prices Balance as of December 31, 2021 76 39 $ 139.60 RSUs granted (44 ) — — RSUs cancelled and returned to the Plans 7 — — Options cancelled — (2 ) $ 250.80 Balance as of December 31, 2022 39 37 $ 132.80 RSUs granted (5 ) — — RSUs cancelled and returned to the 2019 Plan 5 — — Options cancelled — (1 ) $ 321.30 Balance as of December 31, 2023 39 36 $ 127.00 The following table summarizes significant ranges of outstanding and exercisable options as of December 31, 2023 (in thousands, except contractual life and exercise price): Options Outstanding Options Exercisable Weighted Average Remaining Weighted Weighted Contractual Average Average Aggregate Number Life Exercise Number Exercise Intrinsic Range of Exercise Price Outstanding (in Years) Price Exercisable Price value $62.80 - $599.60 36 6.77 $ 105.20 26 $ 103.60 $ — $1,024.00 - $5,759.60 — 2.73 $ 4,050.80 — $ 4,050.80 $ — $5,760.00 - $16,399.60 — 2.73 $ 5,760.00 — $ 5,760.00 $ — $16,400.00 - $36,960.00 — 1.33 $ 16,400.00 — $ 16,400.00 $ — $62.80 - $36,960.00 36 6.76 $ 122.80 26 $ 127.00 $ — A summary of RSU activity under the Plans is presented below (in thousands, except for fair value): Weighted Average Number of Grant-Date Shares Fair Value Non-vested shares as of December 31, 2021 2 $ 180.00 Granted 44 $ 84.00 Vested (15 ) $ 91.60 Effect of business combination (4 ) $ 87.61 Non-vested shares as of December 31, 2022 27 $ 82.46 Granted 4 $ 24.62 Vested (14 ) $ 75.72 Cancelled (2 ) $ 82.90 Non-vested shares as of December 31, 2023 15 $ 69.63 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Equity [Abstract] | |
Stockholders’ Equity | Note 9. Stockholders’ Equity Exchangeable Shares and Preferred Stock As discussed in Note 1, on December 17, 2021, following the satisfaction of the closing conditions set forth in the Arrangement Agreement, the Arrangement was completed. Pursuant to the completion of the Arrangement, each Peraso Share that was issued and outstanding immediately prior to December 17, 2021 was converted into either newly issued shares of common stock of the Company or shares of Canco, which are exchangeable for shares of the Company’s common stock (Exchangeable Shares), at the election of each former Peraso Tech stockholder. Of the shares issued to the holders of Peraso Tech Shares, pursuant to the terms of the Agreement, the Company held in escrow an aggregate of 1,312,878 Exchangeable Shares and 502,567 shares of common stock (collectively, the Escrow Shares). The Escrow Shares are escrowed pursuant to the terms of an escrow agreement on a pro rata basis from the aggregate consideration received by the holders of Peraso Shares, subject to the offset by the Company for any losses in accordance with the Agreement. Such Escrow Shares shall be released, subject to any offset claim, upon the satisfaction of the earlier of: (a) any date following the first anniversary of December 17, 2021 and prior to December 17, 2024 where the volume weighted average price of the common stock for any 20 trading days within a period of 30 consecutive trading days is at least $342.80 per share, subject to further adjustment for stock splits or other similar transactions; (b) the date of any sale of all or substantially all of the assets or shares of the Company; or (c) the date of any bankruptcy, insolvency, restructuring, receivership, administration, wind-up, liquidation, dissolution, or similar event involving the Company. All and any voting rights and other stockholder rights, other than with respect to dividends and distributions, with respect to the Escrow Shares are suspended until the Escrow Shares are released from escrow. The Exchangeable Share structure is commonly used for cross-border transactions of this nature so as to provide non-tax-exempt Canadian shareholders with the same economic rights and benefits as holders of the Company’s shares into which the Exchangeable Shares are exchangeable, while allowing those Canadian shareholders to benefit from the tax-rollover available on the issuance of the Exchangeable Shares. In general terms, by choosing to acquire Exchangeable Shares from Canco, such a former Peraso Tech shareholder was able to rely on a rollover rule in the Income Tax Act (Canada) in order to defer any capital gain that he/she/it would have otherwise realized. Callco was incorporated to exercise the call rights, while Canco was incorporated to acquire the shares of Peraso Tech from Canadian shareholders that wished to receive Exchangeable Shares as consideration, so it was a tax deferred transaction for such Canadian shareholders. The use of a separate entity, Callco, helps maximize cross border paid-up capital, which represents the amount that can generally be distributed free of Canadian withholding tax. The call rights also allow Callco to “purchase” the Exchangeable Shares rather than having them redeemed by Canco on a redemption or retraction or in connection with a liquidity event, thus avoiding the adverse deemed dividend tax consequences to shareholders that may arise from a redemption or retraction of Exchangeable Shares. Holders of Exchangeable Shares have the right at any time (the Retraction Right) to retract or redeem any or all of the Exchangeable Shares owned by them for an amount per share equal to the market price of a share of the Company’s common stock plus the full amount of all declared and unpaid dividends on such Exchangeable Share (the Exchangeable Share Purchase Price). The Exchangeable Share Purchase Price is payable only by the Company delivering or causing to be delivered to the relevant holder one share of the Company’s common stock for each Exchangeable Share purchased plus a cash amount equal to the amount of any accrued and unpaid dividends on such Exchangeable Share. The Company and Callco each have an overriding right, in the event that a holder of Exchangeable Shares exercises its Retraction Right, to redeem from such holder all, but not less than all, of the Exchangeable Shares tendered for redemption. The Exchangeable Shares are subject to redemption by the Company, Callco and Canco at the Exchangeable Share Purchase Price, on the “Redemption Date,” which date shall be no earlier than the seventh anniversary of the date on which Exchangeable Shares are first issued, unless: (a) less than 10% of the aggregate number of Exchangeable Shares issued remain outstanding; (b) there is a change in control of the Company (defined generally as (i) any merger, amalgamation, arrangement, takeover bid or tender offer, material sale of shares or rights or interests that results in the holders of outstanding voting securities of the Company directly or indirectly owning, or exercising control or direction over, voting securities representing less than 50% of the total voting power of all of the voting securities of the surviving entity; or (ii) any sale or disposition of all or substantially of the Company’s assets), and (c) upon the occurrence of certain other events. The Exchangeable Share Purchase Price is payable only by the Company delivering or causing to be delivered to the relevant holder one share of the Company’s common stock for each Exchangeable Share purchased plus a cash amount equal to the amount of any accrued and unpaid dividends on such Exchangeable Share. In the event of the liquidation, dissolution or winding-up of Canco, holders of Exchangeable Shares have the right to receive in respect of each Exchangeable Share held by such holder, an amount per share equal to the Exchangeable Share Purchase Price, which shall be satisfied in full by Canco by delivering to such holder one Company Share, plus an amount equal to the Dividend Amount. The Company and Callco each have an overriding right to purchase from all holders all but not less than all of the Exchangeable Shares upon the occurrence of such events. In addition, the Company and Callco have the right to purchase all outstanding Exchangeable Shares at the Exchangeable Share Purchase Price if there is a change of law that permits holders of Exchangeable Shares to exchange their Exchangeable Shares for shares of common stock on a basis that will not require holders to recognize any gain or loss or any actual or deemed dividend for Canadian tax purposes. The holders of Exchangeable Shares have an “automatic exchange right” in the event of any insolvency, liquidation, dissolution or winding-up or in general, related proceedings, of the Company for an amount per share equal to the Exchangeable Share Purchase Price. It is expected that Callco will exercise its call rights, as that is more beneficial to the holders of the Exchangeable Shares. Once Callco acquires the Exchangeable Shares from a holder, it (Callco and the Company) is obligated to deliver the Company shares to the holder. Callco discharges this obligation by arranging for the Company to issue and deliver those shares to the holders on behalf of Callco. As consideration for satisfying the delivery obligation, Callco would issue its own shares to the Company. There are no cash redemption features, as all redemption and exchange scenarios are payable in a share of the Company’s common stock. Neither Canco, Callco, or the Company assume any tax liabilities of a former Peraso Tech shareholder who acquired Exchangeable Shares under the plan of arrangement. The purchase price computed upon the exercise of rights pertaining to retraction, redemption, or liquidation, or otherwise giving rise to a purchase or cancellation of an Exchangeable Share, will, in all cases, consist of a 1:1 exchange involving the Company’s common stock, regardless of the market price of a share of the Company’s common stock. In connection with the Arrangement, on December 15, 2021, the Company filed the Certificate of Designation of Series A Special Voting Preferred Stock (the Certificate) with the Secretary of State of the State of Delaware to designate Series A Special Voting Preferred Stock (the Special Voting Share) in accordance with the terms of the Arrangement Agreement in order to enable the holders of Exchangeable Shares to exercise their voting rights. The Special Voting Share was issued to a third-party administrative agent (the Agent) solely to facilitate the exercise of rights by holders of Exchangeable Shares. The rights of the Agent, as holder of the Special Voting Share, are limited to effecting the rights of the holders of the Exchangeable Shares; the Special Voting Share does not confer any independent rights to the Agent. Under the Certificate, when all of the Exchangeable shares have been converted into shares of the Company’s common stock, the Special Voting Share shall be automatically cancelled and shall not be reissued. Each Exchangeable Share is exchangeable for one share of common stock of the Company and while outstanding, the Special Voting Share enables holders of Exchangeable Shares to cast votes on matters for which holders of the common stock are entitled to vote, and by virtue of the share terms relating to the Exchangeable Shares, enable the Exchangeable Shares to receive dividends that are economically equivalent to any dividends declared with respect to the shares of common stock. As the Special Voting Share does not participate in dividends (only the Exchangeable Shares participate in dividends) and is not entitled to participate in the residual interest of the Company, it is not classified as an equity instrument in the Company’s financial statements. The Exchangeable Shares, which can be converted into common stock at the option of the holder and have the same voting and dividend rights as common stock, are similar in substance to shares of common stock. Further, Canco and Callco are non-substantive entities, which are looked through with the Exchangeable Shares being, in substance, common stock of the Company. Therefore, the Exchangeable Shares have been included in the determination of outstanding common stock. The Special Voting Share was issued to a third-party administrative agent (the Agent) solely to facilitate the exercise of rights by holders of Exchangeable Shares, The rights of the Agent, as holder of the Special Voting Share, are limited to effecting the rights of the holders of the Exchangeable Shares; the Special Voting Share does not confer any independent rights to the Agent. Under the Certificate, when all of the Exchangeable shares have been converted into shares of the Company’s common stock, the Special Voting Share shall be automatically cancelled and shall not be reissued. During the years ended December 31, 2023 and 2022, 133 and 5 exchangeable shares were exchanged into an equivalent number of shares of common stock. June 2023 Registered Direct Offering On May 31, 2023, the Company entered into a securities purchase agreement (the SPA) with an institutional investor (the Investor), pursuant to which the Company sold to the Investor, in a registered direct offering that closed on June 2, 2023, an aggregate of 56,250 shares of common stock at a purchase price of $28.00 per share. Net proceeds to the Company from the registered direct offering, after offering costs, were approximately $3.4 million. The Company also offered and sold to the Investor pre-funded warrants to purchase up to 86,608 shares of common stock (the 2023 PF Warrants). Each pre-funded warrant is exercisable for one share of common stock. The purchase price of each pre-funded warrant was $27.60, and the exercise price of each pre-funded warrant is $0.40 per share. The 2023 PF Warrants were immediately exercisable and may be exercised at any time until all of such pre-funded warrants are exercised in full. In June 2023, the Investor exercised 24,183 of the 2023 PF Warrants, and in September 2023, the remaining 62,425 of the 2023 PF Warrants were exercised by the Investor In a concurrent private placement that closed on June 2, 2023, the Company also sold to the Investor a warrant to purchase up to 142,858 shares of common stock (the 2023 Purchase Warrant). The 2023 Purchase Warrant was immediately exercisable at an exercise price of $28.00 per share with a five-year term. As discussed below, the 2023 Purchase Warrant is accounted for as a liability. The fair value of the warrant at the date of issuance of approximately $3,162,000 was accounted for as a cost of the offering. November 2022 Registered Direct Offering On November 28, 2022, the Company entered into a securities purchase agreement with the Investor, pursuant to which the Company sold to the Investor, in a registered direct offering that closed on November 30, 2022, an aggregate of 32,500 shares of common stock at a negotiated purchase price of $40.00 per share. The Company also offered and sold to the investor pre-funded warrants to purchase up to 28,750 shares of common stock. Each pre-funded warrant was exercisable for one share of common stock. The purchase price of each pre-funded warrant was $39.60, and the exercise price of each pre-funded warrant was $0.40 per share. The pre-funded warrants were exercised in full by the Investor in April 2023. Net proceeds to the Company from the registered direct offering, after offering costs, were approximately $2.1 million. In a concurrent private placement, the Company also sold to the Investor a warrant to purchase up to 91,875 shares of common stock (the 2022 Purchase Warrant). The 2022 Purchase Warrant became exercisable on May 29, 2023 at an initial exercise price of $54.40 per share, which was subsequently reduced to $40.00 per share per the Amendment, and expires on May 29, 2028. Warrants Classified as Liability Purchase Warrants The securities purchase agreements governing the 2023 Purchase Warrant and the 2022 Purchase Warrant (collectively, the “Purchase Warrants”) provide for a value calculation for such warrants using the Black Scholes model in the event of certain fundamental transactions. The fair value calculation provides for a floor on the volatility amount utilized in the value calculation at 100% or greater. The Company has determined this provision introduces leverage to the holders of the Purchase Warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Therefore, pursuant to ASC 815, the Company has classified the Purchase Warrants as liabilities in its consolidated balance sheet. The classification of the Purchase Warrants, including whether the Purchase Warrants should be recorded as liabilities or as equity, is evaluated at the end of each reporting period with changes in the fair value reported in other income (expense) in the consolidated statements of operations and comprehensive loss. The 2022 Purchase Warrant was initially recorded at a fair value at $3,673,368 at the grant date and is re-valued at each reporting date. As of December 31, 2022, the fair value of the warrant liability was reduced to $2,079,138. Upon the closing of the registered direct offering, the fair value of the Purchase Warrant liability, up to the net amounts of the funds received of approximately $2,099,000, was recorded as a financing cost, and the excess of $1,576,000 was recorded as a financing cost in the statement of operations. As a result of the change in fair value the Company recognized a gain for the reduction in the warrant liability for the year ended December 31, 2023 On June 2, 2023, the 2023 Purchase Warrant was initially recorded at a fair value at $3,162,401, and, as of December 31, 2023, the fair value of the warrant liability was reduced to $1,095,287. As a result, the Company recorded a gain for the twelve months ended December 31, 2023 for the change in fair value of the 2023 Purchase Warrant. The Company also recorded a gain of $1,426,050 for the twelve months ended December 31, 2023 for the change in the fair value of the warrant liability for the 2022 Purchase Warrant. As of December 31, 2023, the Company had the following liability-classified warrants outstanding (amounts in thousands): Number of warrants on common shares Amount Balance as of December 31, 2021 — $ — Recognition of warrant liabilities 92 3,674 Change in fair value of warrants — (1,595 ) Balance as of December 31, 2022 92 2,079 Recognition of warrant liabilities 143 3,162 Change in fair value of warrants — (3,493 ) Balance as of December 31, 2023 235 $ 1,748 The initial fair value of each of the Purchase Warrants was determined using the Black Scholes model with the assumptions in the following table. The table also includes the total fair value determined at valuation date based on these assumptions. 2022 Purchase Warrant 2023 Purchase Warrant Expected term based on contractual term 5.5 years 5.0 years Interest rate (risk-free rate): 3.75 % 4.16 % Expected volatility 123 % 118 % Expected dividend — — Fair value of warrants (in thousands) $ 3,674 $ 3,162 The fair value of the Purchase Warrants at December 31, 2023 was determined using the Black Scholes model with the assumptions in the following table. The table also includes the total fair value determined at valuation date based on these assumptions. 2022 Purchase Warrant 2023 Purchase Warrant Expected term based on contractual term 4.4 years 4.2 years Interest rate (risk-free rate): 3.84 % 3.84 % Expected volatility 116 % 116 % Expected dividend — — Fair value of warrants (in thousands) $ 653 $ 1,095 Warrants Classified as Equity As of December 31, 2023, the Company had the following equity-classified warrants outstanding (share amounts in thousands): Warrant Type Number of Exercise Expiration Balance as of December 31, 2022 33 Warrants expired (1 ) $ 47.00 January 2023 Warrants expired (3 ) $ 96.00 October 2023 Pre-funded warrants issued 86 $ 0.40 — Pre-funded warrants exercised (115 ) $ 0.40 — Balance as of December 31, 2023 - As of December 31, 2022, the Company had the following equity-classified warrants outstanding (share amounts in thousands): Warrant Type Number of Shares Exercise Price Expiration Common stock 1 $ 1,880.00 January 2023 Common stock 3 $ 96.00 October 2023 Common stock 29 $ 0.40 — 33 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10. Related Party Transactions A family member of one of the Company’s executive officers is an employee of the Company. During the years ended December 31, 2023 and 2022, the Company paid approximately $111,400 and $101,000, respectively, to the employee. The employee’s 2022 compensation included the aggregate grant date fair value, as determined pursuant to FASB ASC Topic 718, of an RSU awarded in April 2022. . |
License and Asset Sale Transact
License and Asset Sale Transaction | 12 Months Ended |
Dec. 31, 2023 | |
License and Asset Sale Transaction [Abstract] | |
License and Asset Sale Transaction | Note 11. License and Asset Sale Transaction On August 5, 2022, the Company entered into a Technology License and Patent Assignment Agreement (the Intel Agreement) with Intel Corporation (Intel), pursuant to which Intel: (i) licensed from the Company, on an exclusive basis, certain software and technology assets related to the Company’s Stellar packet classification intellectual property, including its graph memory engine technology, and any roadmap variant, in the form existing as of the date of the Agreement (the Licensed Technology); (ii) acquired from the Company certain patent applications and patents owned by the Company; and (iii) assumed a professional services agreement, dated March 24, 2020, between Fabulous Inventions AB (Fabulous) and the Company, pursuant to which, among other things, the Company licensed from Fabulous certain technology incorporated into the Licensed Technology. As consideration for the Company to enter into the Agreement, Intel paid the Company $3,062,500 in August 2022 and $437,500 (the Holdback) in January 2023 upon the satisfaction by the Company of certain release criteria set forth in the Intel Agreement regarding the Licensed Technology. The Company determined that the license and asset sale did not qualify as a sale of a business, but as a sale of a non-financial asset, with the resultant gain recorded as income from operations in accordance with ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets |
Memory IC Product End-of-Life
Memory IC Product End-of-Life | 12 Months Ended |
Dec. 31, 2023 | |
Memory IC Product End-of-Life [Abstract] | |
Memory IC Product End-of-Life | Note 12. Memory IC Product End-of-Life Taiwan Semiconductor Manufacturing Corporation (TSMC) is the sole foundry that manufactures the wafers used to produce the Company’s memory IC products. TSMC informed the Company that TSMC is discontinuing the foundry process used to produce wafers, in turn, necessary to manufacture the Company’s memory ICs. As a result, in May 2023, the Company informed its customers that the Company would be initiating an end-of-life (EOL) of its memory IC products. Through December 31, 2023, the Company had received non-cancelable purchase orders from customers totaling approximately $14,000,000. During the period from July 1, 2023 to December 31, 2023 the Company commenced initial shipments of EOL orders and fulfilled approximately $3,700,000 of these initial purchase orders. Based on customer purchase orders in the Company’s backlog, the Company expects to ship additional EOL orders of approximately $10,300,000 over the 12 to 15 month period commencing January 1, 2024. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13. Subsequent Events Reverse Stock Split As disclosed in Note 1, effective January 2, 2024, the Company effected a 1-for-40 reverse stock split of its outstanding common stock. Public Offering On February 6, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc., as the sole underwriter (the “Underwriter”), relating to the issuance and sale in a public offering (the “Offering”) of: (i) 480,000 shares of the Company’s common stock, (ii) pre-funded warrants to purchase up to 1,424,760 shares of common stock, (iii) Series A warrants to purchase up to 3,809,520 shares of common stock, (iv) Series B warrants to purchase up to 3,809,520 shares of common stock, and (v) up to 285,714 additional shares of common stock, Series A warrants to purchase up to 571,428 shares of common stock and Series B warrants to purchase up to 571,428 shares of common stock that may be purchased pursuant to a 45-day option to purchase additional securities granted to the Underwriter by the Company. The Underwriter partially exercised this option on February 7, 2024 for 82,500 shares of common stock, Series A warrants to purchase up to 165,000 shares of common stock and Series B warrants to purchase up to 165,000 shares of common stock. The combined public offering price of each share of common stock, together with the accompanying Series A warrants and Series B warrants, was $2.10, less underwriting discounts and commissions. The combined public offering price of each pre-funded warrant, together with the accompanying Series A warrants and Series B warrants, was $2.099, less underwriting discounts and commissions. The Offering, including the additional shares of common stock, Series A warrants and Series B warrants sold pursuant to the partial exercise of the Underwriter’s option, closed on February 8, 2024. The net proceeds from the Offering, including the additional shares of common stock, Series A warrants and Series B warrants sold pursuant to the partial exercise of the Underwriter’s option, after deducting underwriting discounts and commissions and other estimated Offering expenses payable by the Company and excluding any net proceeds from the exercise of the Series A warrants, Series B warrants and pre-funded warrants, were approximately $3.3 million. The Series A warrants and Series B warrants each have an exercise price of $2.25 per share and are immediately exercisable upon issuance. The Series A warrants expire on the five-year anniversary of the date of issuance and the Series B warrants expire on the six-month anniversary of the date of issuance. The pre-funded warrants have an exercise price of $0.001 per share, are exercisable immediately and may be exercised at any time until all of the pre-funded warrants are exercised in full. Subsequent to the closing of the Offering, as of March 18, 2024, the holders exercised pre-funded warrants for 1,001,110 shares of common stock. The exercise price and number of shares of common stock issuable upon exercise of the warrants is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the common stock and the exercise price. Subject to limited exceptions, a holder may not exercise any portion of its warrants to the extent that the holder would beneficially own more than 9.99% or 4.99% (at the election of the holder) of the Company’s outstanding common stock after exercise. On February 8, 2024, pursuant to the Underwriting Agreement, the Company issued warrants to the Underwriter to purchase up to 139,108 shares of common stock at an exercise price of $2.625, subject to adjustments, which are exercisable at any time and from time to time, in whole or in part, until February 8, 2029, and have substantially similar terms to the Series A warrants. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (16,795) | $ (32,398) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
The Company and Summary of Significant Accounting Policies [Abstract] | |
Liquidity and Going Concern | Liquidity and Going Concern The Company incurred net losses of approximately $16.8 million and $32.4 million for the years ended December 31, 2023 and 2022, respectively, and had an accumulated deficit of approximately $166.4 million as of December 31, 2023. These and prior year losses have resulted in significant negative cash flows and have required the Company to raise substantial amounts of additional capital. To date, the Company has primarily financed its operations through multiple offerings of common stock and issuance of convertible notes and loans to investors and affiliates. As disclosed in Note 13, in February 2024, the Company completed a public offering of its common stock and warrants for net proceeds of $3.3 million. The Company expects to continue to incur operating losses for the foreseeable future as it secures additional customers and continues to invest in the commercialization of its products. The Company will need to increase revenues substantially beyond levels that it has attained in the past in order to generate sustainable operating profit and sufficient cash flows to continue doing business without raising additional capital from time to time. As a result of the Company’s expected operating losses and cash burn for the foreseeable future, as well as recurring losses from operations, if the Company is unable to raise sufficient capital through additional debt or equity arrangements, there will be uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern within one year from the date of issuance of these consolidated financial statements. These consolidated financial statements do not include any adjustments that might result from this uncertainty. There can be no assurance that such additional capital, whether in the form of debt or equity financing, will be sufficient or available and, if available, that such capital will be offered on terms and conditions acceptable to the Company. The Company’s primary focus is producing and selling its products. If the Company is unsuccessful in these efforts, it will need to implement additional cost reduction strategies, which could further affect its near- and long-term business plan. These efforts may include, but are not limited to, reducing headcount and curtailing business activities. |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year ends on December 31 of each calendar year. Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flows. Reverse Stock Split On December 15, 2023, the Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-40 reverse stock split of the Company’s shares of common stock. Further, on January 2, 2024, Canco filed a certificate of amendment to its amended and restated certificate of incorporation under the Ontario Business Corporations Act to effect a 1-for-40 reverse stock split of the outstanding exchangeable shares. Such amendments and ratio were previously approved by the Company’s stockholders and board of directors. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets. |
COVID-19 and World Unrest | COVID-19 and World Unrest The global outbreak of the coronavirus disease 2019 (COVID-19) was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020. This negatively affected the U.S. and global economy, disrupted global supply chains, significantly restricted travel and transportation, resulted in mandated closures and orders to “shelter-in-place” and created significant disruption of the financial markets. While the U.S. national emergency expired in May 2023 and substantially all closures and “shelter-in-place” orders have ended, there can be no assurance that COVID-19 will not impact the Company’s operational and financial performance in the future, as actions taken by U.S. and foreign government agencies to prevent disease spread are uncertain, out of the Company’s control, and cannot be predicted. World unrest due to wars and terrorist attacks have led to further economic disruptions. Mounting inflationary cost pressures and recessionary fears have negatively impacted the global economy. Since mid-2022, at times, the U.S. Federal Reserve has addressed elevated inflation by increasing interest rates. Given current market conditions, the Company may be unable to access the capital markets, and additional capital may only be available to the Company on terms that could be significantly detrimental to the Company’s current stockholders and to the Company’s business. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses recognized during the reported period. Material estimates may include assumptions made in determining reserves for uncollectible receivables, inventory write-downs, impairment of long-term assets, purchase price allocations, valuation allowance on deferred tax assets, accruals for potential liabilities and assumptions made in valuing equity instruments and warrant liabilities. Actual results could differ from those estimates. |
Cash Equivalents and Investments | Cash Equivalents and Investments The Company has invested its excess cash in money market accounts, certificates of deposit, corporate debt, government-sponsored enterprise bonds and municipal bonds and considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Investments with original maturities greater than three months and remaining maturities less than one year are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments. Management generally determines the appropriate classification of securities at the time of purchase. All securities are classified as available-for-sale. The Company’s available-for-sale short-term and long-term investments are carried at fair value, with the unrealized holding gains and losses reported in accumulated other comprehensive income (loss). Realized gains and losses and declines in the value judged to be other-than-temporary are included in the other income, net line item in the consolidated statements of operations. The cost of securities sold is based on the specific identification method. |
Fair Value Measurements | Fair Value Measurements The Company measures the fair value of financial instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level 1 —Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Level 2 —Pricing is provided by third party sources of market information obtained through the Company’s investment advisors, rather than models. The Company does not adjust for, or apply, any additional assumptions or estimates to the pricing information it receives from advisors. The Company’s Level 2 securities include cash equivalents and available-for-sale securities, which consisted primarily of certificates of deposit, corporate debt, and government agency and municipal debt securities from issuers with high-quality credit ratings. The Company’s investment advisors obtain pricing data from independent sources, such as Standard & Poor’s, Bloomberg and Interactive Data Corporation, and rely on comparable pricing of other securities because the Level 2 securities are not actively traded and have fewer observable transactions. The Company considers this the most reliable information available for the valuation of the securities. Level 3 —Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment are used to measure fair value. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The determination of fair value for Level 3 investments and other financial instruments involves the most management judgment and subjectivity. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of lease obligations and long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. The Company measures the fair value of its warrant liabilities using Level 3 inputs. |
Derivatives and Liability-Classified Instruments | Derivatives and Liability-Classified Instruments The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and the guidance provided by the Financial Accounting Standards Board (FASB) in ASC 480 , Distinguishing Liabilities from Equity (ASC 480) Derivatives and Hedging (ASC 815) |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure that its trade receivables balances are not overstated due to uncollectibility. The Company performs ongoing customer credit evaluations within the context of the industry in which it operates and generally does not require collateral from its customers. A specific allowance of up to 100% of the invoice value is provided for any problematic customer balances. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The Company grants credit only to customers deemed creditworthy in the judgment of management. The allowance for doubtful accounts receivable was approximately $30,000 and $183,000 as of December 31, 2023 and 2022, respectively. |
Inventories | Inventories The Company values its inventories at the lower of cost, which approximates actual cost on a first-in, first-out basis, or net realizable value. Costs of inventories primarily consisted of material and third party assembly costs. The Company records write-downs for estimated obsolescence or unmarketable inventories based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those expected by management, additional adjustments to inventory valuation may be required. Charges for obsolete and slow-moving inventories are recorded based upon an analysis of specific identification of obsolete inventory items and quantification of slow moving inventory items. The Company recorded write-downs of inventory of approximately $3,558,000 and $420,000 during the years ended December 31, 2023 and 2022, respectively. |
Property and Equipment | Property and Equipment Property and equipment are originally recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to six years. Depreciation is recorded in cost of sales and operating expenses in the consolidated statements of operations and comprehensive loss. Leasehold improvements and assets acquired through capital leases are amortized over the shorter of their estimated useful life or the lease term, and related amortization is recorded in operating expenses in the consolidated statements of operations. |
Intangible and Long-lived Assets | Intangible and Long-lived Assets Intangible assets are recorded at cost and amortized on a straight-line method over their estimated useful lives of three to ten years. Amortization of developed technology and other intangibles directly related to the Company’s products is included in cost of net revenue, while amortization of customer relationships and other intangibles not associated with the Company’s products is included in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. The Company regularly reviews the carrying value and estimated lives of its long-lived assets and finite-lived intangible assets to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the long-lived asset group over the asset’s fair value. |
Purchased Intangible Assets | Purchased Intangible Assets Intangible assets acquired in business combinations are accounted for based on the fair value of assets purchased and are amortized over the period in which economic benefit is estimated to be received. Intangible assets subject to amortization, including those acquired in business combinations were as follows (amounts in thousands): December 31, 2023 Gross Net Carrying Accumulated Other Carrying Amount Amortization Impairment Amount Developed technology $ 5,726 $ (3,471 ) $ — $ 2,255 Customer relationships 2,556 (1,550 ) — 1,006 Other 186 (61 ) (106 ) 19 Total $ 8,468 $ (5,082 ) $ (106 ) $ 3,280 December 31, 2022 Gross Net Carrying Accumulated Carrying Amount Amortization Amount Developed technology $ 5,726 $ (1,491 ) $ 4,235 Customer relationships 2,556 (666 ) 1,890 Other 186 (33 ) 153 Total $ 8,468 $ (2,190 ) $ 6,278 Developed technology primarily consisted of MoSys’ products that have reached technological feasibility and primarily relate to its memory semiconductor products and technology. The value of the developed technology was determined by discounting estimated net future cash flows of these products. Amortization related to developed technology of $2.0 million and $1.4 million for the years ended December 31, 2023 and 2022, respectively, was included in cost of net revenue in the consolidated statements of operations and comprehensive loss. Customer relationships relate to the Company’s ability to sell existing and future versions of its products to MoSys’ customers existing at the time of the arrangement. The fair value of the customer relationships was determined by discounting estimated net future cash flows from the customer relationships. Amortization related to customer relationships of $0.9 million and $0.6 million for the years ended December 31, 2023 and 2022, respectively, was included in selling, general and administrative expense in the consolidated statements of operations and comprehensive loss. During 2023, the Company revised the remaining estimated life for its developed technology and customer relationship intangible assets to 18 months as a result of the end-of-life of its memory products (see Note 12). Other amortization expense was approximately $28,000 and $27,000 for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, estimated future amortization expense related to intangible assets is expected to be (in thousands): Year ending December 31, 2024 $ 3,267 2025 6 2026 6 2027 1 $ 3,280 |
Business Combinations | Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill to reporting units based on the expected benefit from the business combination. Allocation of purchase consideration to identifiable assets and liabilities affects the amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. |
Goodwill | Goodwill The Company determines the amount of a potential goodwill impairment by comparing the fair value of the reporting unit with its carrying amount. To the extent the carrying value of a reporting unit exceeds its fair value, a goodwill impairment charge is recognized. The Company has determined that it has a single reporting unit for purposes of performing its goodwill impairment test. As the Company uses the market approach to determine the step one fair value of the reporting unit, the price of its common stock is an important component of the fair value calculation. If the Company’s stock price experiences significant price and volume fluctuations, this will impact the fair value of the reporting unit, which can lead to potential impairment in future periods. The Company reviews goodwill for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than the carrying amount as a basis for determining whether it is necessary to perform an impairment test. If the qualitative assessment warrants further analysis, the Company compares the fair value of the reporting unit to its carrying value. The fair value of the reporting unit is determined using the market approach. If the fair value of the reporting unit exceeds the carrying value of net assets of the reporting unit, goodwill is not impaired. If the carrying value of the reporting unit’s goodwill exceeds its fair value, then the Company must record an impairment charge equal to the difference. During the three months ended December 31, 2022, the Company concluded a triggering event had occurred due to the sustained decrease in the price per share of its common stock and related reduced market capitalization. The Company performed a test for goodwill impairment, and, due to the decrease in the price per share of its common stock, the test results indicated the goodwill carrying value was greater than its implied fair value. As a result of the impairment test, the Company recorded a non-cash impairment charge totaling $9.9 million, and the Company’s goodwill balance was reduced to zero as of December 31, 2022. |
Leases | Leases ASC 842, Leases |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, The Company generates revenue primarily from sales of integrated circuits and module products, performance of engineering services and licensing of its intellectual property. Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. Product revenue Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied. The majority of the Company’s contracts have a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when title and risk of loss have been transferred to the customer, generally at the time of shipment of products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated, formula, list or fixed price. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically 60 days or less. The Company may record an estimated allowance, at the time of shipment, for future returns and other charges against revenue consistent with the terms of sale. Royalty and other The Company’s licensing contracts typically provide for royalties based on the licensee’s use of the Company’s memory technology in its currently shipping commercial products. The Company estimates its royalty revenue in the calendar quarter in which the licensee uses the licensed technology. Payments are received in the subsequent quarter. The Company also generates revenue from licensing its technology. The Company recognizes license fees as revenue at the point of time when the control of the license has been transferred and the Company has no continuing performance obligations to the customer. Engineering services revenue Engineering and development contracts with customers generally contain a single performance obligation that is delivered over time. Revenue is recognized using an output method that is consistent with the satisfaction of the performance obligation as a measure of progress. Deferred cost of net revenue During the year ended December 31, 2022, the Company had $1.1 million of product shipments for which the revenue recognition criteria under ASC 606 had not been met. Accordingly, the cost of net revenue of approximately $0.6 million associated with these shipments was deferred and presented as deferred cost of net revenue in the consolidated balance sheets as of December 31, 2022. During the three months ended March 31, 2023, the Company recognized the associated revenue and cost of net revenue. Contract liabilities – deferred revenue The Company’s contract liabilities consist of advance customer payments and deferred revenue. The Company classifies advance customer payments and deferred revenue as current or non-current based on the timing of when the Company expects to recognize revenue. As of December 31, 2023 and 2022, contract liabilities were in a current position and included in deferred revenue. During the year ended December 31, 2023, the Company recognized approximately $332,000 of revenue that had been included in deferred revenue as of December 31, 2022. See Note 7 for disaggregation of revenue by geography. The Company does not have significant financing components, as payments from customers are typically due within 60 days of invoicing, and the Company has elected the practical expedient to not value financing components that are less than one year. Shipping and handling costs are generally incurred by the customer, and, therefore, are not recorded as revenue. |
Cost of Net Revenue | Cost of Net Revenue Cost of net revenue consists primarily of direct and indirect costs of product sales, including amortization of intangible assets and depreciation of production-related fixed assets. |
Cost of Net Revenue | Advertising Costs Advertising costs are expensed as incurred. Advertising costs were not significant for the years ended December 31, 2023 and 2022. |
Research and Development | Research and Development Engineering costs are recorded as research and development expense in the period incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees. The Company accounts for such grants based on ASC No. 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on a straight-line basis over the vesting period. The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing (Black Scholes) model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the options, and future dividends. Compensation expense is recorded based upon the value derived from the Black Scholes model. The assumptions used in the Black Scholes model could materially affect compensation expense recorded in future periods. |
Foreign Currency Transactions | Foreign Currency Transactions The functional currency of the Company is the U.S dollar. All foreign currency transactions are initially measured and recorded in an entity’s functional currency using the exchange rate on the date of the transaction. All monetary assets and liabilities are remeasured at the end of each reporting period using the exchange rate at that date. All non-monetary assets and related expense, depreciation or amortization are not subsequently remeasured and are measured using the historical exchange rate. An average exchange rate may be used to recognize income and expense items earned or incurred evenly over a period. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the statement of operations, except for the gains and losses arising from the conversion of the carrying amount of the foreign currency denominated convertible preferred shares into the functional currency that are presented as adjustment to the net loss to arrive at net loss attributable to common stockholders. |
Per-Share Amounts | Per-Share Amounts Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of exchangeable shares and shares of common stock outstanding during the period. Diluted net loss per share gives effect to all potentially dilutive exchangeable and common shares outstanding during the period. Potentially dilutive common shares consist of incremental exchangeable shares and shares of common stock issuable upon the achievement of escrow terms, exercise of stock options, vesting of stock awards and exercise of warrants. The following table sets forth securities outstanding that were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands): December 31, 2023 2022 Escrow shares - exchangeable shares 33 33 Escrow shares - common stock 13 13 Options to purchase common stock 36 37 Unvested restricted common stock units 15 26 Common stock warrants 242 124 Total 339 233 |
Income Taxes | Income Taxes The Company determines deferred tax assets and liabilities based upon the differences between the financial statement and tax bases of the Company’s assets and liabilities using tax rates in effect for the year in which the Company expects the differences to affect taxable income. A valuation allowance is established for any deferred tax assets for which it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company files U.S. federal and state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2015 through 2020 tax years generally remain subject to examination by U.S. federal and state tax authorities, and the 2011 through 2020 tax years generally remain subject to examination by foreign tax authorities. At December 31, 2023, the Company did not have any material unrecognized tax benefits nor expect its unrecognized tax benefits to change significantly over the next 12 months. The Company recognizes interest related to unrecognized tax benefits as income tax expense and penalties related to unrecognized tax benefits as other income and expense. During the years ended December 31, 2023 and 2022, the Company did not recognize any interest or penalties related to unrecognized tax benefits. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (the SEC) did not, or is not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures. |
The Company and Summary of Si_2
The Company and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
The Company and Summary of Significant Accounting Policies [Abstract] | |
Schedule of Intangible Assets | Intangible assets subject to amortization, including those acquired in business combinations were as follows (amounts in thousands): December 31, 2023 Gross Net Carrying Accumulated Other Carrying Amount Amortization Impairment Amount Developed technology $ 5,726 $ (3,471 ) $ — $ 2,255 Customer relationships 2,556 (1,550 ) — 1,006 Other 186 (61 ) (106 ) 19 Total $ 8,468 $ (5,082 ) $ (106 ) $ 3,280 December 31, 2022 Gross Net Carrying Accumulated Carrying Amount Amortization Amount Developed technology $ 5,726 $ (1,491 ) $ 4,235 Customer relationships 2,556 (666 ) 1,890 Other 186 (33 ) 153 Total $ 8,468 $ (2,190 ) $ 6,278 |
Schedule of Estimated Future Amortization Expense | As of December 31, 2023, estimated future amortization expense related to intangible assets is expected to be (in thousands): Year ending December 31, 2024 $ 3,267 2025 6 2026 6 2027 1 $ 3,280 |
Schedule of Computation of Diluted Net Loss Per Share | The following table sets forth securities outstanding that were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands): December 31, 2023 2022 Escrow shares - exchangeable shares 33 33 Escrow shares - common stock 13 13 Options to purchase common stock 36 37 Unvested restricted common stock units 15 26 Common stock warrants 242 124 Total 339 233 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value of Financial Instruments [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table represents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022 and the basis for that measurement (in thousands): December 31, 2023 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds (1) $ 1 $ — $ — $ — Liabilities: Warrant liability $ 1,748 $ — $ — $ 1,748 December 31, 2022 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds (1) $ 73 $ — $ — $ — Corporate notes and commercial paper $ 1,078 $ — $ 1,078 $ — Liabilities: Warrant liability $ 2,079 $ — $ — $ 2,079 (1) Included in cash and cash equivalents |
Schedule of Determination of Fair Value for its Financial Assets | The following table represents the Company’s determination of fair value for its financial assets (cash equivalents and investments) (in thousands): December 31, 2023 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ 1,583 $ — $ — $ 1,583 December 31, 2022 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ 1,828 $ — $ — $ 1,828 Short-term investments 1,103 — (25 ) 1,078 $ 2,931 $ — $ (25 ) $ 2,906 |
Balance Sheet Detail (Tables)
Balance Sheet Detail (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Consolidated Balance Sheet Detail [Abstract] | |
Schedule of Inventories | December 31, 2023 2022 (in thousands) Inventories: Raw materials $ 209 $ 1,279 Work-in-process 1,517 2,595 Finished goods 880 1,474 $ 2,606 $ 5,348 Prepaid expenses and other: Prepaid inventory and production costs $ 452 $ 186 Prepaid insurance 37 77 Prepaid software 67 173 Other 28 138 $ 584 $ 574 Property and equipment, net: Machinery and equipment $ 4,848 $ 4,630 Computer equipment and software 377 342 Furniture and fixtures 93 93 Leasehold improvements 428 555 Total property and equipment 5,746 5,620 Less: Accumulated depreciation and amortization (4,590 ) (3,395 ) $ 1,156 $ 2,225 |
Schedule of Accrued Expenses and Other | The Company wrote off the remaining book value of approximately $153,000 to depreciation expense as a loss on disposal during the year ended December 31, 2022. December 31, 2023 2022 (in thousands) Accrued Expenses & Other: Accrued wages and employee benefits $ 405 $ 469 Professional fees, legal and consulting 158 514 Financing liability — 330 Warranty accrual 37 39 Other 11 465 $ 611 $ 1,817 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Schedule of Right-of-Use Assets and Lease Liabilities | The following table provides the details of right-of-use assets lease liabilities Year Ended December 31, Right-of-use assets: Operating leases $ 422 Finance lease 193 Total right-of-use assets $ 615 Lease liabilities: Operating leases $ 525 Finance lease 194 Total lease liabilities $ 719 |
Schedule of Future Minimum Payments | Future minimum payments under the leases at December 31, 2023 are listed in the table below (in thousands): Year ending December 31, 2024 $ 413 2025 166 2026 110 2027 108 Total future lease payments 797 Less: imputed interest (78 ) Present value of lease liabilities $ 719 |
Schedule of Supplemental Cash Flow Information | The following table provides the details of supplemental cash flow information (in thousands): Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for leases $ 674 $ 704 |
Business Segments, Concentrat_2
Business Segments, Concentration of Credit Risk and Significant Customers (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Segments, Concentration of Credit Risk and Significant Customers [Abstract] | |
Schedule of Company Recognized Revenue | The Company recognized revenue from shipments of product, licensing of its technologies and performance of services to customers by geographical location as follows (in thousands): Year Ended December 31, 2023 2022 United States $ 8,786 $ 8,932 Hong Kong 689 2,428 Taiwan 2,633 1,205 Rest of world 1,641 2,303 Total net revenue $ 13,749 $ 14,868 |
Schedule of Breakdown of Product Revenue by Category | The following is a breakdown of product revenue by category (in thousands): Years Ended Product category 2023 2022 Memory ICs $ 8,446 $ 7,722 mmWave ICs 2,726 3,289 mmWave modules 1,677 3,170 mmWave other products 4 18 $ 12,853 $ 14,199 |
Schedule of Customers Accounted for Total Net Revenue | Customers who accounted for at least 10% of total net revenue were: Year Ended December 31, 2023 2022 Customer A 35 % 26 % Customer B 22 % 11 % Customer C 18 % * Customer D * 21 % Customer E * 16 % * Represents less than 10% |
Income Tax Provision (Tables)
Income Tax Provision (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities were (in thousands): Year Ended December 31, 2023 2022 Deferred tax assets: Federal and state loss carryforwards $ 4,847 $ 9,017 Reserves, accruals and other 328 344 Depreciation and amortization 1,329 611 Deferred stock-based compensation 2,429 2,682 Capitalized research and development costs 660 965 Research and development credit carryforwards 6,744 6,655 Total deferred tax assets 16,337 20,274 Less: Valuation allowance (16,337 ) (20,274 ) Net deferred tax assets, net $ — $ — |
Schedule of Income Taxes Provided at the Federal Statutory Rate | A reconciliation of income taxes provided at the federal statutory rate (21%) to the actual income tax provision is as follows (in thousands): Year Ended December 31, 2023 2022 Income tax benefit computed at U.S. statutory rate $ 277 $ (6,804 ) Research and development credits — (38 ) Stock-based compensation 9 1,033 Amortization of intangible assets (60 ) (60 ) Goodwill impairment — 2,089 Change in fair value of warrant liabilities (734 ) — Valuation allowance changes affecting tax provision 506 3,774 Other 2 6 Income tax provision $ — $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stock-Based Compensation [Abstract] | |
Schedule of Options Outstanding | The following table summarizes the activity in the shares available for grant under the Plans during the years ended December 31, 2023 and 2022 and options outstanding as of December 31, 2023 and 2022. (in thousands, except exercise price): Options Outstanding Weighted Shares Average Available Number of Exercise for Grant Shares Prices Balance as of December 31, 2021 76 39 $ 139.60 RSUs granted (44 ) — — RSUs cancelled and returned to the Plans 7 — — Options cancelled — (2 ) $ 250.80 Balance as of December 31, 2022 39 37 $ 132.80 RSUs granted (5 ) — — RSUs cancelled and returned to the 2019 Plan 5 — — Options cancelled — (1 ) $ 321.30 Balance as of December 31, 2023 39 36 $ 127.00 |
Schedule of Significant Ranges of Outstanding and Exercisable Options | The following table summarizes significant ranges of outstanding and exercisable options as of December 31, 2023 (in thousands, except contractual life and exercise price): Options Outstanding Options Exercisable Weighted Average Remaining Weighted Weighted Contractual Average Average Aggregate Number Life Exercise Number Exercise Intrinsic Range of Exercise Price Outstanding (in Years) Price Exercisable Price value $62.80 - $599.60 36 6.77 $ 105.20 26 $ 103.60 $ — $1,024.00 - $5,759.60 — 2.73 $ 4,050.80 — $ 4,050.80 $ — $5,760.00 - $16,399.60 — 2.73 $ 5,760.00 — $ 5,760.00 $ — $16,400.00 - $36,960.00 — 1.33 $ 16,400.00 — $ 16,400.00 $ — $62.80 - $36,960.00 36 6.76 $ 122.80 26 $ 127.00 $ — |
Schedule of RSU Activity Under Plans | A summary of RSU activity under the Plans is presented below (in thousands, except for fair value): Weighted Average Number of Grant-Date Shares Fair Value Non-vested shares as of December 31, 2021 2 $ 180.00 Granted 44 $ 84.00 Vested (15 ) $ 91.60 Effect of business combination (4 ) $ 87.61 Non-vested shares as of December 31, 2022 27 $ 82.46 Granted 4 $ 24.62 Vested (14 ) $ 75.72 Cancelled (2 ) $ 82.90 Non-vested shares as of December 31, 2023 15 $ 69.63 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Liability-Classified Warrants Outstanding | As of December 31, 2023, the Company had the following liability-classified warrants outstanding (amounts in thousands): Number of warrants on common shares Amount Balance as of December 31, 2021 — $ — Recognition of warrant liabilities 92 3,674 Change in fair value of warrants — (1,595 ) Balance as of December 31, 2022 92 2,079 Recognition of warrant liabilities 143 3,162 Change in fair value of warrants — (3,493 ) Balance as of December 31, 2023 235 $ 1,748 |
Schedule of Initial Fair Value of Purchase Warrants | As of December 31, 2023, the Company had the following equity-classified warrants outstanding (share amounts in thousands): 2022 Purchase Warrant 2023 Purchase Warrant Expected term based on contractual term 5.5 years 5.0 years Interest rate (risk-free rate): 3.75 % 4.16 % Expected volatility 123 % 118 % Expected dividend — — Fair value of warrants (in thousands) $ 3,674 $ 3,162 2022 Purchase Warrant 2023 Purchase Warrant Expected term based on contractual term 4.4 years 4.2 years Interest rate (risk-free rate): 3.84 % 3.84 % Expected volatility 116 % 116 % Expected dividend — — Fair value of warrants (in thousands) $ 653 $ 1,095 |
Schedule of Initial Fair Value of Purchase Warrants | As of December 31, 2023, the Company had the following equity-classified warrants outstanding (share amounts in thousands): Warrant Type Number of Exercise Expiration Balance as of December 31, 2022 33 Warrants expired (1 ) $ 47.00 January 2023 Warrants expired (3 ) $ 96.00 October 2023 Pre-funded warrants issued 86 $ 0.40 — Pre-funded warrants exercised (115 ) $ 0.40 — Balance as of December 31, 2023 - Warrant Type Number of Shares Exercise Price Expiration Common stock 1 $ 1,880.00 January 2023 Common stock 3 $ 96.00 October 2023 Common stock 29 $ 0.40 — 33 |
The Company and Summary of Si_3
The Company and Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
The Company and Summary of Significant Accounting Policies [Line Items] | ||
Net losses | $ 16,800,000 | $ 32,400,000 |
Accumulated deficit | 166,400,000 | |
Net proceeds from common stock and warrants | $ 3,300,000 | |
Percentage of specific allowance | 100% | |
Allowance for doubtful accounts receivable | $ 30,000 | 183,000 |
Inventory write-downs | 3,558,000 | |
Other amortization expense | $ 28,000 | 27,000 |
Business combinations term | 1 year | |
Impairment charge | 9,900,000 | |
Goodwill | 0 | |
Product shipments | 1,100,000 | |
Cost of net revenue | $ 384,000 | 600,000 |
Deferred revenue | 332,000,000 | |
Minimum [Member] | ||
The Company and Summary of Significant Accounting Policies [Line Items] | ||
Property and equipment estimated useful lives | 3 years | |
Estimated useful lives of long-lived assets | 3 years | |
Maximum [Member] | ||
The Company and Summary of Significant Accounting Policies [Line Items] | ||
Property and equipment estimated useful lives | 6 years | |
Estimated useful lives of long-lived assets | 10 years | |
Developed Technology Rights [Member] | ||
The Company and Summary of Significant Accounting Policies [Line Items] | ||
Estimated useful lives of long-lived assets | 18 months | |
Amortization | $ 2,000,000 | 1,400,000 |
Customer Relationships [Member] | ||
The Company and Summary of Significant Accounting Policies [Line Items] | ||
Amortization | 900,000 | 600,000 |
Inventories [Member] | ||
The Company and Summary of Significant Accounting Policies [Line Items] | ||
Inventory write-downs | $ 3,558,000 | $ 420,000 |
The Company and Summary of Si_4
The Company and Summary of Significant Accounting Policies (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 8,468 | $ 8,468 |
Accumulated Amortization | (5,082) | (2,190) |
Other Impairment | (106) | |
Net Carrying Amount | 3,280 | 6,278 |
Developed technology [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,726 | 5,726 |
Accumulated Amortization | (3,471) | (1,491) |
Other Impairment | ||
Net Carrying Amount | 2,255 | 4,235 |
Customer relationships [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,556 | 2,556 |
Accumulated Amortization | (1,550) | (666) |
Other Impairment | ||
Net Carrying Amount | 1,006 | 1,890 |
Other [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 186 | 186 |
Accumulated Amortization | (61) | (33) |
Other Impairment | (106) | |
Net Carrying Amount | $ 19 | $ 153 |
The Company and Summary of Si_5
The Company and Summary of Significant Accounting Policies (Details) - Schedule of Estimated Future Amortization Expense $ in Thousands | Dec. 31, 2023 USD ($) |
Schedule of Estimated Future Amortization Expense [Abstract] | |
2024 | $ 3,267 |
2025 | 6 |
2026 | 6 |
2027 | 1 |
Finite lived intangible assets, net | $ 3,280 |
The Company and Summary of Si_6
The Company and Summary of Significant Accounting Policies (Details) - Schedule of Computation of Diluted Net Loss Per Share - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Computation of Diluted Net Loss Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 339 | 233 |
Escrow Shares - exchangeable shares [Member] | ||
Schedule of Computation of Diluted Net Loss Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 33 | 33 |
Escrow Shares - common stock [Member] | ||
Schedule of Computation of Diluted Net Loss Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 13 | 13 |
Options to purchase common stock [Member] | ||
Schedule of Computation of Diluted Net Loss Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 36 | 37 |
Unvested restricted common stock units [Member] | ||
Schedule of Computation of Diluted Net Loss Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 15 | 26 |
Common stock warrants [Member] | ||
Schedule of Computation of Diluted Net Loss Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 242 | 124 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Assets: | ||||
Money market funds | [1] | $ 1 | $ 73 | |
Corporate notes and commercial paper | 1,078 | |||
Liabilities: | ||||
Warrant liability | 1,748 | 2,079 | ||
Level 1 [Member] | ||||
Assets: | ||||
Money market funds | [1] | |||
Corporate notes and commercial paper | ||||
Liabilities: | ||||
Warrant liability | ||||
Level 2 [Member] | ||||
Assets: | ||||
Money market funds | [1] | |||
Corporate notes and commercial paper | 1,078 | |||
Liabilities: | ||||
Warrant liability | ||||
Level 3 [Member] | ||||
Assets: | ||||
Money market funds | [1] | |||
Corporate notes and commercial paper | ||||
Liabilities: | ||||
Warrant liability | $ 1,748 | $ 2,079 | ||
[1] Included in cash and cash equivalents |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details) - Schedule of Determination of Fair Value for its Financial Assets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value of Financial Instruments (Details) - Schedule of Determination of Fair Value for its Financial Assets [Line Items] | ||
Cost | $ 1,583 | $ 2,931 |
Unrealized Gains | ||
Unrealized Losses | (25) | |
Fair Value | $ 1,583 | 2,906 |
Cash and cash equivalents [Member] | ||
Fair Value of Financial Instruments (Details) - Schedule of Determination of Fair Value for its Financial Assets [Line Items] | ||
Cost | 1,828 | |
Unrealized Gains | ||
Unrealized Losses | ||
Fair Value | 1,828 | |
Short-term investments [Member] | ||
Fair Value of Financial Instruments (Details) - Schedule of Determination of Fair Value for its Financial Assets [Line Items] | ||
Cost | 1,103 | |
Unrealized Gains | ||
Unrealized Losses | (25) | |
Fair Value | $ 1,078 |
Balance Sheet Detail (Details)
Balance Sheet Detail (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Consolidated Balance Sheet Detail [Abstract] | ||
Depreciation expense loss on disposal | $ 243,000 | $ 153,000 |
Book value cost of net revenue | 116,000 | |
Remaining book value operating expenses | 127,000 | |
Depreciated assets historical cost | 6,380,000 | |
Accumulated depreciation | 6,227,000 | |
Depreciation expense charged to cost of net revenue | 535,000 | |
Cost of net revenue and operating expenses | $ 384,000 | $ 600,000 |
Balance Sheet Detail (Details)
Balance Sheet Detail (Details) - Schedule of Inventories - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventories: | ||
Raw materials | $ 209 | $ 1,279 |
Work-in-process | 1,517 | 2,595 |
Finished goods | 880 | 1,474 |
Inventories total | 2,606 | 5,348 |
Prepaid expenses and other: | ||
Prepaid inventory and production costs | 452 | 186 |
Prepaid insurance | 37 | 77 |
Prepaid software | 67 | 173 |
Other | 28 | 138 |
Prepaid expenses and other total | 584 | 574 |
Property and equipment, net: | ||
Machinery and equipment | 4,848 | 4,630 |
Computer equipment and software | 377 | 342 |
Furniture and fixtures | 93 | 93 |
Leasehold improvements | 428 | 555 |
Total property and equipment | 5,746 | 5,620 |
Less: Accumulated depreciation and amortization | (4,590) | (3,395) |
Property and equipment, net total | $ 1,156 | $ 2,225 |
Balance Sheet Detail (Details_2
Balance Sheet Detail (Details) - Schedule of Accrued Expenses and Other - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Expenses & Other: | ||
Accrued wages and employee benefits | $ 405 | $ 469 |
Professional fees, legal and consulting | 158 | 514 |
Financing liability | 330 | |
Warranty accrual | 37 | 39 |
Other | 11 | 465 |
Total | $ 611 | $ 1,817 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Nov. 01, 2022 | Mar. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies (Details) [Line Items] | |||||
Lease incentive | $ 286,200 | $ 286,200 | |||
Credit against the rent payment | 35,775 | ||||
Amount of pending lease incentive | 107,325 | 107,325 | |||
Recognition of right-of-use asset | $ 422,000 | $ 422,000 | |||
Percentage of lease assets and liabilities | 8% | 8% | |||
Right-of-use asset | $ 124,000 | $ 1,000,000 | |||
Lease liability | $ 117,000 | $ 274,000 | |||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right-of-use lease assets | Right-of-use lease assets | |||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right-of-use lease assets | Right-of-use lease assets | |||
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Present value of lease liabilities | Present value of lease liabilities | |||
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Present value of lease liabilities | Present value of lease liabilities | |||
Rent expense | $ 600,000 | $ 700,000 | |||
Related expenditures | $ 2,300,000 | 2,300,000 | |||
Non-cancelable purchase orders | 3,100,000 | 3,100,000 | |||
Toronto lease [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Recognition of right-of-use asset | $ 137,700 | $ 137,700 | |||
Percentage of lease assets and liabilities | 8% | 8% | |||
Markham landlord [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Payment of first installment of incentive | $ 143,100 | $ 143,100 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Right-of-Use Assets and Lease Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Right-of-use assets: | ||
Operating leases | $ 422 | |
Finance lease | 193 | |
Total right-of-use assets | 615 | $ 1,147 |
Lease liabilities: | ||
Operating leases | 525 | |
Finance lease | 194 | |
Total lease liabilities | $ 719 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of Future Minimum Payments $ in Thousands | Dec. 31, 2023 USD ($) |
Schedule of Future Minimum Payments [Abstract] | |
2024 | $ 413 |
2025 | 166 |
2026 | 110 |
2027 | 108 |
Total future lease payments | 797 |
Less: imputed interest | (78) |
Present value of lease liabilities | $ 719 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of Supplemental Cash Flow Information - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows for leases | $ 674 | $ 704 |
Retirement Savings Plan (Detail
Retirement Savings Plan (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Defined Benefit Plan [Abstract] | |
Minimum age for eligibility to participate in the savings plan | 21 years |
Maximum contribution by the participants | 15% |
Business Segments, Concentrat_3
Business Segments, Concentration of Credit Risk and Significant Customers (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Segments, Concentration of Credit Risk and Significant Customers [Line Items] | ||
Total net revenue percentage | 10% | |
Provision for doubtful accounts (in Dollars) | $ (154,000) | |
Customer [Member] | ||
Business Segments, Concentration of Credit Risk and Significant Customers [Line Items] | ||
Provision for doubtful accounts (in Dollars) | $ 30,000 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer [Member] | ||
Business Segments, Concentration of Credit Risk and Significant Customers [Line Items] | ||
Customers accounted percentage | 10% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||
Business Segments, Concentration of Credit Risk and Significant Customers [Line Items] | ||
Customers accounted percentage | 83% | 79% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||
Business Segments, Concentration of Credit Risk and Significant Customers [Line Items] | ||
Customers accounted percentage | 83% | 79% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||
Business Segments, Concentration of Credit Risk and Significant Customers [Line Items] | ||
Customers accounted percentage | 83% | 79% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | ||
Business Segments, Concentration of Credit Risk and Significant Customers [Line Items] | ||
Customers accounted percentage | 79% |
Business Segments, Concentrat_4
Business Segments, Concentration of Credit Risk and Significant Customers (Details) - Schedule of Company Recognized Revenue - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Company Recognized Revenue [Line Items] | ||
Total net revenue | $ 13,749 | $ 14,868 |
United States [Member] | ||
Schedule of Company Recognized Revenue [Line Items] | ||
Total net revenue | 8,786 | 8,932 |
Hong Kong [Member] | ||
Schedule of Company Recognized Revenue [Line Items] | ||
Total net revenue | 689 | 2,428 |
Taiwan [Member] | ||
Schedule of Company Recognized Revenue [Line Items] | ||
Total net revenue | 2,633 | 1,205 |
Rest of world [Member] | ||
Schedule of Company Recognized Revenue [Line Items] | ||
Total net revenue | $ 1,641 | $ 2,303 |
Business Segments, Concentrat_5
Business Segments, Concentration of Credit Risk and Significant Customers (Details) - Schedule of Breakdown of Product Revenue by Category - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Memory ICs [Member] | ||
Schedule of Breakdown of Product Revenue by Category [Line Items] | ||
Product category | $ 8,446 | $ 7,722 |
mmWave ICs [Member] | ||
Schedule of Breakdown of Product Revenue by Category [Line Items] | ||
Product category | 2,726 | 3,289 |
mmWave modules [Member] | ||
Schedule of Breakdown of Product Revenue by Category [Line Items] | ||
Product category | 1,677 | 3,170 |
mmWave other products [Member] | ||
Schedule of Breakdown of Product Revenue by Category [Line Items] | ||
Product category | 4 | 18 |
Product category [Member] | ||
Schedule of Breakdown of Product Revenue by Category [Line Items] | ||
Product category | $ 12,853 | $ 14,199 |
Business Segments, Concentrat_6
Business Segments, Concentration of Credit Risk and Significant Customers (Details) - Schedule of Customers Accounted for Total Net Revenue - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | |||
Customer A [Member] | ||||
Schedule of Customers Accounted for Total Net Revenue [Line Items] | ||||
Customer | 35% | 26% | ||
Customer B [Member] | ||||
Schedule of Customers Accounted for Total Net Revenue [Line Items] | ||||
Customer | 22% | 11% | ||
Customer C [Member] | ||||
Schedule of Customers Accounted for Total Net Revenue [Line Items] | ||||
Customer | 18% | [1] | ||
Customer D [Member] | ||||
Schedule of Customers Accounted for Total Net Revenue [Line Items] | ||||
Customer | [1] | 21% | ||
Customer E [Member] | ||||
Schedule of Customers Accounted for Total Net Revenue [Line Items] | ||||
Customer | [1] | 16% | ||
[1] Represents less than 10% |
Income Tax Provision (Details)
Income Tax Provision (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Provision (Details) [Line Items] | ||
Valuation allowance | $ 3.9 | $ 4.4 |
Ownership percentage | 50% | |
Federal and state NOLs percentage | 91% | |
Federal and state carryforward percentage | 98% | |
Federal net operating loss | $ 212.7 | |
State net operating loss | 131.2 | |
Tax credit carryforwards | $ 8.1 | |
Federal statutory rate | 21% | |
California [Member] | ||
Income Tax Provision (Details) [Line Items] | ||
Tax credit carryforwards | $ 8.5 | |
Section 382 limitation [Member] | ||
Income Tax Provision (Details) [Line Items] | ||
Federal net operating loss | 18.7 | |
State net operating loss | $ 13.3 |
Income Tax Provision (Details)
Income Tax Provision (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Federal and state loss carryforwards | $ 4,847 | $ 9,017 |
Reserves, accruals and other | 328 | 344 |
Depreciation and amortization | 1,329 | 611 |
Deferred stock-based compensation | 2,429 | 2,682 |
Capitalized research and development costs | 660 | 965 |
Research and development credit carryforwards | 6,744 | 6,655 |
Total deferred tax assets | 16,337 | 20,274 |
Less: Valuation allowance | (16,337) | (20,274) |
Net deferred tax assets, net |
Income Tax Provision (Details_2
Income Tax Provision (Details) - Schedule of Income Taxes Provided at the Federal Statutory Rate - Federal Statutory Rate [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Provision (Details) - Schedule of Income Taxes Provided at the Federal Statutory Rate [Line Items] | ||
Income tax benefit computed at U.S. statutory rate | $ 277 | $ (6,804) |
Research and development credits | (38) | |
Stock-based compensation | 9 | 1,033 |
Amortization of intangible assets | (60) | (60) |
Goodwill impairment | 2,089 | |
Change in fair value of warrant liabilities | (734) | |
Valuation allowance changes affecting tax provision | 506 | 3,774 |
Other | 2 | 6 |
Income tax provision |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2021 | Aug. 31, 2019 | |
Stock-Based Compensation [Line Items] | ||||
Term of plan | 2 years | |||
Compensation costs | $ 4.2 | $ 4.3 | ||
Unamortized compensation cost | $ 3.3 | |||
Percentage of voting power | 10% | |||
Stock Incentive Plan 2019 [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Number of shares reserved for issuance (in Shares) | 77,674 | 4,563 | ||
Minimum percentage of voting rights required for applicability of a specific expiration term | 10% | |||
Maximum expiration term of options granted | 5 years | |||
Term of plan | 10 years | |||
Minimum [Member] | Stock Incentive Plan 2019 [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Vesting period of replacement options | 3 years | |||
Restricted Stock Options [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Unamortized compensation cost | $ 1 | |||
Compensation costs | $ 1 | $ 1.4 | ||
Weighted average expected period over which the expense is to be recognized | 2 years |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of Options Outstanding - RSUs [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation (Details) - Schedule of Options Outstanding [Line Items] | ||
Shares Available for Grant, Beginning Balance | 39 | 76 |
Number of Shares, Beginning Balance | 37 | 39 |
Weighted Average Exercise Prices, Beginning Balance (in Dollars per share) | $ 132.8 | $ 139.6 |
Shares Available for Grant, RSUs granted | (5) | (44) |
Number of Shares, RSUs granted | ||
Weighted Average Exercise Prices, RSUs granted (in Dollars per share) | ||
Shares Available for Grant, RSUs cancelled and returned to the Plans | 5 | 7 |
Number of Shares, RSUs cancelled and returned to the Plans | ||
Weighted Average Exercise Prices, RSUs cancelled and returned to the Plans (in Dollars per share) | ||
Shares Available for Grant, Options cancelled | ||
Number of Shares, Options cancelled | (1) | (2) |
Weighted Average Exercise Prices, Options cancelled (in Dollars per share) | $ 321.3 | $ 250.8 |
Shares Available for Grant, Ending Balance | 39 | 39 |
Number of Shares, Ending Balance | 36 | 37 |
Weighted Average Exercise Prices, Ending Balance (in Dollars per share) | $ 127 | $ 132.8 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of Significant Ranges of Outstanding and Exercisable Options | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
$62.80 - $599.60 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding (in Shares) | shares | 36 |
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) | 6 years 9 months 7 days |
Options Outstanding, Weighted Average Exercise Price | $ 105.2 |
Options Exercisable, Number Exercisable (in Shares) | shares | 26,000 |
Options Exercisable, Weighted Average Exercise Price | $ 103.6 |
Options Exercisable, Aggregate Intrinsic value (in Dollars) | $ | |
$62.80 - $599.60 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Range of Exercise Price | $ 62.8 |
$62.80 - $599.60 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Range of Exercise Price | $ 599.6 |
$1,024.00 - $5,759.60 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding (in Shares) | shares | |
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) | 2 years 8 months 23 days |
Options Outstanding, Weighted Average Exercise Price | $ 4,050.8 |
Options Exercisable, Number Exercisable (in Shares) | shares | |
Options Exercisable, Weighted Average Exercise Price | $ 4,050.8 |
Options Exercisable, Aggregate Intrinsic value (in Dollars) | $ | |
$1,024.00 - $5,759.60 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Range of Exercise Price | $ 1,024 |
$1,024.00 - $5,759.60 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Range of Exercise Price | $ 5,759.6 |
$5,760.00 - $16,399.60 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding (in Shares) | shares | |
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) | 2 years 8 months 23 days |
Options Outstanding, Weighted Average Exercise Price | $ 5,760 |
Options Exercisable, Number Exercisable (in Shares) | shares | |
Options Exercisable, Weighted Average Exercise Price | $ 5,760 |
Options Exercisable, Aggregate Intrinsic value (in Dollars) | $ | |
$5,760.00 - $16,399.60 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Range of Exercise Price | $ 5,760 |
$5,760.00 - $16,399.60 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Range of Exercise Price | $ 16,399.6 |
$16,400.00 - $36,960.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding (in Shares) | shares | |
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) | 1 year 3 months 29 days |
Options Outstanding, Weighted Average Exercise Price | $ 16,400 |
Options Exercisable, Number Exercisable (in Shares) | shares | |
Options Exercisable, Weighted Average Exercise Price | $ 16,400 |
Options Exercisable, Aggregate Intrinsic value (in Dollars) | $ | |
$16,400.00 - $36,960.00 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Range of Exercise Price | $ 16,400 |
$16,400.00 - $36,960.00 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Range of Exercise Price | $ 36,960 |
$62.80 - $36,960.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding (in Shares) | shares | 36 |
Options Outstanding, Weighted Average Remaining Contractual Life (in Years) | 6 years 9 months 3 days |
Options Outstanding, Weighted Average Exercise Price | $ 122.8 |
Options Exercisable, Number Exercisable (in Shares) | shares | 26,000 |
Options Exercisable, Weighted Average Exercise Price | $ 127 |
Options Exercisable, Aggregate Intrinsic value (in Dollars) | $ | |
$62.80 - $36,960.00 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Range of Exercise Price | $ 62.8 |
$62.80 - $36,960.00 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Range of Exercise Price | $ 36,960 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of RSU Activity Under Plans - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation (Details) - Schedule of RSU Activity Under Plans [Line Items] | ||
Number of Shares, Beginning balance | 27 | 2 |
Weighted Average Grant-Date Fair Value Beginning balance | $ 82.46 | $ 180 |
Number of Shares, Granted | 4 | 44 |
Weighted Average Grant-Date Fair Value, Granted | $ 24.62 | $ 84 |
Number of Shares, Cancelled | (2) | |
Weighted Average Grant-Date Fair Value, Cancelled | $ 82.9 | |
Number of Shares, Vested | (14) | (15) |
Weighted Average Grant-Date Fair Value, Vested | $ 75.72 | $ 91.6 |
Number of Shares, Effect of business combination | (4) | |
Weighted Average Grant-Date Fair Value, Effect of business combination | $ 87.61 | |
Number of Shares, Ending balance | 15 | 27 |
Weighted Average Grant-Date Fair Value, Ending balance | $ 69.63 | $ 82.46 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Jun. 02, 2023 | May 31, 2023 | May 29, 2023 | Nov. 28, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders’ Equity [Line Items] | ||||||||
Aggregate exchangeable shares | 1,312,878 | |||||||
Percentage of exchangeable shares | 10% | |||||||
Voting power percentage | 50% | |||||||
Exchangeable shares exchanged into common stock | 133 | 5 | ||||||
Common stock shares | 32,500 | |||||||
Net proceeds from the direct offering | $ 3,400,000 | $ 2,100,000 | ||||||
Purchase price per share | $ 40 | |||||||
Fair value of the Purchase Warrant liability | $ 3,162,000 | $ 2,099,000 | ||||||
Financing cost | 1,576,000 | |||||||
Fair value of the warrant liability | $ (3,493,000) | (1,595,000) | ||||||
Common Stock [Member] | ||||||||
Stockholders’ Equity [Line Items] | ||||||||
Aggregate exchangeable shares | 502,567 | |||||||
Price per share | $ 342.8 | |||||||
Common stock shares | 142,858 | 56,250 | ||||||
Purchase price per share | $ 28 | |||||||
Shares exercised | 115,000 | |||||||
Fair value of the Purchase Warrant liability | ||||||||
Maximum [Member] | ||||||||
Stockholders’ Equity [Line Items] | ||||||||
Exercise price per share | $ 54.4 | |||||||
Minimum [Member] | ||||||||
Stockholders’ Equity [Line Items] | ||||||||
Exercise price per share | $ 40 | |||||||
Pre-funded Warrants [Member] | ||||||||
Stockholders’ Equity [Line Items] | ||||||||
Common stock shares | 86,608 | 28,750 | ||||||
Purchase price per share | $ 27.6 | $ 39.6 | ||||||
Exercise price | $ 0.4 | $ 0.4 | ||||||
Shares exercised | 62,425 | 24,183 | ||||||
Initial exercise price | $ 0.001 | |||||||
2023 Purchase Warrant [Member] | ||||||||
Stockholders’ Equity [Line Items] | ||||||||
Exercise price per share | $ 28 | |||||||
Offering cost | $ 3,162,000 | |||||||
Volatility rate | 116% | |||||||
Fair value of the warrant liability | $ 3,162,401 | $ 1,095,287 | ||||||
2022 Purchase Warrant [Member] | ||||||||
Stockholders’ Equity [Line Items] | ||||||||
Common stock shares | 91,875 | |||||||
Exercise price per share | $ 40 | |||||||
Initial exercise price | $ 54.4 | |||||||
Volatility rate | 116% | |||||||
Fair value of the warrant liability | $ 3,673,368 | |||||||
Fair value of the warrant liability | 653,000 | |||||||
Fair value grant date value | $ 1,426,050 | |||||||
Purchase Warrants [Member] | ||||||||
Stockholders’ Equity [Line Items] | ||||||||
Volatility rate | 100% | |||||||
Fair value of the warrant liability | $ 2,079,138 | |||||||
Fair value of the Purchase Warrant liability | $ 2,099,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of Liability-Classified Warrants Outstanding - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Liability-Classified Warrants Outstanding [Abstract] | ||
Number of warrants on common shares, Beginning balance | 92 | |
Amount, Beginning balance | $ 2,079 | |
Number of warrants on common shares, Recognition of warrant liabilities | 143 | 92 |
Amount,Recognition of warrant liabilities | $ 3,162 | $ 3,674 |
Number of warrants on common shares, Change in fair value of warrants | ||
Amount,Change in fair value of warrants | $ (3,493) | $ (1,595) |
Number of warrants on common shares, Ending balance | 235 | 92 |
Amount, Ending balance | $ 1,748 | $ 2,079 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of Initial Fair Value of Purchase Warrants - USD ($) | 12 Months Ended | |
Jun. 02, 2023 | Dec. 31, 2023 | |
Two Thousand Twenty Two Purchase Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term based on contractual term | 4 years 4 months 24 days | |
Interest rate (risk-free rate): | 3.84% | |
Expected volatility | 116% | |
Expected dividend | ||
Fair value of warrants (in thousands) (in Dollars) | $ 653,000 | |
Two Thousand Twenty Three Purchase Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term based on contractual term | 4 years 2 months 12 days | |
Interest rate (risk-free rate): | 3.84% | |
Expected volatility | 116% | |
Expected dividend | ||
Fair value of warrants (in thousands) (in Dollars) | $ 3,162,401 | $ 1,095,287 |
Warrant [Member] | Two Thousand Twenty Two Purchase Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term based on contractual term | 5 years 6 months | |
Interest rate (risk-free rate): | 3.75% | |
Expected volatility | 123% | |
Expected dividend | ||
Fair value of warrants (in thousands) (in Dollars) | $ 3,674,000 | |
Warrant [Member] | Two Thousand Twenty Three Purchase Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term based on contractual term | 5 years | |
Interest rate (risk-free rate): | 4.16% | |
Expected volatility | 118% | |
Expected dividend | ||
Fair value of warrants (in thousands) (in Dollars) | $ 3,162,000 |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of Equity-Classified Warrants Outstanding - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Number of Shares | 33 | 33 |
Number of Shares | 33 | |
Warrants expired [Member] | January 2023 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares | (1) | |
Exercise Price (in Dollars per share) | $ 47 | |
Expiration | January 2023 | |
Number of Shares | (1) | |
Warrants expired [Member] | October 2023 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares | (3) | |
Exercise Price (in Dollars per share) | $ 96 | |
Expiration | October 2023 | |
Number of Shares | (3) | |
Pre-funded warrants issued [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares | 86 | |
Exercise Price (in Dollars per share) | $ 0.4 | |
Expiration | ||
Number of Shares | 86 | |
Pre-funded warrants exercised [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares | (115) | |
Exercise Price (in Dollars per share) | $ 0.4 | |
Expiration | ||
Number of Shares | (115) | |
Common Stock [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares | 29 | |
Exercise Price (in Dollars per share) | $ 0.4 | |
Expiration | ||
Common Stock [Member] | January 2023 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares | 1 | |
Exercise Price (in Dollars per share) | $ 1,880 | |
Expiration | January 2023 | |
Common Stock [Member] | October 2023 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares | 3 | |
Exercise Price (in Dollars per share) | $ 96 | |
Expiration | October 2023 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Payment to employee | $ 111,400 | $ 101,000 |
Payment to consultant | $ 162,000 |
License and Asset Sale Transa_2
License and Asset Sale Transaction (Details) - USD ($) $ in Thousands | Jan. 31, 2023 | Aug. 31, 2022 | Dec. 31, 2022 |
License and Asset Sale Transaction [Line Items] | |||
Company paid | $ 3,062,500 | ||
Closing transaction | $ 437,500 | ||
Recognized transaction costs | $ 2,600,000 |
Memory IC Product End-of-Life (
Memory IC Product End-of-Life (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Memory IC Product End-of-Life [Abstract] | |
Non-cancelable purchase orders from customers | $ 14,000,000 |
Shipments of EOL orders | 3,700,000 |
Shipments of additional EOL orders | $ 10,300,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | ||||||||
Mar. 18, 2024 | Feb. 08, 2024 | May 31, 2023 | Nov. 28, 2022 | Dec. 31, 2023 | Feb. 07, 2024 | Feb. 06, 2024 | Jun. 02, 2023 | Dec. 31, 2022 | |
Subsequent Events [Line Items] | |||||||||
Shares of common stock | 673,000 | 357,000 | |||||||
Shares of common stock | 32,500 | ||||||||
Net proceeds from the Offering (in Dollars) | $ 3,400,000 | $ 2,100,000 | |||||||
Shares exercised (in Dollars) | $ (46,000) | ||||||||
Common Stock [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Shares of common stock | 56,250 | 142,858 | |||||||
Maximum [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Outstanding common stock own percentage | 9.99% | ||||||||
Minimum [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Outstanding common stock own percentage | 4.99% | ||||||||
Subsequent Event [Member] | Public Offering [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Shares of common stock | 480,000 | ||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Purchase of shares | 139,108 | ||||||||
Additional shares | 285,714 | ||||||||
Shares of common stock | 82,500 | ||||||||
Pre-funded Warrants [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Shares of common stock | 86,608 | 28,750 | |||||||
Exercise price per shares (in Dollars per share) | $ 0.001 | ||||||||
Exercise price (in Dollars per share) | $ 0.4 | $ 0.4 | |||||||
Pre-funded Warrants [Member] | Common Stock [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Price of each share of common stock (in Dollars per share) | $ 2.1 | ||||||||
Pre-funded Warrants [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Purchase of shares | 1,424,760 | ||||||||
Price of each share of common stock (in Dollars per share) | $ 2.099 | ||||||||
Shares exercised (in Dollars) | $ 1,001,110 | ||||||||
Series A Warrants [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Exercise price per shares (in Dollars per share) | $ 2.25 | ||||||||
Series A Warrants [Member] | Common Stock [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Net proceeds from the Offering (in Dollars) | $ 3,300,000 | ||||||||
Series A Warrants [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Purchase of shares | 3,809,520 | ||||||||
Series A Warrants [Member] | Subsequent Event [Member] | Common Stock [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Purchase of shares | 165,000 | 571,428 | |||||||
Series B Warrants [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Purchase of shares | 3,809,520 | ||||||||
Series B Warrants [Member] | Subsequent Event [Member] | Common Stock [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Purchase of shares | 165,000 | 571,428 | |||||||
Warrant [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Exercise price (in Dollars per share) | $ 2.625 |