Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | PERASO INC. | |
Entity Central Index Key | 0000890394 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Trading Symbol | PRSO | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Address, State or Province | CA | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 12,768,987 | |
Entity File Number | 000-32929 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 77-0291941 | |
Entity Address, Address Line One | 2309 Bering Drive | |
Entity Address, City or Town | San Jose | |
Entity Address, Postal Zip Code | 95131 | |
City Area Code | 408 | |
Local Phone Number | 418-7500 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 2,852 | $ 5,893 |
Short-term investments | 1,071 | 9,267 |
Accounts receivable, net | 1,636 | 2,436 |
Inventories | 5,271 | 3,824 |
Tax credits and receivables | 1,076 | 1,099 |
Deferred cost of net revenue | 600 | |
Prepaid expenses and other | 918 | 1,159 |
Total current assets | 13,424 | 23,678 |
Long-term investments | 2,928 | |
Property and equipment, net | 2,058 | 2,349 |
Intangible assets, net | 6,803 | 8,355 |
Goodwill | 9,946 | 9,946 |
Right-of-use lease asset, net | 1,181 | 617 |
Other | 129 | 78 |
Total assets | 33,541 | 47,951 |
Current liabilities | ||
Accounts payable | 1,744 | 1,937 |
Accrued expenses and other | 1,867 | 2,903 |
Deferred revenue | 219 | 375 |
Short-term lease liability | 633 | 379 |
Total current liabilities | 4,463 | 5,594 |
Long-term lease liability | 554 | 288 |
Total liabilities | 5,017 | 5,882 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity | ||
Preferred stock, value | ||
Common stock, $0.001 par value; 120,000 shares authorized; 12,757 shares and 12,284 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 13 | 12 |
Exchangeable shares, no par value; unlimited shares authorized; 9,112 shares and 9,295 shares outstanding at September 30, 2022 and December 31, 2021, respectively | ||
Additional paid-in capital | 163,551 | 159,256 |
Accumulated other comprehensive loss | (36) | |
Accumulated deficit | (135,004) | (117,199) |
Total stockholders’ equity | 28,524 | 42,069 |
Total liabilities and stockholders’ equity | 33,541 | 47,951 |
Series A Special Voting Preferred Stock | ||
Stockholders’ equity | ||
Preferred stock, value |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 12,757,000 | 12,284,000 |
Common stock, shares outstanding | 12,757,000 | 12,284,000 |
Exchangeable shares, par value | 0 | 0 |
Exchangeable shares, shares authorized | Unlimited | Unlimited |
Exchangeable shares, shares issued | 9,112,000 | 9,295,000 |
Exchangeable shares, shares outstanding | 9,112,000 | 9,295,000 |
Series A Special Voting Preferred Stock | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net revenue | ||||
Total net revenue | $ 3,294 | $ 2,018 | $ 10,981 | $ 3,816 |
Cost of net revenue | 2,000 | 919 | 6,747 | 1,973 |
Gross profit | 1,294 | 1,099 | 4,234 | 1,843 |
Operating expenses | ||||
Research and development | 4,509 | 2,696 | 15,636 | 8,375 |
Selling, general and administrative | 3,353 | 1,746 | 8,938 | 4,852 |
Gain on license and asset sale | (2,557) | (2,557) | ||
Total operating expenses | 5,305 | 4,442 | 22,017 | 13,227 |
Loss from operations | (4,011) | (3,343) | (17,783) | (11,384) |
Interest expense | (5) | (870) | (11) | (2,170) |
Other expense, net | 8 | 392 | (11) | 147 |
Net loss | (4,008) | (3,821) | (17,805) | (13,407) |
Other comprehensive loss, net of tax: | ||||
Net unrealized gain (loss) on available-for-sale securities | 5 | (36) | ||
Comprehensive loss | $ (4,003) | $ (3,821) | $ (17,841) | $ (13,407) |
Net loss per share | ||||
Basic | $ (0.20) | $ (0.73) | $ (0.89) | $ (2.55) |
Diluted | $ (0.20) | $ (0.73) | $ (0.89) | $ (2.55) |
Shares used in computing net loss per share | ||||
Basic | 20,039 | 5,258 | 19,950 | 5,250 |
Diluted | 20,039 | 5,258 | 19,950 | 5,250 |
Product | ||||
Net revenue | ||||
Total net revenue | $ 3,060 | $ 1,389 | $ 10,384 | $ 3,016 |
Royalty and Other | ||||
Net revenue | ||||
Total net revenue | $ 234 | $ 629 | $ 597 | $ 800 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Exchangeable Shares | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning Balance at Dec. 31, 2020 | $ (3,921) | $ 5 | $ 102,361 | $ (106,287) | ||
Beginning Balance, shares at Dec. 31, 2020 | 5,241 | |||||
Stock-based compensation | 1,177 | 1,177 | ||||
Net loss | (4,157) | (4,157) | ||||
Ending Balance at Mar. 31, 2021 | (6,901) | $ 5 | 103,538 | (110,444) | ||
Ending Balance, shares at Mar. 31, 2021 | 5,241 | |||||
Beginning Balance at Dec. 31, 2020 | (3,921) | $ 5 | 102,361 | (106,287) | ||
Beginning Balance, shares at Dec. 31, 2020 | 5,241 | |||||
Net loss | (13,407) | |||||
Ending Balance at Sep. 30, 2021 | (13,836) | $ 5 | 105,854 | (119,695) | ||
Ending Balance, shares at Sep. 30, 2021 | 5,709 | |||||
Beginning Balance at Dec. 31, 2020 | (3,921) | $ 5 | 102,361 | (106,287) | ||
Beginning Balance, shares at Dec. 31, 2020 | 5,241 | |||||
Net loss | (10,900) | |||||
Ending Balance at Dec. 31, 2021 | 42,069 | $ 12 | 159,256 | (117,199) | ||
Ending Balance, shares at Dec. 31, 2021 | 12,284 | 9,295 | ||||
Beginning Balance at Mar. 31, 2021 | (6,901) | $ 5 | 103,538 | (110,444) | ||
Beginning Balance, shares at Mar. 31, 2021 | 5,241 | |||||
Issuance of common stock under stock plan, net | 30 | 30 | ||||
Issuance of common stock under stock plan, net, shares | 16 | |||||
Stock-based compensation | 1,137 | 1,137 | ||||
Net loss | (5,430) | (5,430) | ||||
Ending Balance at Jun. 30, 2021 | (11,164) | $ 5 | 104,705 | (115,874) | ||
Ending Balance, shares at Jun. 30, 2021 | 5,257 | |||||
Issuance of common stock under stock plan, net | 1 | 1 | ||||
Issuance of common stock under stock plan, net, shares | 452 | |||||
Stock-based compensation | 1,148 | 1,148 | ||||
Net loss | (3,821) | (3,821) | ||||
Ending Balance at Sep. 30, 2021 | (13,836) | $ 5 | 105,854 | (119,695) | ||
Ending Balance, shares at Sep. 30, 2021 | 5,709 | |||||
Beginning Balance at Dec. 31, 2021 | 42,069 | $ 12 | 159,256 | (117,199) | ||
Beginning Balance, shares at Dec. 31, 2021 | 12,284 | 9,295 | ||||
Exchange of exchangeable shares | 100 | (100) | ||||
Issuance of common stock under stock plan, net | (9) | (9) | ||||
Issuance of common stock under stock plan, net, shares | 9 | |||||
Stock-based compensation | 1,171 | 1,171 | ||||
Net unrealized gain (loss) on available-for-sale securities | (37) | $ (37) | ||||
Net loss | (6,754) | (6,754) | ||||
Ending Balance at Mar. 31, 2022 | 36,440 | $ 12 | 160,418 | (37) | (123,953) | |
Ending Balance, shares at Mar. 31, 2022 | 12,393 | 9,195 | ||||
Beginning Balance at Dec. 31, 2021 | 42,069 | $ 12 | 159,256 | (117,199) | ||
Beginning Balance, shares at Dec. 31, 2021 | 12,284 | 9,295 | ||||
Net unrealized gain (loss) on available-for-sale securities | (36) | |||||
Net loss | (17,805) | |||||
Ending Balance at Sep. 30, 2022 | 28,524 | $ 13 | 163,551 | (36) | (135,004) | |
Ending Balance, shares at Sep. 30, 2022 | 12,757 | 9,112 | ||||
Beginning Balance at Mar. 31, 2022 | 36,440 | $ 12 | 160,418 | (37) | (123,953) | |
Beginning Balance, shares at Mar. 31, 2022 | 12,393 | 9,195 | ||||
Issuance of common stock under stock plan, net | (50) | $ 1 | (51) | |||
Issuance of common stock under stock plan, net, shares | 244 | |||||
Stock-based compensation | 1,738 | 1,738 | ||||
Net unrealized gain (loss) on available-for-sale securities | (4) | (4) | ||||
Net loss | (7,043) | (7,043) | ||||
Ending Balance at Jun. 30, 2022 | 31,081 | $ 13 | 162,105 | (41) | (130,996) | |
Ending Balance, shares at Jun. 30, 2022 | 12,637 | 9,195 | ||||
Exchange of exchangeable shares | 83 | (83) | ||||
Issuance of common stock under stock plan, net | (2) | (2) | ||||
Issuance of common stock under stock plan, net, shares | 37 | |||||
Stock-based compensation | 1,448 | 1,448 | ||||
Net unrealized gain (loss) on available-for-sale securities | 5 | 5 | ||||
Net loss | (4,008) | (4,008) | ||||
Ending Balance at Sep. 30, 2022 | $ 28,524 | $ 13 | $ 163,551 | $ (36) | $ (135,004) | |
Ending Balance, shares at Sep. 30, 2022 | 12,757 | 9,112 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (17,805) | $ (13,407) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,289 | 783 |
Stock-based compensation | 4,357 | 3,461 |
Allowance for doubtful accounts | 683 | |
Change in fair value of warrant liability | (113) | |
Amortization of debt discount | 1,540 | |
Accrued interest expense | 4 | 661 |
Amortization of lease right-of-use assets | 418 | 182 |
Change in operating lease liabilities | (462) | (177) |
Other | 199 | 26 |
Changes in assets and liabilities: | ||
Accounts receivable | 117 | (16) |
Inventories | (1,447) | (756) |
Tax credits and receivables | 23 | (434) |
Prepaid expenses and other assets | 190 | 212 |
Deferred cost of net revenue | (600) | |
Accounts payable | (193) | 925 |
Deferred revenue and other liabilities | (1,192) | 56 |
Net cash used in operating activities | (13,419) | (7,057) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (577) | (57) |
Purchases of intangible assets | (21) | (95) |
Proceeds from maturities of marketable securities | 11,534 | |
Purchases of marketable securities | (497) | |
Net cash provided by (used in) investing activities | 10,439 | (152) |
Cash flows from financing activities: | ||
Taxes paid to net share settle equity awards | (61) | |
Repayment of loans | (184) | |
Proceeds from exercise of stock options | 31 | |
Net proceeds from loan facility | 1,262 | |
Net proceeds from convertible debenture | 5,545 | |
Net cash provided by (used in) financing activities | (61) | 6,654 |
Net decrease in cash and cash equivalents | 3,041 | 555 |
Cash and cash equivalents at beginning of period | 5,893 | 1,712 |
Cash and cash equivalents at end of period | 2,852 | 1,157 |
Supplemental disclosure: | ||
Recognition of right-of-use assets and lease liabilities | 1,003 | |
Unrealized loss on available-for-sale securities | $ 36 | |
Settlement of loan facility against tax receivables | 1,093 | |
Fair value of new warrants issued recognized as debt discount | $ 2,604 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
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), was incorporated in California in 1991 and reincorporated in 2000 in Delaware. The Company is a fabless semiconductor company specializing in the development of millimeter wave (mmWave), which is generally described as the frequency band from 24 Gigahertz (GHz) to 300GHz, wireless technology. The Company derives revenue from selling its 60GHz and 5G semiconductor devices and modules and performance of non-recurring engineering services. The Company also manufactures and sells high-performance memory semiconductor devices for a wide range of markets and receives royalties from licensees of its memory technology. 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). On December 17, 2021, , the Company changed its name to “Peraso Inc.” and began trading on the Nasdaq Stock Market (the Nasdaq) under the symbol “PRSO.” For accounting purposes, Peraso Tech, the legal subsidiary, has been treated as the accounting acquirer and the Company, the legal parent, has been treated as the accounting acquiree. The transaction was accounted for as a reverse acquisition in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) No. 805, Business Combinations (ASC 805). Accordingly, these condensed consolidated financial statements are a continuation of Peraso Tech’s consolidated financial statements prior to December 17, 2021 and exclude the statements of operations and comprehensive loss, statement of stockholders’ equity and statements of cash flows of the Company prior to December 17, 2021. See Note 2 for additional disclosure The accompanying condensed consolidated financial statements of the Company have been prepared without audit. The condensed consolidated balance sheet as of December 31, 2021 has been derived from the audited consolidated financial statements at that date. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (GAAP) have been condensed or omitted in accordance with the rules and regulations of the Securities and Exchange Commission (SEC). The information in this report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in its most recent annual report on Form 10-K filed with the SEC. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to summarize fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. The operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or for any other future period. Liquidity The Company incurred net losses of approximately $17.8 million for the nine months ended September 30, 2022 and $10.9 million for the year ended December 31, 2021 and had an accumulated deficit of approximately $135.0 million as of September 30, 2022. 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. 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 condensed consolidated financial statements. These condensed 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 condensed 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. The Company previously classified intangible asset amortization expense related to the developed technology and customer relationships intangibles within research and development expenses (R&D) in its condensed consolidated statements of operations and comprehensive loss. Amortization expense on the developed technology intangible asset is now classified within cost of net revenue, and amortization expense on customer relationships is now classified in selling, general and administrative expenses (SG&A). Prior period amounts have been conformed to the current period presentation. See Note 5 for additional disclosure. 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 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 has 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. The full extent of the COVID-19 impact on the Company’s operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions taken by U.S. and foreign government agencies to prevent disease spread, all of which are uncertain, out of the Company’s control, and cannot be predicted . 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. 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 condensed 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, notes 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 . 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 $683,000 as of September 30, 2022 and approximately $61,000 as of December 31, 2021. 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 inventory reserves for estimated obsolescence or unmarketable inventories based upon assumptions about future demand and market conditions. Once a reserve is established, it is maintained until the product to which it relates is sold or otherwise disposed of. If actual market conditions are less favorable than those expected by management, additional adjustment 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 $420,000 and $56,000 during the nine months ended September 30, 2022 and 2021, respectively. Tax Credits and Receivables The Company is registered for the Canadian federal and provincial goods and services taxes. As such, the Company is obligated to collect from third parties and is entitled to claim sales taxes paid on its expenses and capital expenditures incurred in Canada. The Company participated in the Canadian government’s Scientific Research and Experimental Development (SRED) Program, which uses tax incentives to encourage Canadian businesses to conduct research and development (R&D) in Canada. As a part of the program, the Company may be entitled to a receivable in the form of tax credits or incentives. The Company records refundable tax credits as a reduction of expense and receivable when the Company can reasonably estimate the amounts and it is more likely than not, the credit will be received. A government refund or subsidy that is compensation for expenses or losses already incurred, or for which there are no future related costs, is recognized in the statement of operations in the period in which it becomes receivable. As of December 17, 2021, Peraso Tech ceased to be a Canadian Controlled Private Corporation, as defined by the government of Canada, and the Company is no longer eligible for the expenditure refund program. However, it is eligible for a tax credit of 15% on qualified SRED expenditures. Unused SRED tax credits can be carried back three years or forward for 20 years. 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 SG&A in the condensed consolidated statements of operations. 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): September 30, 2022 Gross Net Carrying Accumulated Carrying Amount Amortization Amount Developed technology $ 5,726 $ 1,133 $ 4,593 Customer relationships 2,556 506 2,050 Other 186 26 160 Total $ 8,468 $ 1,665 $ 6,803 December 31, 2021 Gross Net Carrying Accumulated Carrying Amount Amortization Amount Developed technology $ 5,726 $ 60 $ 5,666 Customer relationships 2,556 27 2,529 Other 165 5 160 Total $ 8,447 $ 92 $ 8,355 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. The Company is amortizing the developed technology on a straight-line basis over four years. Amortization related to developed technology of $0.4 million and $1.1 million for the three and nine months ended September 30, 2022, respectively, has been included in cost of net revenue in the condensed consolidated statements of operations and comprehensive loss. Customer relationships relate to the Company's ability to sell existing and future versions of 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. The Company is amortizing customer relationships on a straight-line basis over an estimated life of 4 years. Amortization related to customer relationships of $0.2 million and $0.5 million for the three and nine months ended September 30, 2022, respectively, has been included in selling, general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. Amortization expense was $0.5 million and $1.6 million for the three and nine months ended September 30, 2022, respectively. There was no material amortization expense for the three and nine months ended September 30, 2021. As of September 30, 2022, estimated future amortization expense related to intangible assets was as follows (in thousands): Year ending December 31, 2022 $ 526 2023 2,099 2024 2,099 2025 2,011 2026 28 2027 10 Thereafter 30 $ 6,803 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. To date, as of September 30, 2022, the Company has not identified any goodwill impairment. However, current macroeconomic conditions, which have been impacted by the COVID-19 pandemic and inflation, could negatively impact our business and stock price and trigger the Company to test for impairment. The Company will continue to evaluate for impairment indicators, as necessary, on a quarterly basis. . Leases ASC No. 842, Leases Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers As described below, the analysis of contracts under ASC 606 supports the recognition of revenue at a point in time, resulting in revenue recognition timing that is materially consistent with the Company’s historical practice of recognizing product revenue when title and risk of loss pass to the customer. 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. P roduct 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 three months ended September 30, 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 Company has deferred the cost of net revenue associated with these shipments, and the amount deferred has been presented as deferred cost of net revenue in the condensed consolidated balance sheets. 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 September 30, 2022 and December 31, 2021, contract liabilities were in a current position and included in deferred revenue. During the nine months ended September 30, 2022, the Company recognized approximately $156,000 of revenue that had been included in deferred revenue as of December 31, 2021. 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. Government Subsidies A grant or subsidy that is compensation for expenses or losses already incurred, or for which there are no future related costs, is recognized in the statement of operations in the period in which it becomes receivable. Starting in 2020, certain Canadian businesses, which experienced a drop in revenue during the COVID-19 pandemic, became eligible for rent and wage subsidies from the Canadian government. The Company’s subsidiary, Peraso Tech, began receiving subsidies on a monthly basis beginning in the fourth quarter of 2020 and ending in the fourth quarter of 2021. During the nine months ended September 30 , 2021 , the Company recognized payroll subsidies of $ as a reduction in the associated wage costs and rent subsidies of $ as a reduction of operating expenses in the condensed consolidated statement of operations. 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): September 30, 2022 2021 Escrow shares - exchangeable shares 1,313 — Escrow shares - common stock 502 — Options to purchase common stock 1,514 1,034 Unvested restricted common stock units 1,229 — Convertible debt — 5,500 Common stock warrants 134 508 Total 4,692 7,042 Recently Issued Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses does not expect that the adoption of ASU No. 2016-13 will have a significant impact on the Company's consolidated financial statements In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (ASU 2021-04) conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination | Note 2: Business Combination Arrangement As discussed in Note 1, on September 14, 2021, the Company and its newly formed subsidiaries, Callco and Canco, entered into the Arrangement Agreement with Peraso Tech. On December 17, 2021, following the satisfaction of the closing conditions set forth in the Arrangement Agreement, including approvals from the stockholders of the Company and Peraso Tech, the Arrangement was completed. Securities Conversion Pursuant to the completion of the Arrangement, each Peraso Share that was issued and outstanding immediately prior to December 17, 2021 was converted into the right to receive 0.045239122387267 (the Exchange Ratio) 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. In addition, all of Peraso Tech’s outstanding stock options and other securities exercisable or exchangeable for, or convertible into, and any other rights to acquire Peraso Shares were exchanged for securities exercisable or exchangeable for, or convertible into, or other rights to acquire the Company’s common stock. Immediately following the completion of the Arrangement, the former security holders of Peraso Tech owned approximately 61%, on a fully-diluted basis, of the Company’s common stock, and the former shareholders of Peraso Tech, as a group, obtained control of the Company. While the Company was the legal acquirer of Peraso Tech, Peraso Tech was deemed to be the acquirer for accounting purposes. In addition, pursuant to the terms of the Arrangement Agreement, (i) certain warrants to purchase Peraso Shares outstanding immediately prior to the closing of the Arrangement were exercised in consideration for the issuance of Peraso Shares; (ii) each convertible debenture of Peraso Tech outstanding immediately prior to the closing of the Arrangement and all principal and accrued but unpaid interest thereon was converted into Peraso Shares at a conversion price equal to the conversion price set out in each such debenture; and (iii) each outstanding option to purchase Peraso Shares (each, a Peraso Option) was exchanged for a replacement option to purchase such number of shares of common stock that was equal to the product of (a) the number of Peraso Shares subject to the Peraso Options immediately before the closing of the Arrangement and (b) the Exchange Ratio, rounded down to the nearest whole number of shares of common stock. Upon the closing of the Arrangement, an aggregate of 9,295,097 Exchangeable Shares and 3,558,151 shares of common stock were issued to the holders of Peraso Shares. Of such 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 $8.57 per share, subject to 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. Reverse Acquisition Determination Pursuant to ASC 805, the transaction was accounted for as a reverse acquisition because: (i) the stockholders of Peraso Tech owned the majority of the outstanding common stock of the Company after the share exchange; (ii) Peraso Tech appointed a majority of the Company’s board of directors; and (iii) Peraso Tech determined the officers of the Company. Measuring the Consideration Transferred In the reverse acquisition, the accounting acquirer did not issue any consideration to the accounting acquiree, rather the accounting acquiree issued its equity shares to the owners of the accounting acquirer in exchange for the accounting acquirer’s shares. The acquisition date fair value of the consideration transferred by the accounting acquirer for its interest in the accounting acquiree was calculated by Peraso Tech, as the fair value of the consideration effectively transferred. In accordance with ASC 805, the consideration effectively transferred between the Company (a public company as the accounting acquiree) and Peraso Tech (a private company as the accounting acquirer), was calculated as the fair value of the Company’s equity including the fair value of its common shares outstanding and its warrants, plus the portion of the share-based award fair value allocated to the pre-combination service of the accounting acquiree’s awards. The fair value of the total consideration effectively transferred is summarized in the following table (in thousands, except per-share amount): Company share price (i) $ 4.21 Company common shares outstanding (ii) 8,716 Fair value of the Company's common shares outstanding 36,694 Fair value of the Company's warrants (iii) 301 Total fair value of the Company's share-based awards (iii) 782 Percent related to pre-combination service 80.76 % Fair value of the Company's pre-combination service share-based awards (iii) 632 Consideration effectively transferred $ 37,627 (i) Represents the Company's share price as of December 16, 2021 (ii) Represents the Company's outstanding shares as of December 16, 2021 (iii) Represents the fair value of the Company's warrants outstanding and calculated as of December 16, 2021 The following table summarizes the final allocation of the purchase price to the net assets acquired based on the respective fair value of the acquired assets and assumed liabilities of the accounting acquiree, which is the Company December 31, 2021 Assets: (in thousands) Cash, cash equivalents and investments $ 19,064 Other current assets 2,558 Other assets 833 Intangibles Developed technology 5,726 Customer relationships 2,556 8,282 Goodwill 9,946 Liabilities: Current liabilities 3,056 $ 37,627 Unaudited pro forma results of operations for the three and nine months ended September 30, 2021 are included below as if the business combination occurred on January 1, 2021. This summary of the unaudited pro forma results of operations is not necessarily indicative of what the Company’s results of operations would have been had Peraso Tech been acquired at the beginning of 2021, nor does it purport to represent results of operations for any future periods. Three Months Ended Nine Months Ended (in thousands) September 30, 2021 September 30, 2021 Revenue $ 3,354 $ 7,659 Net loss $ (5,535 ) $ (17,695 ) |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 3: Fair Value of Financial Instruments The estimated fair values of financial instruments outstanding were (in thousands): September 30, 2022 Unrealized Unrealized Fair Cost Gains Loss Value Cash and cash equivalents $ 2,852 $ — $ — $ 2,852 Short-term investments 1,107 — (36 ) 1,071 $ 3,959 $ — $ (36 ) $ 3,923 December 31, 2021 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ 5,893 $ — $ — $ 5,893 Short-term investments 9,276 — (9 ) 9,267 Long-term investments 2,935 — (7 ) 2,928 $ 18,104 $ — $ (16 ) $ 18,088 The following table represents the Company’s fair value hierarchy for its financial assets (cash equivalents and investments) (in thousands): September 30, 2022 Fair Value Level 1 Level 2 Level 3 Money market funds $ 72 $ 72 $ — $ — Corporate notes and commercial paper $ 1,071 $ — $ 1,071 $ — $ 1,143 $ 72 $ 1,071 $ — December 31, 2021 Fair Value Level 1 Level 2 Level 3 Money market funds $ 1,159 $ 1,159 $ — $ — Corporate notes and commercial paper $ 12,195 $ — $ 12,195 $ — There were no transfers in or out of Level 1 and Level 2 securities during the nine months ended September 30, 2022 or December 31, 2021. |
Balance Sheet Detail
Balance Sheet Detail | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Detail | Note 4. Balance Sheet Detail Inventories September 30, December 31, 2022 2021 (in thousands) Raw materials $ 1,416 $ 879 Work-in-process 2,728 2,170 Finished goods 1,127 775 $ 5,271 $ 3,824 |
Revision of Prior Period Financ
Revision of Prior Period Financial Statements | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Changes And Error Corrections [Abstract] | |
Revision of Prior Period Financial Statements | Note 5. Revision of Prior Period Financial Statements Prior to April 1, 2022, the Company classified amortization expense related to the developed technology and customer relationships intangible assets within R&D in its condensed consolidated statements of operations and comprehensive loss. Amortization expense on the developed technology intangible asset is now classified within cost of net revenue, and amortization expense on customer relationships is now classified in SG&A. Prior period amounts have been conformed to the current period presentation. The reclassification had no impact on the Company's net loss or cash flows for the three months ended March 31, 2022 and nine months ended September 30, 2022. The effects of the adjustments for the three months ended March 31, 2022 were as follows (in thousands): As Reported Adjustment As Revised Condensed Consolidated Statement of Operations: Cost of net revenue $ 1,590 $ 358 $ 1,948 Gross profit 1,813 (358 ) 1,455 Research and development 6,003 (517 ) 5,486 Selling, general and administrative 2,546 159 2,705 Total operating expenses $ 8,549 $ (358 ) $ 8,191 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6. Commitments and Contingencies Leases The Company has five facility leases that it accounts for under ASC 842, and these include the operating leases for its corporate facility in San Jose, California, and facilities in Toronto, Markham and Waterloo, Ontario, Canada. The Waterloo and Toronto leases expire in September 2022 and December 2023, respectively. The current San Jose lease with a sublessor expires in July 2022, and the Company entered into a new, direct lease with the facility landlord, dated April 13, 2022, for an 18-month term, which commenced July 15, 2022. In addition, on May 26, 2022, the Company entered into a new lease for a facility in Markham, Ontario with a 60-month term, which commenced June 21, 2022. The Markham landlord also provided a lease incentive of approximately $220,000 (the Incentive), which will be payable to the Company as follows: one-half of the Incentive payable subsequent to the completion of the improvements to the leased space and the second half-ratably on an annual basis commencing with the second year of the lease. The right-to-use assets and corresponding liabilities for the facility leases were measured at the present value of the future minimum lease payments. The discount rate used to measure the lease assets and liabilities were 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 on the balance sheet of approximately $274,000. The following table provides the details of right-of-use assets and lease liabilities as of September 30, 2022 (in thousands): Nine Months Ended September 30, 2022 Right-of-use assets: Operating leases $ 957 Finance lease 224 Total right-of-use assets $ 1,181 Lease liabilities: Operating leases $ 954 Finance lease 233 Total lease liabilities $ 1,187 Future minimum payments under the leases at September 30, 2022 are listed in the table below (in thousands): Year ending December 31, 2022 $ 67 2023 742 2024 216 2025 132 2026 106 2027 67 Total future lease payments 1,330 Less: imputed interest (143 ) Present value of lease liabilities $ 1,187 The following table provides the details of supplemental cash flow information (in thousands): Nine Months Ended September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for leases $ 504 $ 273 Rent expense was approximately $0.2 million for each of the three-month periods ended September 30, 2022 and 2021. Rent expense was approximately $0.5 million for the nine months ended September 30, 2022 and $0.3 million for the nine months ended September 30, 2021. 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 condensed consolidated financial statements for the nine months ended September 30, 2022 and 2021 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 nine months ended September 30, 2022 and 2021. 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 condensed 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. |
Business Segments, Concentratio
Business Segments, Concentration of Credit Risk and Significant Customers | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Business Segments, Concentration of Credit Risk and Significant Customers | Note 7. Business Segments, Concentration of Credit Risk and Significant Customers The Company determined its reporting units in accordance with ASC 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): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 North America $ 1,918 $ 984 $ 7,158 $ 1,145 Hong Kong 447 1,027 1,328 2,057 Taiwan 131 (2 ) 646 586 Japan 368 — 905 — Rest of world 430 9 944 28 Total net revenue $ 3,294 $ 2,018 $ 10,981 $ 3,816 Customers who accounted for at least 10% of total net revenue were: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Customer A 24% * 24% * Customer B 22% 14% 28% * Customer C 14% 45% 12% 48% Customer D * * * 15% Customer E * 33% * 18% * Represents less than 10% As of September 30, 2022, two customers accounted for 60% of accounts receivable, and the Company recorded a provision for doubtful accounts of $683,000 against one of the customer’s receivables. Three customers accounted for 96% of accounts receivable as of December 31, 2021. |
Income Tax Provision
Income Tax Provision | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | Note 8. Income Tax Provision 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. All tax returns from 2015 to 2020 may be subject to examination by the Internal Revenue Service, California and other states. Returns filed in foreign jurisdictions may be subject to examination for the years 2011 to 2020. As of September 30, 2022, the Company has not recorded any liability for unrecognized tax benefits related to uncertain tax positions. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 9. 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), and it replaced 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, 182,500 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 3,106,937 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 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 reflected compensation costs of $3.4 million and $3.5 million related to the vesting of stock options during the nine-month periods ended September 30, 2022 and 2021, respectively. At September 30, 2022, the unamortized compensation cost was approximately $8.9 million related to stock options and is expected to be recognized as expense over a weighted average period of approximately 2.3 years. The Company reflected compensation costs of $1.0 million and zero related to the vesting of restricted stock options during the nine months ended September 30, 2022 and 2021, respectively. The unamortized compensation cost at September 30, 2022 was $2.3 million related to restricted stock units and is expected to be recognized as expense over a weighted average period of approximately 2.3 years. Valuation Assumptions and Expense Information for Stock-Based Compensation There were no stock options granted or exercised during the nine months ended September 30, 2022. There were no stock options granted and stock options were exercised for 452 shares of common stock during the nine months ended September 30, 2021. 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 The following table summarizes the activity in the shares available for grant under the Plans during the nine months ended September 30, 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 3,024 1,558 $ 3.49 Options cancelled — (13 ) $ 10.98 Balance as of March 31, 2022 3,024 1,545 $ 3.43 RSUs granted (1,511 ) — $ - RSUs cancelled and returned to the Plan 43 — $ - Options cancelled — (8 ) $ 2.63 Balance as of June 30, 2022 1,556 1,537 $ 3.43 RSUs granted (67 ) — $ - RSUs cancelled and returned to the Plan 103 — $ - Options cancelled — (23 ) $ 2.57 Balance as of September 30, 2022 1,592 1,514 $ 3.39 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 88 $ 4.84 Vested (13 ) $ 3.70 Non-vested shares as of March 31, 2022 75 $ 5.67 Granted 1,511 — Vested (271 ) $ 2.49 Cancelled (12 ) — Non-vested shares as of June 30, 2022 1,303 $ 2.28 Granted 67 — Vested (38 ) $ 2.45 Cancelled (103 ) — Non-vested shares as of September 30, 2022 1,229 $ 2.27 The following table summarizes significant ranges of outstanding and exercisable options as of September 30, 2022 (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 $1.57 - $14.99 1,502 7.89 $ 2.65 865 $ 2.52 $ 10 $15.00 - $25.59 5 0.98 $ 17.12 5 $ 17.12 $ — $25.60 - $143.99 1 3.89 $ 101.27 1 $ 101.27 $ — $144.00 - $409.99 5 3.74 $ 144.00 5 $ 144.00 $ — $410.00 - $924.00 1 1.95 $ 410.00 1 $ 410.00 $ — $1.57 - $924.00 1,514 7.85 $ 3.39 877 $ 3.81 $ 10 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders Equity Note [Abstract] | |
Equity | Note 10. Equity Warrants As of September 30, 2022, the Company had the following warrants outstanding (share amounts in thousands): Type Number of Shares Exercise Price Expiration Common stock 33 $ 47.00 January 2023 Common stock 101 $ 2.40 October 2023 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 11. Debt Loan Facilities On November 30, 2020, the Company entered into a loan agreement (the SRED Financing) to raise funds against the Company’s present and after acquired personal property. On February 5, 2021, March 5, 2021 and September 17, 2021 the Company raised additional funds from the second, third and fourth draws under the SRED financing of $274,715 (CDN$350,000), $274,715 (CDN$350,000) and $745,655 (CDN$950,000) respectively, totaling year to date gross proceeds of $1,295,085 (CDN$1,650,000) net of financing fees of $32,770 (CDN$41,750). Each borrowing carried an interest rate of 1.6% per month, compounded monthly (20.98%). The SRED financing was sanctioned against the Company’s SRED tax credit refund. The first, second and third draws, including interest of $136,900 (CDN$174,417), were repaid through proceeds from the Company’s tax credit refund of $1,093,230 (CDN$1,392,831) received in August 2021, and the balance of $184,558 (CDN$ 235,132) was paid from the fourth draw. The remaining loan balance, including interest, of $816,964 (CDN$1,044,177) was repaid on December 16, 2021. Interest expense of $870,212 for the three months ended September 30, 2021 consisted of i) $625,913 of amortization of debt discount, ii) $212,971 of interest expense on convertible debt, which was outstanding and retired in 2021, and iii) $31,328 of interest expense on the SRED financing. Interest expense of $2,170,059 for the nine months ended September 30, 2021 consisted of i) $1,510,368 of amortization of debt discount, ii) $522,274 of interest expense on convertible debt, which was outstanding and retired in 2021, and iii) $137,417 of interest expense on the SRED financing. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12. Related Party Transactions A family member of one of the Company’s executive officers serves as a consultant to the Company. During the nine months ended September 30, 2022 and 2021, the Company paid approximately $126,800 and $153,100, respectively, to the consultant. Additionally, a family member of one of the Company’s executive officers is an employee of the Company. During the nine months ended September 30, 2022, the Company paid approximately $127,500 to the employed family member , which includes 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 | 9 Months Ended |
Sep. 30, 2022 | |
License And Asset Sale Transaction [Abstract] | |
License and Asset Sale Transaction | Note 13. 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 (the Fabulous Agreement), 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 agreed to pay the Company $3,062,500 at the closing of the transaction (the Closing) and $437,500 (the Holdback) upon the satisfaction by the Company, as mutually agreed upon by the parties in good faith, of certain release criteria set forth in the Agreement relating to various due diligence activities of Intel regarding the Licensed Technology (the Release Criteria). Intel and the Company agreed to work together in good faith so as to ensure that the Release Criteria is satisfied by the Company no later than six months following the Closing. 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 |
The Company and Summary of Si_2
The Company and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Liquidity | Liquidity The Company incurred net losses of approximately $17.8 million for the nine months ended September 30, 2022 and $10.9 million for the year ended December 31, 2021 and had an accumulated deficit of approximately $135.0 million as of September 30, 2022. 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. 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 condensed consolidated financial statements. These condensed 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 condensed 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. The Company previously classified intangible asset amortization expense related to the developed technology and customer relationships intangibles within research and development expenses (R&D) in its condensed consolidated statements of operations and comprehensive loss. Amortization expense on the developed technology intangible asset is now classified within cost of net revenue, and amortization expense on customer relationships is now classified in selling, general and administrative expenses (SG&A). Prior period amounts have been conformed to the current period presentation. See Note 5 for additional disclosure. |
Risk 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 | COVID-19 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 has 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. The full extent of the COVID-19 impact on the Company’s operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions taken by U.S. and foreign government agencies to prevent disease spread, all of which are uncertain, out of the Company’s control, and cannot be predicted . |
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. |
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 condensed 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, notes 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 . |
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 $683,000 as of September 30, 2022 and approximately $61,000 as of December 31, 2021. |
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 inventory reserves for estimated obsolescence or unmarketable inventories based upon assumptions about future demand and market conditions. Once a reserve is established, it is maintained until the product to which it relates is sold or otherwise disposed of. If actual market conditions are less favorable than those expected by management, additional adjustment 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 $420,000 and $56,000 during the nine months ended September 30, 2022 and 2021, respectively. |
Tax Credits and Receivables | Tax Credits and Receivables The Company is registered for the Canadian federal and provincial goods and services taxes. As such, the Company is obligated to collect from third parties and is entitled to claim sales taxes paid on its expenses and capital expenditures incurred in Canada. The Company participated in the Canadian government’s Scientific Research and Experimental Development (SRED) Program, which uses tax incentives to encourage Canadian businesses to conduct research and development (R&D) in Canada. As a part of the program, the Company may be entitled to a receivable in the form of tax credits or incentives. The Company records refundable tax credits as a reduction of expense and receivable when the Company can reasonably estimate the amounts and it is more likely than not, the credit will be received. A government refund or subsidy that is compensation for expenses or losses already incurred, or for which there are no future related costs, is recognized in the statement of operations in the period in which it becomes receivable. As of December 17, 2021, Peraso Tech ceased to be a Canadian Controlled Private Corporation, as defined by the government of Canada, and the Company is no longer eligible for the expenditure refund program. However, it is eligible for a tax credit of 15% on qualified SRED expenditures. Unused SRED tax credits can be carried back three years or forward for 20 years. |
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 SG&A in the condensed consolidated statements of operations. 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): September 30, 2022 Gross Net Carrying Accumulated Carrying Amount Amortization Amount Developed technology $ 5,726 $ 1,133 $ 4,593 Customer relationships 2,556 506 2,050 Other 186 26 160 Total $ 8,468 $ 1,665 $ 6,803 December 31, 2021 Gross Net Carrying Accumulated Carrying Amount Amortization Amount Developed technology $ 5,726 $ 60 $ 5,666 Customer relationships 2,556 27 2,529 Other 165 5 160 Total $ 8,447 $ 92 $ 8,355 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. The Company is amortizing the developed technology on a straight-line basis over four years. Amortization related to developed technology of $0.4 million and $1.1 million for the three and nine months ended September 30, 2022, respectively, has been included in cost of net revenue in the condensed consolidated statements of operations and comprehensive loss. Customer relationships relate to the Company's ability to sell existing and future versions of 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. The Company is amortizing customer relationships on a straight-line basis over an estimated life of 4 years. Amortization related to customer relationships of $0.2 million and $0.5 million for the three and nine months ended September 30, 2022, respectively, has been included in selling, general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. Amortization expense was $0.5 million and $1.6 million for the three and nine months ended September 30, 2022, respectively. There was no material amortization expense for the three and nine months ended September 30, 2021. As of September 30, 2022, estimated future amortization expense related to intangible assets was as follows (in thousands): Year ending December 31, 2022 $ 526 2023 2,099 2024 2,099 2025 2,011 2026 28 2027 10 Thereafter 30 $ 6,803 |
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. To date, as of September 30, 2022, the Company has not identified any goodwill impairment. However, current macroeconomic conditions, which have been impacted by the COVID-19 pandemic and inflation, could negatively impact our business and stock price and trigger the Company to test for impairment. The Company will continue to evaluate for impairment indicators, as necessary, on a quarterly basis. . |
Leases | Leases ASC No. 842, Leases |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers As described below, the analysis of contracts under ASC 606 supports the recognition of revenue at a point in time, resulting in revenue recognition timing that is materially consistent with the Company’s historical practice of recognizing product revenue when title and risk of loss pass to the customer. 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. P roduct 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 three months ended September 30, 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 Company has deferred the cost of net revenue associated with these shipments, and the amount deferred has been presented as deferred cost of net revenue in the condensed consolidated balance sheets. 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 September 30, 2022 and December 31, 2021, contract liabilities were in a current position and included in deferred revenue. During the nine months ended September 30, 2022, the Company recognized approximately $156,000 of revenue that had been included in deferred revenue as of December 31, 2021. 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. |
Government Subsidies | Government Subsidies A grant or subsidy that is compensation for expenses or losses already incurred, or for which there are no future related costs, is recognized in the statement of operations in the period in which it becomes receivable. Starting in 2020, certain Canadian businesses, which experienced a drop in revenue during the COVID-19 pandemic, became eligible for rent and wage subsidies from the Canadian government. The Company’s subsidiary, Peraso Tech, began receiving subsidies on a monthly basis beginning in the fourth quarter of 2020 and ending in the fourth quarter of 2021. During the nine months ended September 30 , 2021 , the Company recognized payroll subsidies of $ as a reduction in the associated wage costs and rent subsidies of $ as a reduction of operating expenses in the condensed consolidated statement of operations. |
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): September 30, 2022 2021 Escrow shares - exchangeable shares 1,313 — Escrow shares - common stock 502 — Options to purchase common stock 1,514 1,034 Unvested restricted common stock units 1,229 — Convertible debt — 5,500 Common stock warrants 134 508 Total 4,692 7,042 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses does not expect that the adoption of ASU No. 2016-13 will have a significant impact on the Company's consolidated financial statements In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (ASU 2021-04) conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
The Company and Summary of Si_3
The Company and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Intangible Assets Subject to Amortization | Intangible assets subject to amortization, including those acquired in business combinations were as follows (amounts in thousands): September 30, 2022 Gross Net Carrying Accumulated Carrying Amount Amortization Amount Developed technology $ 5,726 $ 1,133 $ 4,593 Customer relationships 2,556 506 2,050 Other 186 26 160 Total $ 8,468 $ 1,665 $ 6,803 December 31, 2021 Gross Net Carrying Accumulated Carrying Amount Amortization Amount Developed technology $ 5,726 $ 60 $ 5,666 Customer relationships 2,556 27 2,529 Other 165 5 160 Total $ 8,447 $ 92 $ 8,355 |
Summary of Estimated Future Amortization Expense | As of September 30, 2022, estimated future amortization expense related to intangible assets was as follows (in thousands): Year ending December 31, 2022 $ 526 2023 2,099 2024 2,099 2025 2,011 2026 28 2027 10 Thereafter 30 $ 6,803 |
Schedule of Antidilutive Securities Excluded from 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): September 30, 2022 2021 Escrow shares - exchangeable shares 1,313 — Escrow shares - common stock 502 — Options to purchase common stock 1,514 1,034 Unvested restricted common stock units 1,229 — Convertible debt — 5,500 Common stock warrants 134 508 Total 4,692 7,042 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Summary of Fair Value of Total Consideration Effectively Transferred | The fair value of the total consideration effectively transferred is summarized in the following table (in thousands, except per-share amount): Company share price (i) $ 4.21 Company common shares outstanding (ii) 8,716 Fair value of the Company's common shares outstanding 36,694 Fair value of the Company's warrants (iii) 301 Total fair value of the Company's share-based awards (iii) 782 Percent related to pre-combination service 80.76 % Fair value of the Company's pre-combination service share-based awards (iii) 632 Consideration effectively transferred $ 37,627 (i) Represents the Company's share price as of December 16, 2021 (ii) Represents the Company's outstanding shares as of December 16, 2021 (iii) Represents the fair value of the Company's warrants outstanding and calculated as of December 16, 2021 |
Summary of Final Allocation of Purchase Price to Net Assets Acquired | The following table summarizes the final allocation of the purchase price to the net assets acquired based on the respective fair value of the acquired assets and assumed liabilities of the accounting acquiree, which is the Company December 31, 2021 Assets: (in thousands) Cash, cash equivalents and investments $ 19,064 Other current assets 2,558 Other assets 833 Intangibles Developed technology 5,726 Customer relationships 2,556 8,282 Goodwill 9,946 Liabilities: Current liabilities 3,056 $ 37,627 |
Summary of Unaudited Pro Forma Results of Operations | This summary of the unaudited pro forma results of operations is not necessarily indicative of what the Company’s results of operations would have been had Peraso Tech been acquired at the beginning of 2021, nor does it purport to represent results of operations for any future periods. Three Months Ended Nine Months Ended (in thousands) September 30, 2021 September 30, 2021 Revenue $ 3,354 $ 7,659 Net loss $ (5,535 ) $ (17,695 ) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Estimated Fair Values of Financial Instruments Outstanding | The estimated fair values of financial instruments outstanding were (in thousands): September 30, 2022 Unrealized Unrealized Fair Cost Gains Loss Value Cash and cash equivalents $ 2,852 $ — $ — $ 2,852 Short-term investments 1,107 — (36 ) 1,071 $ 3,959 $ — $ (36 ) $ 3,923 December 31, 2021 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ 5,893 $ — $ — $ 5,893 Short-term investments 9,276 — (9 ) 9,267 Long-term investments 2,935 — (7 ) 2,928 $ 18,104 $ — $ (16 ) $ 18,088 |
Schedule of Fair Value Hierarchy for Financial Assets (Cash Equivalents and Investments) | The following table represents the Company’s fair value hierarchy for its financial assets (cash equivalents and investments) (in thousands): September 30, 2022 Fair Value Level 1 Level 2 Level 3 Money market funds $ 72 $ 72 $ — $ — Corporate notes and commercial paper $ 1,071 $ — $ 1,071 $ — $ 1,143 $ 72 $ 1,071 $ — December 31, 2021 Fair Value Level 1 Level 2 Level 3 Money market funds $ 1,159 $ 1,159 $ — $ — Corporate notes and commercial paper $ 12,195 $ — $ 12,195 $ — |
Balance Sheet Detail (Tables)
Balance Sheet Detail (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Inventory | September 30, December 31, 2022 2021 (in thousands) Raw materials $ 1,416 $ 879 Work-in-process 2,728 2,170 Finished goods 1,127 775 $ 5,271 $ 3,824 |
Revision of Prior Period Fina_2
Revision of Prior Period Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Changes And Error Corrections [Abstract] | |
Schedule of Adjustments | The effects of the adjustments for the three months ended March 31, 2022 were as follows (in thousands): As Reported Adjustment As Revised Condensed Consolidated Statement of Operations: Cost of net revenue $ 1,590 $ 358 $ 1,948 Gross profit 1,813 (358 ) 1,455 Research and development 6,003 (517 ) 5,486 Selling, general and administrative 2,546 159 2,705 Total operating expenses $ 8,549 $ (358 ) $ 8,191 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Right-of-Use Asset and Lease Liabilities | The following table provides the details of right-of-use assets and lease liabilities as of September 30, 2022 (in thousands): Nine Months Ended September 30, 2022 Right-of-use assets: Operating leases $ 957 Finance lease 224 Total right-of-use assets $ 1,181 Lease liabilities: Operating leases $ 954 Finance lease 233 Total lease liabilities $ 1,187 |
Schedule of Future Minimum Payments under Facility Leases | Future minimum payments under the leases at September 30, 2022 are listed in the table below (in thousands): Year ending December 31, 2022 $ 67 2023 742 2024 216 2025 132 2026 106 2027 67 Total future lease payments 1,330 Less: imputed interest (143 ) Present value of lease liabilities $ 1,187 |
Schedule of Supplemental Cash Flow Information Related to Operating lease | The following table provides the details of supplemental cash flow information (in thousands): Nine Months Ended September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for leases $ 504 $ 273 |
Business Segments, Concentrat_2
Business Segments, Concentration of Credit Risk and Significant Customers (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from Shipments of Product. Licensing of its Technologies and Performance of Services to Customers by Geographical Location | 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): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 North America $ 1,918 $ 984 $ 7,158 $ 1,145 Hong Kong 447 1,027 1,328 2,057 Taiwan 131 (2 ) 646 586 Japan 368 — 905 — Rest of world 430 9 944 28 Total net revenue $ 3,294 $ 2,018 $ 10,981 $ 3,816 |
Schedule of Customers Who Accounted for at Least 10% of Total Net Revenue | Customers who accounted for at least 10% of total net revenue were: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Customer A 24% * 24% * Customer B 22% 14% 28% * Customer C 14% 45% 12% 48% Customer D * * * 15% Customer E * 33% * 18% * Represents less than 10% |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Share Available for Grant Under the 2019 Plan | The following table summarizes the activity in the shares available for grant under the Plans during the nine months ended September 30, 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 3,024 1,558 $ 3.49 Options cancelled — (13 ) $ 10.98 Balance as of March 31, 2022 3,024 1,545 $ 3.43 RSUs granted (1,511 ) — $ - RSUs cancelled and returned to the Plan 43 — $ - Options cancelled — (8 ) $ 2.63 Balance as of June 30, 2022 1,556 1,537 $ 3.43 RSUs granted (67 ) — $ - RSUs cancelled and returned to the Plan 103 — $ - Options cancelled — (23 ) $ 2.57 Balance as of September 30, 2022 1,592 1,514 $ 3.39 |
Summary of RSU's 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 88 $ 4.84 Vested (13 ) $ 3.70 Non-vested shares as of March 31, 2022 75 $ 5.67 Granted 1,511 — Vested (271 ) $ 2.49 Cancelled (12 ) — Non-vested shares as of June 30, 2022 1,303 $ 2.28 Granted 67 — Vested (38 ) $ 2.45 Cancelled (103 ) — Non-vested shares as of September 30, 2022 1,229 $ 2.27 |
Summary of Significant Ranges of Outstanding and Exercisable Options | The following table summarizes significant ranges of outstanding and exercisable options as of September 30, 2022 (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 $1.57 - $14.99 1,502 7.89 $ 2.65 865 $ 2.52 $ 10 $15.00 - $25.59 5 0.98 $ 17.12 5 $ 17.12 $ — $25.60 - $143.99 1 3.89 $ 101.27 1 $ 101.27 $ — $144.00 - $409.99 5 3.74 $ 144.00 5 $ 144.00 $ — $410.00 - $924.00 1 1.95 $ 410.00 1 $ 410.00 $ — $1.57 - $924.00 1,514 7.85 $ 3.39 877 $ 3.81 $ 10 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders Equity Note [Abstract] | |
Schedule of Warrants Outstanding | As of September 30, 2022, the Company had the following warrants outstanding (share amounts in thousands): Type Number of Shares Exercise Price Expiration Common stock 33 $ 47.00 January 2023 Common stock 101 $ 2.40 October 2023 |
The Company and Summary of Si_4
The Company and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Net losses | $ (4,008,000) | $ (7,043,000) | $ (6,754,000) | $ (3,821,000) | $ (5,430,000) | $ (4,157,000) | $ (17,805,000) | $ (13,407,000) | $ (10,900,000) | |
Accumulated deficit | $ 135,004,000 | $ 135,004,000 | 117,199,000 | |||||||
Maximum specific allowance as percentage of invoice value for problematic customer balances | 100% | 100% | ||||||||
Allowance for doubtful accounts receivable | $ 683,000 | $ 683,000 | $ 61,000 | |||||||
Inventory write-downs | $ 420,000 | 56,000 | ||||||||
Scientific research and experimental development cost tax credit eligible percentage | 15% | |||||||||
Amortization | 500,000 | $ 0 | $ 1,600,000 | $ 0 | ||||||
Goodwill impairment | $ 0 | |||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201602Member | |||||||||
Lease, Practical Expedients, Package | true | |||||||||
Payment terms | The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically 60 days or less. | |||||||||
Product shipments | 1,100,000 | |||||||||
Deferred revenue, revenue recognized | $ 156,000 | |||||||||
Period payments due from customers | 60 days | |||||||||
Revenue, practical expedient, financing component | true | |||||||||
Payroll subsidies | $ 1,102,616 | |||||||||
Rent subsidies | $ 195,995 | |||||||||
Minimum | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Estimated useful lives of long-lived assets | 3 years | |||||||||
Maximum | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Estimated useful lives of long-lived assets | 10 years | |||||||||
Scientific Research And Experimental Development | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Unused tax credits carried back period | 3 years | |||||||||
Unused tax credits forward period | 20 years | |||||||||
Developed Technology Rights | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Amortization | 400,000 | $ 1,100,000 | ||||||||
Developed Technology Rights | Minimum | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Estimated useful lives of long-lived assets | 4 years | |||||||||
Customer Relationships | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Estimated useful lives of long-lived assets | 4 years | |||||||||
Amortization | $ 200,000 | $ 500,000 |
The Company and Summary of Si_5
The Company and Summary of Significant Accounting Policies - Summary of Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 8,468 | $ 8,447 |
Accumulated Amortization | 1,665 | 92 |
Intangible assets, net | 6,803 | 8,355 |
Developed Technology Rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,726 | 5,726 |
Accumulated Amortization | 1,133 | 60 |
Intangible assets, net | 4,593 | 5,666 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,556 | 2,556 |
Accumulated Amortization | 506 | 27 |
Intangible assets, net | 2,050 | 2,529 |
Other | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 186 | 165 |
Accumulated Amortization | 26 | 5 |
Intangible assets, net | $ 160 | $ 160 |
The Company and Summary of Si_6
The Company and Summary of Significant Accounting Policies - Summary of Estimated Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Accounting Policies [Abstract] | |
2022 | $ 526 |
2023 | 2,099 |
2024 | 2,099 |
2025 | 2,011 |
2026 | 28 |
2027 | 10 |
Thereafter | 30 |
Finite lived intangible assets, net | $ 6,803 |
The Company and Summary of Si_7
The Company and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,692 | 7,042 |
Escrow Shares Exchangeable Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,313 | |
Escrow Shares Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 502 | |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,514 | 1,034 |
RSU's | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,229 | |
Convertible Debt | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,500 | |
Common Stock Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 134 | 508 |
Business Combination - Addition
Business Combination - Additional Information (Details) shares in Thousands, d in Thousands | 9 Months Ended | ||
Dec. 17, 2021 d $ / shares shares | Sep. 30, 2022 shares | Dec. 31, 2021 shares | |
Business Acquisition [Line Items] | |||
Exchangeable shares and common stock | 9,295,097 | 9,112 | 9,295 |
Common stock, shares issued | 12,757 | 12,284 | |
Trading days | d | 20 | ||
Consecutive trading days | d | 30 | ||
Consecutive trading days per share | $ / shares | $ 8.57 | ||
Common Stock | Peraso Tech | |||
Business Acquisition [Line Items] | |||
Conversion ratio of common stock | 0.045239122387267 | ||
Percentage of number of exchangeable shares issued remain outstanding | 10% | ||
Percentage of voting securities | 50% | ||
Common Stock | Peraso Tech | Former Security Holders | |||
Business Acquisition [Line Items] | |||
Equity Method Investment, Ownership Percentage | 61% | ||
Peraso Shares | |||
Business Acquisition [Line Items] | |||
Exchangeable shares and common stock | 1,312,878 | ||
Common stock, shares issued | 3,558,151 | ||
Escrow Shares | |||
Business Acquisition [Line Items] | |||
Exchangeable shares and common stock | 502,567 |
Business Combination - Summary
Business Combination - Summary of Fair Value of Total Consideration Effectively Transferred (Details) - Peraso Tech $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
Business Acquisition [Line Items] | |
Percent related to pre-combination service | 80.76% |
Consideration effectively transferred | $ 37,627 |
Common Stock | |
Business Acquisition [Line Items] | |
Company share price | $ / shares | $ 4.21 |
Company common shares outstanding | shares | 8,716 |
Consideration transferred, equity interests issued and issuable, fair value | $ 36,694 |
Fair Value of Company's Warrants | |
Business Acquisition [Line Items] | |
Consideration transferred, equity interests issued and issuable, fair value | 301 |
Share Based Awards | |
Business Acquisition [Line Items] | |
Consideration transferred, equity interests issued and issuable, fair value | 782 |
Precombination Service Share Based Awards | |
Business Acquisition [Line Items] | |
Consideration transferred, equity interests issued and issuable, fair value | $ 632 |
Business Combination - Summar_2
Business Combination - Summary of Final Allocation of Purchase Price to Net Assets Acquired (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash, cash equivalents and investments | $ 19,064 | |
Other current assets | 2,558 | |
Other assets | 833 | |
Assets acquired | 8,282 | |
Goodwill | $ 9,946 | 9,946 |
Liabilities: | ||
Current liabilities | 3,056 | |
Assets acquired and liabilities assumed, net | 37,627 | |
Developed Technology | ||
Assets: | ||
Intangibles | 5,726 | |
Customer Relationships | ||
Assets: | ||
Intangibles | $ 2,556 |
Business Combination - Summar_3
Business Combination - Summary of Unaudited Pro Forma Results of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Business Combinations [Abstract] | ||
Revenue | $ 3,354 | $ 7,659 |
Net loss | $ (5,535) | $ (17,695) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Estimated Fair Values of Financial Instruments Outstanding (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Cost | $ 3,959 | $ 18,104 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (36) | (16) |
Fair Value | 3,923 | 18,088 |
Cash and Cash Equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 2,852 | 5,893 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 2,852 | 5,893 |
Short-term investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 1,107 | 9,276 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (36) | (9) |
Fair Value | $ 1,071 | 9,267 |
Long-term investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 2,935 | |
Unrealized Gains | 0 | |
Unrealized Losses | (7) | |
Fair Value | $ 2,928 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Fair Value Hierarchy for Financial Assets (Cash Equivalents and Investments) (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 1,143 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 72 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 1,071 | |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 72 | $ 1,159 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 72 | 1,159 |
Corporate notes and commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 1,071 | 12,195 |
Corporate notes and commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 1,071 | $ 12,195 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Transfer of assets between Level 1 to Level 2 | $ 0 | $ 0 |
Transfer of assets between Level 2 to Level 1 | 0 | 0 |
Transfer of liabilities between Level 1 to Level 2 | 0 | 0 |
Transfer of liabilities between Level 2 to Level 1 | $ 0 | $ 0 |
Balance Sheet Detail - Schedule
Balance Sheet Detail - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,416 | $ 879 |
Work-in-process | 2,728 | 2,170 |
Finished goods | 1,127 | 775 |
Total | $ 5,271 | $ 3,824 |
Revision of Prior Period Fina_3
Revision of Prior Period Financial Statements Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Reclassification [Line Items] | |||||||||
Net losses | $ (4,008) | $ (7,043) | $ (6,754) | $ (3,821) | $ (5,430) | $ (4,157) | $ (17,805) | $ (13,407) | $ (10,900) |
Adjustment | |||||||||
Reclassification [Line Items] | |||||||||
Net losses | $ 0 | $ 0 |
Revision of Prior Period Fina_4
Revision of Prior Period Financial Statements - Schedule of Adjustments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Reclassification [Line Items] | |||||
Cost of net revenue | $ 1,948 | ||||
Gross profit | $ 1,294 | 1,455 | $ 1,099 | $ 4,234 | $ 1,843 |
Research and development | 4,509 | 5,486 | 2,696 | 15,636 | 8,375 |
Selling, general and administrative | 3,353 | 2,705 | 1,746 | 8,938 | 4,852 |
Total operating expenses | $ 5,305 | 8,191 | $ 4,442 | $ 22,017 | $ 13,227 |
Reported | |||||
Reclassification [Line Items] | |||||
Cost of net revenue | 1,590 | ||||
Gross profit | 1,813 | ||||
Research and development | 6,003 | ||||
Selling, general and administrative | 2,546 | ||||
Total operating expenses | 8,549 | ||||
Adjustment | |||||
Reclassification [Line Items] | |||||
Cost of net revenue | 358 | ||||
Gross profit | (358) | ||||
Research and development | (517) | ||||
Selling, general and administrative | 159 | ||||
Total operating expenses | $ (358) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
May 26, 2022 | Apr. 13, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 01, 2022 | |
Commitments And Contingencies [Line Items] | |||||||
Operating lease, term of contract | 18 months | ||||||
Operating lease commencement date | Jul. 15, 2022 | ||||||
Lessee, operating lease, discount rate | 8% | 8% | |||||
Financing lease agreement | 36 months | ||||||
Finance lease, right-of-use asset | $ 224,000 | $ 224,000 | $ 274,000 | ||||
Finance lease, lease liability | 233,000 | 233,000 | $ 274,000 | ||||
Rent expenses | $ 200,000 | $ 200,000 | $ 500,000 | $ 300,000 | |||
San Jose, California | |||||||
Commitments And Contingencies [Line Items] | |||||||
Operating lease expiration period | 2022-07 | ||||||
Waterloo, Canada | |||||||
Commitments And Contingencies [Line Items] | |||||||
Operating lease expiration period | 2022-09 | ||||||
Toronto, Canada | |||||||
Commitments And Contingencies [Line Items] | |||||||
Operating lease expiration period | 2023-12 | ||||||
Markham, Ontario | |||||||
Commitments And Contingencies [Line Items] | |||||||
Operating lease, term of contract | 60 months | ||||||
Operating lease commencement date | Jun. 21, 2022 | ||||||
Lease incentive | $ 220,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Right-of-Use Asset and Lease Liabilities (Details) - USD ($) | Sep. 30, 2022 | Mar. 01, 2022 | Dec. 31, 2021 |
Right-of-use assets: | |||
Operating leases | $ 957,000 | ||
Finance lease, right-of-use asset | 224,000 | $ 274,000 | |
Total right-of-use assets | 1,181,000 | $ 617,000 | |
Lease liabilities: | |||
Operating leases | 954,000 | ||
Finance lease, lease liability | 233,000 | $ 274,000 | |
Total lease liabilities | $ 1,187,000 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Payments under Facility Leases (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases Operating [Abstract] | |
2022 | $ 67 |
2023 | 742 |
2024 | 216 |
2025 | 132 |
2026 | 106 |
2027 | 67 |
Total future lease payments | 1,330 |
Less: imputed interest | (143) |
Present value of lease liabilities | $ 1,187 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Supplemental Cash Flow Information Related to Operating lease (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows for leases | $ 504 | $ 273 |
Business Segments, Concentrat_3
Business Segments, Concentration of Credit Risk and Significant Customers - Additional Information (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) Segment Customer | Dec. 31, 2021 USD ($) Customer | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Number of operating segments | Segment | 1 | |
Provision for doubtful accounts | $ | $ 683,000 | $ 61,000 |
Accounts receivable | Major customers | Credit concentration | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Percentage of concentration risk | 60% | 96% |
Number of customers | Customer | 2 | 3 |
Business Segments, Concentrat_4
Business Segments, Concentration of Credit Risk and Significant Customers - Schedule of Revenue from Shipments of Product, Licensing of its Technologies and Performance of Services to Customers by Geographical Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total net revenue | $ 3,294 | $ 2,018 | $ 10,981 | $ 3,816 |
North America [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total net revenue | 1,918 | 984 | 7,158 | 1,145 |
Hong Kong [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total net revenue | 447 | 1,027 | 1,328 | 2,057 |
Taiwan [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total net revenue | 131 | (2) | 646 | 586 |
Japan [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total net revenue | 368 | 905 | ||
Rest of world [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total net revenue | $ 430 | $ 9 | $ 944 | $ 28 |
Business Segments, Concentrat_5
Business Segments, Concentration of Credit Risk and Significant Customers - Schedule of Customers Who Accounted for at Least 10% of Total Net Revenue (Details) - Net Revenues - Customer Concentration | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Customer A | ||||
Significant Customers | ||||
Percentage of concentration risk | 24% | 24% | ||
Customer B | ||||
Significant Customers | ||||
Percentage of concentration risk | 22% | 14% | 28% | |
Customer C | ||||
Significant Customers | ||||
Percentage of concentration risk | 14% | 45% | 12% | 48% |
Customer D | ||||
Significant Customers | ||||
Percentage of concentration risk | 15% | |||
Customer E | ||||
Significant Customers | ||||
Percentage of concentration risk | 33% | 18% |
Income Tax Provision - Addition
Income Tax Provision - Additional Information (Details) | Sep. 30, 2022 USD ($) |
Income Tax Disclosure [Abstract] | |
Unrecognized tax benefits recorded as liability | $ 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Nov. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options granted (in shares) | 0 | 0 | |
Options exercised (in shares) | 0 | 452,000 | |
New Employees | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding awards | 0 | ||
Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unamortized compensation cost, net of expected forfeitures | $ 8.9 | ||
Weighted average expected period over which the expense is to be recognized | 2 years 3 months 18 days | ||
Compensation cost | $ 3.4 | $ 3.5 | |
RSU's | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average expected period over which the expense is to be recognized | 2 years 3 months 18 days | ||
Compensation cost | $ 1 | $ 0 | |
Unamortized compensation cost, net of expected forfeitures | $ 2.3 | ||
Equity Incentive Plan 2010 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options granted (in shares) | 0 | ||
Stock Incentive Plan 2019 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares reserved for issuance | 182,500 | 3,106,937 | |
Stock Incentive Plan 2019 | Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
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 | ||
Stock Incentive Plan 2019 | Minimum | Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period of replacement options | 3 years | ||
Stock Incentive Plan 2019 | Maximum | Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period of replacement options | 4 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Share Available for Grant Under the 2019 Plan (Details) - Equity Incentive Plan 2019 - $ / shares shares in Thousands | 3 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Number of Shares | |||
Balance at the beginning of the year (in shares) | 1,556 | 3,024 | 3,024 |
Balance at the end of the period (in shares) | 1,592 | 1,556 | 3,024 |
Balance at the beginning of the year (in shares) | 1,537 | 1,545 | 1,558 |
Options cancelled (in shares) | (23) | (8) | (13) |
Balance at the end of the period (in shares) | 1,514 | 1,537 | 1,545 |
Weighted Average Exercise Prices | |||
Weighted-average exercise price (in dollars per share) | $ 3.43 | $ 3.43 | $ 3.49 |
Options cancelled (in dollars per share) | 2.57 | 2.63 | 10.98 |
Weighted-average exercise price (in dollars per share) | $ 3.39 | $ 3.43 | $ 3.43 |
RSU's | |||
Number of Shares | |||
RSUs granted (in shares) | (67) | (1,511) | |
RSUs cancelled and returned to the Plan | 103 | 43 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU's Activity Under Plans (Details) - Equity Incentive Plan 2019 - RSU's - $ / shares shares in Thousands | 3 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Number of Shares | |||
Non-vested shares at the beginning of the year | 1,303 | 75 | 88 |
Granted (in shares) | 67 | 1,511 | |
Vested (in shares) | (38) | (271) | (13) |
Cancelled (in shares) | (103) | (12) | |
Non-vested shares at the end of the period | 1,229 | 1,303 | 75 |
Weighted Average Grant-Date Fair Value | |||
Weighted average grant date fair value | $ 2.28 | $ 5.67 | $ 4.84 |
Vested (in dollars per share) | 2.45 | 2.49 | 3.70 |
Weighted average grant date fair value | $ 2.27 | $ 2.28 | $ 5.67 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Significant Ranges of Outstanding and Exercisable Options (Details) - Options $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
$1.57 - $14.99 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower range limit (in dollars per share) | $ 1.57 |
Upper range limit (in dollars per share) | $ 14.99 |
Number Outstanding (in shares) | shares | 1,502 |
Weighted Average Remaining Contractual Life (in Years) | 7 years 10 months 20 days |
Weighted Average Exercise Price (in dollars per share) | $ 2.65 |
Number Exercisable (in shares) | shares | shares | 865 |
Weighted Average Exercise Price (in dollars per share) | $ 2.52 |
Options Outstanding, Aggregate Intrinsic Value | $ | $ 10 |
$15.00 - $25.59 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower range limit (in dollars per share) | $ 15 |
Upper range limit (in dollars per share) | $ 25.59 |
Number Outstanding (in shares) | shares | 5 |
Weighted Average Remaining Contractual Life (in Years) | 11 months 23 days |
Weighted Average Exercise Price (in dollars per share) | $ 17.12 |
Number Exercisable (in shares) | shares | shares | 5 |
Weighted Average Exercise Price (in dollars per share) | $ 17.12 |
$25.60 - $143.99 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower range limit (in dollars per share) | 25.60 |
Upper range limit (in dollars per share) | $ 143.99 |
Number Outstanding (in shares) | shares | 1 |
Weighted Average Remaining Contractual Life (in Years) | 3 years 10 months 20 days |
Weighted Average Exercise Price (in dollars per share) | $ 101.27 |
Number Exercisable (in shares) | shares | shares | 1 |
Weighted Average Exercise Price (in dollars per share) | $ 101.27 |
$144.00 - $409.99 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower range limit (in dollars per share) | 144 |
Upper range limit (in dollars per share) | $ 409.99 |
Number Outstanding (in shares) | shares | 5 |
Weighted Average Remaining Contractual Life (in Years) | 3 years 8 months 26 days |
Weighted Average Exercise Price (in dollars per share) | $ 144 |
Number Exercisable (in shares) | shares | shares | 5 |
Weighted Average Exercise Price (in dollars per share) | $ 144 |
$410.00 - $924.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower range limit (in dollars per share) | 410 |
Upper range limit (in dollars per share) | $ 924 |
Number Outstanding (in shares) | shares | 1 |
Weighted Average Remaining Contractual Life (in Years) | 1 year 11 months 12 days |
Weighted Average Exercise Price (in dollars per share) | $ 410 |
Number Exercisable (in shares) | shares | shares | 1 |
Weighted Average Exercise Price (in dollars per share) | $ 410 |
$1.57 - $924.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower range limit (in dollars per share) | 1.57 |
Upper range limit (in dollars per share) | $ 924 |
Number Outstanding (in shares) | shares | 1,514 |
Weighted Average Remaining Contractual Life (in Years) | 7 years 10 months 6 days |
Weighted Average Exercise Price (in dollars per share) | $ 3.39 |
Number Exercisable (in shares) | shares | shares | 877 |
Weighted Average Exercise Price (in dollars per share) | $ 3.81 |
Options Outstanding, Aggregate Intrinsic Value | $ | $ 10 |
Equity - Schedule of Warrants O
Equity - Schedule of Warrants Outstanding (Details) | Sep. 30, 2022 $ / shares shares |
Common Stock Warrant One | |
Class Of Warrant Or Right [Line Items] | |
Number of Shares | shares | 33,000 |
Exercise Price | $ / shares | $ 47 |
Expiration | Jan. 31, 2023 |
Common Stock Warrant Two | |
Class Of Warrant Or Right [Line Items] | |
Number of Shares | shares | 101,000 |
Exercise Price | $ / shares | $ 2.40 |
Expiration | Oct. 31, 2023 |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||
Dec. 16, 2021 USD ($) | Dec. 16, 2021 CAD ($) | Sep. 17, 2021 USD ($) | Sep. 17, 2021 CAD ($) | Mar. 05, 2021 USD ($) | Mar. 05, 2021 CAD ($) | Feb. 05, 2021 USD ($) | Feb. 05, 2021 CAD ($) | Aug. 31, 2021 USD ($) | Aug. 31, 2021 CAD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 CAD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 CAD ($) | |
Debt Instrument [Line Items] | |||||||||||||||
Interest expense on financing | $ 870,212 | $ 2,170,059 | |||||||||||||
Amortization of debt discount | 1,540,000 | ||||||||||||||
Loan Facilities | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Amortization of debt discount | 625,913 | 1,510,368 | |||||||||||||
Convertible Debt Outstanding and Retired in 2021 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest expense on financing | 212,971 | 522,274 | |||||||||||||
SRED Financing | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from financing fund | $ 745,655 | $ 950,000 | $ 274,715 | $ 350,000 | $ 274,715 | $ 350,000 | $ 1,295,085 | $ 1,650,000 | |||||||
Financing fees | $ 32,770 | $ 41,750 | |||||||||||||
Borrowing interest rate | 1.60% | 1.60% | |||||||||||||
Debt instrument compounded interest rate | 20.98% | 20.98% | |||||||||||||
Debt instrument payment of interest | $ 136,900 | $ 174,417 | |||||||||||||
Debt instrument repaid amount | $ 816,964 | $ 1,044,177 | $ 184,558 | $ 235,132 | $ 1,093,230 | $ 1,392,831 | |||||||||
Interest expense on financing | $ 31,328 | $ 137,417 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Consultant | ||
Related Party Transaction [Line Items] | ||
Compensation paid | $ 126,800 | $ 153,100 |
Employed Family Member | ||
Related Party Transaction [Line Items] | ||
Compensation paid | $ 127,500 | $ 69,000 |
License and Asset Sale Transa_2
License and Asset Sale Transaction - Additional Information (Details) - Technology License and Patent Assignment Agreement - Intel Corporation - USD ($) | 3 Months Ended | |
Aug. 05, 2022 | Sep. 30, 2022 | |
License And Asset Sale Transaction [Line Items] | ||
Agreement consideration receivable | $ 3,062,500 | |
Agreement consideration receivable upon satisfaction as per agreement | $ 437,500 | |
Gain on transaction | $ 2,600,000 |