Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 09, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-36583 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3021850 | |
Entity Address, Address Line One | 32000 Aurora Road | |
Entity Address, Address Line Two | Suite B | |
Entity Address, City or Town | Solon | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 44139 | |
City Area Code | (440) | |
Local Phone Number | 715-1300 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | EFOI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,726,149 | |
Entity Central Index Key | 0000924168 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus (i.e. Q1,Q2,Q3,FY) | Q1 | |
Amendment Flag | false | |
Entity Registrant Name | ENERGY FOCUS, INC/DE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 972 | $ 2,030 |
Inventories, net | 4,397 | 4,439 |
Prepayments to vendors | 516 | 792 |
Prepaid and other current assets | 199 | 156 |
Total current assets | 6,480 | 9,189 |
Property and equipment, net | 104 | 112 |
Operating lease, right-of-use asset | 833 | 899 |
Total assets | 7,417 | 10,200 |
Current liabilities: | ||
Accrued liabilities | 107 | 110 |
Accrued legal and professional fees | 111 | 64 |
Accrued payroll and related benefits | 164 | 199 |
Accrued sales commissions | 26 | 62 |
Accrued warranty reserve | 116 | 150 |
Operating lease liabilities | 233 | 223 |
Advanced capital contribution | 0 | 450 |
Promissory notes payable, net of discounts and loan origination fees | 0 | 1,323 |
Total current liabilities | 3,457 | 6,351 |
Operating lease liabilities, net of current portion | 735 | 798 |
Total liabilities | 4,192 | 7,149 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value $0.0001 per share: Authorized: 5,000,000 shares (3,300,000 designated as Series A Convertible Preferred Stock) at March 31, 2024 and December 31, 2023. Issued and outstanding: 876,447 at March 31, 2024 and December 31, 2023 | 0 | 0 |
Common stock, par value $0.0001 per share: Authorized: 50,000,000 shares at March 31, 2024 and December 31, 2023. Issued and outstanding: 4,726,149 at March 31, 2024 and 4,348,690 at December 31, 2023 | 0 | 0 |
Additional paid-in capital | 156,961 | 156,369 |
Accumulated other comprehensive loss | (3) | (3) |
Accumulated deficit | (153,733) | (153,315) |
Total stockholders' equity | 3,225 | 3,051 |
Total liabilities and stockholders' equity | 7,417 | 10,200 |
Nonrelated Party | ||
Current assets: | ||
Trade accounts receivable | 396 | 1,570 |
Current liabilities: | ||
Accounts Payable | 1,389 | 1,624 |
Related Party | ||
Current assets: | ||
Trade accounts receivable | 0 | 202 |
Current liabilities: | ||
Accounts Payable | $ 1,311 | $ 2,146 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Trade accounts receivable, less allowances | $ 9 | $ 20 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, issued (in shares) | 876,447 | 876,447 |
Preferred stock, outstanding (in shares) | 876,447 | 876,447 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, issued (in shares) | 4,726,149 | 4,348,690 |
Common stock, outstanding (in shares) | 4,726,149 | 4,348,690 |
Series A Convertible Preferred Stock | ||
Preferred stock, authorized (in shares) | 3,300,000 | 3,300,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Income Statement [Abstract] | |||
Net sales | $ 833 | $ 930 | |
Cost of sales | 713 | 913 | |
Gross profit | 120 | 17 | |
Operating expenses: | |||
Product development | 128 | 154 | |
Selling, general, and administrative | 591 | 1,066 | |
Total operating expenses | 719 | 1,220 | |
Loss from operations | (599) | (1,203) | |
Other expenses (income): | |||
Interest expense | 5 | 123 | |
Gain on debt extinguishment | (187) | 0 | |
Other expenses | 1 | 7 | |
Net loss | $ (418) | $ (1,333) | |
Net loss per common share - basic and diluted | |||
Net loss, basic (in dollars per share) | $ (0.09) | $ (0.58) | |
Net loss, diluted (in dollars per share) | $ (0.09) | $ (0.58) | |
Weighted average shares of common stock outstanding: | |||
Basic (in shares) | [1] | 4,433 | 2,310 |
Diluted (in shares) | [1] | 4,433 | 2,310 |
[1]Shares outstanding for prior periods have been restated for the 1-for-7 reverse stock split effective June 16, 2023. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) | Jun. 16, 2023 | Jun. 15, 2023 |
Income Statement [Abstract] | ||
Reverse stock split ratio | 0.142857 | 0.142857 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjusted Balance | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjusted Balance | ||
Beginning balance (in shares) at Dec. 31, 2022 | 876 | 1,407 | [1] | |||||||
Beginning balance at Dec. 31, 2022 | $ (477) | $ (2) | $ 0 | $ 1 | $ 148,545 | $ (3) | $ (149,020) | $ (2) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock (in shares) | [1] | 285 | ||||||||
Issuance of common stock | 3,025 | $ 1 | 3,024 | |||||||
Stock issued in exchange transactions (in shares) | [1] | 1,057 | ||||||||
Stock issued in exchange transactions | 1,716 | 1,716 | ||||||||
Stock-based compensation | 26 | 26 | ||||||||
Net loss | (1,333) | (1,333) | ||||||||
Ending balance (in shares) at Mar. 31, 2023 | 876 | 2,749 | [1] | |||||||
Ending balance at Mar. 31, 2023 | 2,955 | $ 0 | $ 2 | 153,311 | (3) | (150,355) | ||||
Beginning balance (in shares) at Dec. 31, 2022 | 876 | 1,407 | [1] | |||||||
Beginning balance at Dec. 31, 2022 | (477) | $ (2) | $ 0 | $ 1 | 148,545 | (3) | (149,020) | $ (2) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | 4,300 | |||||||||
Ending balance (in shares) at Dec. 31, 2023 | 876 | 4,349 | ||||||||
Ending balance at Dec. 31, 2023 | 3,051 | $ 0 | $ 0 | 156,369 | (3) | (153,315) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock (in shares) | 283 | |||||||||
Issuance of common stock | 450 | $ 0 | 450 | |||||||
Conversion of advanced capital contribution to common stock (in shares) | 94 | |||||||||
Conversion of advanced capital contribution to common stock | 141 | 141 | ||||||||
Stock-based compensation | 1 | 1 | ||||||||
Net loss | (418) | (418) | ||||||||
Ending balance (in shares) at Mar. 31, 2024 | 876 | 4,726 | ||||||||
Ending balance at Mar. 31, 2024 | $ 3,225 | $ 0 | $ 0 | $ 156,961 | $ (3) | $ (153,733) | ||||
[1]Shares outstanding for prior periods have been restated for the 1-for-7 reverse stock split effective June 16, 2023. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Parentheticals) | Jun. 16, 2023 | Jun. 15, 2023 |
Statement of Stockholders' Equity [Abstract] | ||
Reverse stock split ratio | 0.142857 | 0.142857 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities: | |||
Net loss | $ (418) | $ (1,333) | $ 4,300 |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Gain on debt extinguishment | (187) | 0 | |
Depreciation | 8 | 8 | |
Stock-based compensation | 1 | 26 | |
Reversal of provision for credit losses and sales return | (64) | 29 | |
Provision for slow-moving and obsolete inventories | 67 | (23) | |
Provision for warranties | (34) | (40) | |
Amortization of loan discounts and origination fees | 5 | 62 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 1,440 | (496) | |
Inventories | (25) | 562 | |
Prepayments to vendors | 102 | (23) | |
Prepaid and other assets | (43) | 6 | |
Accrued and other liabilities | (27) | 44 | |
Operating lease - ROU and liabilities | 13 | 22 | |
Total adjustments | 360 | 150 | |
Net cash used in operating activities | (58) | (1,183) | 2,400 |
Cash flows from financing activities: | |||
Issuance of common stock and warrants | 0 | 3,025 | |
Net payments on proceeds from the credit line borrowings - Credit Facilities | 0 | (1,093) | |
Net cash (used in) provided by financing activities | (1,000) | 1,432 | |
Net (decrease) increase in cash | (1,058) | 249 | |
Cash beginning of period | 2,030 | 52 | 52 |
Cash end of period | 972 | 301 | $ 2,030 |
Non-cash investing and financing activities: | |||
Debt-to-equity exchange transactions | 591 | 0 | |
Nonrelated Party | |||
Changes in operating assets and liabilities: | |||
Accounts payable | (61) | (27) | |
Related Party | |||
Changes in operating assets and liabilities: | |||
Accounts payable | (835) | 0 | |
2022 Streeterville Note | |||
Cash flows from financing activities: | |||
Payments on the 2022 Streeterville Note | $ (1,000) | $ (500) |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Energy Focus, Inc. engages primarily in the design, development, manufacturing, marketing and sale of energy-efficient lighting systems and controls. We develop, market and sell high quality light-emitting diode (“LED”) lighting and controls products in the commercial market and military maritime market (“MMM”). Our mission is to enable our customers to run their facilities with greater energy efficiency and productivity, and increased human health and wellness through advanced LED retrofit solutions. Our goal is to be the human wellness lighting and LED technology and market leader for the most demanding applications where performance, quality, value, environmental impact and health are considered paramount. We specialize in LED lighting retrofit by replacing fluorescent, high-intensity discharge lighting and other types of lamps in institutional buildings for primarily indoor lighting applications with our innovative, high-quality commercial and military-grade tubular LED (“TLED”) products, as well as other LED and lighting control products for commercial applications. We are also evaluating adjacent technologies, including Gallium Nitride (“GaN”) based power supplies and additional market opportunities for energy solution products that support sustainability in our existing channels. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The significant accounting policies of our Company, which are summarized below, are consistent with accounting principles generally accepted in the United States (“U.S. GAAP”) and reflect practices appropriate to the business in which we operate. Unless indicated otherwise, the information in the Notes to the Condensed Consolidated Financial Statements relates to our operations. We have prepared the accompanying financial data for the three months ended March 31, 2024 and 2023 pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The accompanying financial data and information should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Annual Report”). The Condensed Consolidated Balance Sheet as of December 31, 2023 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying condensed consolidated financial statements contain all normal and recurring adjustments necessary to present fairly our Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023, Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023, Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2024 and 2023, and Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023. Going Concern and Nasdaq Continued Listing Requirements Compliance Due to our financial performance as of March 31, 2024 and December 31, 2023, including net losses of $0.4 million for the three months ended March 31, 2024 and $4.3 million for the twelve months ended December 31, 2023, and total cash used in operating activities of $0.1 million for the three months ended March 31, 2024 and $2.4 million for the twelve months ended December 31, 2023, we determined that substantial doubt about our ability to continue as a going concern continues to exist at March 31, 2024. As a result of restructuring actions and initiatives, we have tailored our operating expenses to be more in line with our expected sales volumes; however, we continue to incur losses and have a substantial accumulated deficit. Additionally, global supply chain and logistics constraints are impacting our inventory purchasing strategy, as we seek to manage both shortages of available components and longer lead times in obtaining components while balancing the development and implementation of an inventory reduction plan. Disruptions in global logistics networks are also impacting our lead times and ability to efficiently and cost-effectively transport products from our third-party suppliers to our facility. As a result, we will continue to review and pursue selected external funding sources to ensure adequate financial resources to execute across the timelines required to achieve these objectives including, but not limited to, the following: • obtaining financing from traditional or non-traditional investment capital organizations or individuals; • obtaining funding from the sale of our common stock or other equity or debt instruments; and • obtaining debt financing with lending terms that more closely match our business model and capital needs. There can be no assurance that we will obtain funding on acceptable terms, in a timely fashion, or at all. Obtaining additional funding contains risks, including: • additional equity financing may not be available to us on satisfactory terms, particularly in light of the current price of our common stock, and any equity we are able to issue could lead to dilution for current stockholders and have rights, preferences and privileges senior to our common stock; • loans or other debt instruments may have terms or conditions, such as interest rate, restrictive covenants, conversion features, refinancing demands, and control or revocation provisions, which are not acceptable to management or the Company’s Board of Directors (the “Board of Directors”); and • the current environment in the capital markets and volatile interest rates, combined with our capital constraints, may prevent us from being able to obtain adequate debt financing. Considering both quantitative and qualitative information, we continue to believe that the combination of our plans to ensure adequate external funding, timely re-organizational actions, current financial position, liquid resources, obligations due or anticipated within the next year, development and implementation of an excess inventory reduction plan, plans and initiatives in our research and development, product development and sales and marketing, and development of potential channel partnerships, if adequately executed, could provide us with an ability to finance our operations through the next twelve months and may mitigate the substantial doubt about our ability to continue as a going concern. Nasdaq Capital Market Compliance As of the date of this Quarterly Report, the Company believes it has maintained compliance with the Minimum Stockholders’ Equity Rule, which requires listed companies to maintain stockholders’ equity of at least $2.5 million for continued listing on the Nasdaq Capital Market. To become compliant with the Bid Price Rule, which has a minimum bid price of at least $1.00 per share as one of its continued listing requirements, the Company effected a 1-for-7 reverse stock split to increase the per share trading price of the common stock effective June 16, 2023 (See Note 8, “Stockholders’ Equity”). However, there can be no assurance that the Company will be able to maintain compliance with the Minimum Stockholders’ Equity Rule, Bid Price Rule, or other Nasdaq listing requirements. If the Company fails to maintain compliance with Nasdaq’s continued listing standards in accordance with the Panel’s decision, the Company’s common stock will be subject to delisting from Nasdaq. Use of estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts in our financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact us in the future, actual results may vary from the estimates. Estimates include, but are not limited to, the establishment of reserves for accounts receivable, sales returns, inventory obsolescence and warranty claims, the useful lives of property and equipment, valuation allowance for net deferred taxes, and stock-based compensation. The Company began using estimates for its calculation of allowance for doubtful accounts receivable under Accounting Standards Codification (“ASC”) 326, Measurement of Credit Losses on Financial Instruments (“CECL”) , commencing in 2023. In addition, estimates and assumptions associated with the determination of the fair value of financial instruments and evaluation of long-lived assets for impairment requires considerable judgment. Actual results could differ from those estimates and such differences could be material. Revenue Net sales include revenues from sales of products and shipping and handling charges, net of estimates for product returns. Revenue is measured at the amount of consideration we expect to receive in exchange for the transferred products. We recognize revenue at the point in time when we transfer the promised products to the customer and the customer obtains control over the products. Distributors’ obligations to us are not contingent upon the resale of our products. We recognize revenue for shipping and handling charges at the time the goods are shipped to the customer, and the costs of outbound freight are included in cost of sales. We provide for product returns based on historical return rates. While we incur costs for sales commissions to our sales employees and outside agents, we recognize commission costs concurrent with the related revenue, as the amortization period is less than one year. We do not incur any other incremental costs to obtain contracts with our customers. Our product warranties are assurance-type warranties, which promise the customer that the products are as specified in the contract. Therefore, the product warranties are not a separate performance obligation and are accounted for as described below. Sales taxes assessed by governmental authorities and collected by us are accounted for on a net basis and are excluded from net sales. The following table provides a disaggregation of product net sales for the periods presented (in thousands): Three months ended 2024 2023 Net sales: Commercial $ 299 $ 321 MMM products 534 609 Total net sales $ 833 $ 930 Accounts Receivable Our trade accounts receivable consists of amounts billed to and currently due from customers. Substantially all of our customers are concentrated in the United States. In the normal course of business, we extend unsecured credit to our customers related to the sale of our products. Credit is extended to customers based on an evaluation of the customer’s financial condition and the amounts due are stated at their estimated net realizable value. We maintain allowances for sales returns and credit loss to provide for the estimated number of account receivables that will not be collected. On January 1, 2023, the Company adopted ASC 326. The standard adds to U.S. GAAP an impairment model known as the CECL model, which is based on expected losses rather than incurred losses. This standard only impacts the Company’s trade receivables. The Company decided to use the historical loss rate method of valuing its reserve for trade receivables. The reserve for credit losses is reviewed and assessed for adequacy on a quarterly basis. We take into consideration (1) any circumstances of which we are aware of a customer's inability to meet its financial obligations and (2) our judgments as to prevailing economic conditions in the industry and their impact on our customers. If circumstances change, and the financial condition of our customers is adversely affected and they are unable to meet their financial obligations, we may need to take additional allowances, which would result in an increase in our operating expense. We do not generally require collateral from our customers. Our standard payment terms with customers are net 30 days from the date of shipment, and we do not generally offer extended payment terms to our customers, but exceptions are made in some cases for major customers or with particular orders. Accordingly, we do not adjust trade accounts receivable for the effects of financing, as we expect the period between the transfer of product to the customer and the receipt of payment from the customer to be in line with our standard payment terms. Pursuant to ASC 606, Revenue Recognition , contract assets and contract liabilities as of the beginning and ending of the reporting periods must be disclosed. Below is the breakout of the Company’s contract assets for such periods: March 31, 2024 December 31, 2023 January 01, 2023 Gross Accounts Receivable $ 405 $ 1,590 $ 471 Less: Reserve for Credit Losses (9) (20) (28) Net Accounts Receivable $ 396 $ 1,570 $ 443 Activity related to our reserve for credit losses for the three months ended March 31, 2024 was as follows (in thousands): Allowance for credit loss as of December 31, 2023 $ (20) Reduction of reserve for credit losses as of March 31, 2024 11 Allowance for credit loss as of March 31, 2024 $ (9) Activity related to our reserve for credit losses for the three months ended March 31, 2023 was as follows (in thousands): Allowance for credit loss as of December 31, 2022 $ (26) Cumulative effect of the implementation of ASC 326 (2) Allowance for credit loss as of January 1, 2023 (28) Reserve for credit losses as of March 31, 2023 (12) Prior year reclassification of sales returns out of allowance for doubtful accounts (18) Allowance for credit loss as of March 31, 2023 $ (58) Geographic information All of our long-lived fixed assets are located in the United States. For the three months ended March 31, 2024, and 2023, approximately 100% of sales were attributable to customers in the United States. The geographic location of our net sales is derived from the destination to which we ship the product. Net loss per share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted loss per share gives effect to all dilutive potential shares of common stock outstanding during the period. Dilutive potential shares of common stock consist of incremental shares upon the exercise of stock options, warrants and convertible securities, unless the effect would be anti-dilutive. The following table presents a reconciliation of basic and diluted loss per share computations (in thousands): Three months ended 2024 2023 Numerator: Net loss $ (418) $ (1,333) Denominator: Basic and diluted weighted average shares of common stock outstanding 4,433 2,310 As a result of the net loss we incurred for the three months ended March 31, 2024, convertible securities representing approximately 25 thousand shares of common stock were excluded from the basic loss per share calculation because their inclusion would have been anti-dilutive. As a result of the net loss we incurred for the three months ended March 31, 2023, convertible securities representing approximately 25 thousand shares of common stock, were excluded from the basic loss per share calculation because their inclusion would have been anti-dilutive. Product warranties We warrant our commercial and MMM LED products and controls for periods generally ranging from five . Warranty settlement costs consist of actual amounts expensed for warranty, which are largely a result of the cost of replacement products or rework services provided to our customers. A liability for the estimated future costs under product warranties is maintained for products under warranty based on the actual claims incurred to date and the estimated nature, frequency, and costs of future claims. These estimates are inherently uncertain and changes to our historical or projected experience may cause material changes to our warranty reserves in the future. We continuously review the assumptions related to the adequacy of our warranty reserve, including product failure rates, and make adjustments to the existing warranty liability when there are changes to these estimates or the underlying replacement product costs, or the warranty period expires. The following table summarizes warranty activity for the periods presented (in thousands): Three months ended 2024 2023 Balance at beginning of period $ 150 $ 183 Warranty accruals for current period sales 1 (1) Adjustments to existing warranties (35) (39) Accrued warranty reserve at end of period $ 116 $ 143 Financial Instruments Fair Value Measurements The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below. We classify the inputs used to measure fair value into the following hierarchy: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3 Unobservable inputs for the asset or liability. The carrying amounts of certain financial instruments including cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to their short maturities. Based on borrowing rates currently available to us for loans with similar terms, the carrying value of borrowings under our revolving credit facilities also approximates fair value. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. In determining the appropriate levels, we perform a detailed analysis of the assets and liabilities whose fair value is measured on a recurring basis. We review and reassess the fair value hierarchy classifications on a quarterly basis. Changes from one quarter to the next related to the observability of inputs in a fair value measurement may result in a reclassification between fair value hierarchy levels. There were no reclassifications for all periods presented. Certain risks and concentrations We have certain customers whose net sales individually represented 10% or more of our total net sales, or whose net trade accounts receivable balance individually represented 10% or more of our total net trade accounts receivable; we have certain suppliers, which individually represent 10% or more of our total purchases, or whose trade accounts payable balance individually represented 10% or more of our total trade accounts payable balance, as follows: • For the three months ended March 31, 2024, two customers accounted for 25% of net sales, with sales to our primary distributor for the U.S. Navy accounting for approximately 14% of net sales, and sales to a commercial customer accounting for approximately 11% of net sales. • For the three months ended March 31, 2023, three customers accounted for 60% of net sales, with sales to our primary distributor for the U.S. Navy accounting for approximately 22% of net sales, sales to a U.S. Navy shipbuilder accounting for approximately 27% of net sales, and sales to a distributor to the U.S. Department of Defense accounting for approximately 11% of net sales. • At March 31, 2024, three customers accounted for approximately 44% of gross trade accounts receivables, with sales to one distributor for the U.S. Navy accounting for approximately 21%, sales to one supplier for U.S. Navy accounting for approximately 13%, with sales to one commercial customer accounting for approximately 10% of gross trade accounts receivables. • At December 31, 2023, one distributor to the U.S. Department of Defense accounted for 74% of our net trade accounts receivable. We require substantial amounts of purchased materials from selected vendors. With specific materials, all of our purchases are from a single vendor. The availability and costs of materials may be subject to change due to, among other things, new laws or regulations, suppliers’ allocation to other purchasers, interruptions in production by suppliers, global health issues such as the COVID-19 pandemic, and changes in exchange rates and worldwide price and demand levels. Our inability to obtain adequate supplies of materials for our products at favorable prices could have a material adverse effect on our business, financial position, or results of operations by decreasing our profit margins and by hindering our ability to deliver products to our customers on a timely basis. Additionally, certain vendors require advance deposits prior to the fulfillment of orders. Deposits paid on unfulfilled orders totaled $0.5 million and $0.8 million at March 31, 2024 and December 31, 2023, respectively. We have certain vendors who individually represented 10% or more of our total expenditures, or whose net trade accounts payable balance individually represented 10% or more of our total net trade accounts payable, as follows: • One offshore supplier, accounted for approximately 56% of our total expenditures for the three months ended March 31, 2024. No suppliers accounted for more than 10% of our total expenditures for the three months ended March 31, 2023. • At March 31, 2024, two offshore suppliers accounted for approximately 27% and 51% (the latter a related party, see Note 10 “Related Party Transactions”) of our trade accounts payable balance. At December 31, 2023, two offshore suppliers accounted for approximately 16% and 57% (the latter a related party, see Note 10 “Related Party Transactions”) of our trade accounts payable balance. Recent Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, " Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures " ("ASU 2023-07"), which, among other updates, requires enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company is evaluating the impact of ASU 2023-07 on its consolidated financial statements and the related disclosures. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"), which requires enhanced annual disclosures with respect to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of ASU 2023-07 on its consolidated financial statements and the related disclosures. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories are stated at the lower of standard cost (which approximates actual cost determined using the first-in, first-out cost method) or net realizable value, and consist of the following (in thousands): March 31, December 31, Raw materials $ 2,390 $ 2,189 Finished goods 4,626 4,803 Reserves for excess, obsolete, and slow-moving inventories (2,619) (2,553) Inventories, net $ 4,397 $ 4,439 The following is a roll-forward of the reserves for excess, obsolete, and slow-moving inventories (in thousands): Three months ended 2024 2023 Beginning balance $ (2,553) $ (2,527) Accrual (155) (56) Reduction due to sold inventory 89 76 Reserves for excess, obsolete, and slow-moving inventories $ (2,619) $ (2,507) |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the related assets and consist of the following (in thousands): March 31, December 31, Equipment (useful life 3 to 15 years) $ 1,061 $ 1,061 Tooling (useful life 2 to 5 years) 190 190 Vehicles (useful life 5 years) 41 41 Leasehold improvements (the shorter of useful life or lease life) 141 141 Projects in progress 28 28 Property and equipment at cost 1,461 1,461 Less: accumulated depreciation (1,357) (1,349) Property and equipment, net $ 104 $ 112 Depreciation expense was $8 thousand and $8 thousand for the three months ended March 31, 2024 and 2023, respectively. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases certain equipment, manufacturing, warehouse and office space under non-cancellable operating leases with expirations through 2027 under which it is responsible for related maintenance, taxes and insurance. As of March 25, 2022, the terms of our real estate operating lease have been modified beginning July 1, 2022 and extended through 2027. In accordance with ASC 842, Leases (“ASC 842”), the related lease liability was remeasured and the right-of-use asset was adjusted at the time of modification. The present value of the lease obligations for the lease was calculated using an incremental borrowing rate of 16.96%, which was the Company’s blended borrowing rates (including interest, annual facility fees, collateral management fees, bank fees and other miscellaneous lender fees) on its revolving lines of credit with Crossroads Financial Group, LLC (as described below in Note 6, “Debt”) and Factors Southwest L.L.C. (as described below in Note 6, “Debt”). The weighted average remaining lease term for operating leases is 3.25 years. Components of the operating lease costs recognized in net loss were as follows (in thousands): Three months ended March 31, 2024 2023 Operating lease cost Lease cost $ 97 $ 117 Operating lease cost, net $ 97 $ 117 Supplemental balance sheet information related to the Company’s operating leases as of March 31, 2024 and December 31, 2023 are as follows (in thousands): March 31, 2024 December 31, 2023 Operating Leases Operating lease right-of-use assets $ 833 $ 899 Operating lease liabilities $ 968 $ 1,021 Future minimum lease payments required under operating leases for each of the 12-month rolling periods below in effect at March 31, 2024 are as follows (in thousands): Operating Leases April 2024 through March 2025 $ 376 April 2025 through March 2026 384 April 2026 through March 2027 391 April 2027 through March 2028 99 Total future undiscounted lease payments 1,250 Less imputed interest (282) Total lease obligations $ 968 Supplemental cash flow information related to leases for the three months ended March 31, 2024 and 2023, was as follows (in thousands): Three months ended March 31, 2024 2023 Supplemental cash flow information Cash paid, net, for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 94 $ 95 |
LEASES | LEASES The Company leases certain equipment, manufacturing, warehouse and office space under non-cancellable operating leases with expirations through 2027 under which it is responsible for related maintenance, taxes and insurance. As of March 25, 2022, the terms of our real estate operating lease have been modified beginning July 1, 2022 and extended through 2027. In accordance with ASC 842, Leases (“ASC 842”), the related lease liability was remeasured and the right-of-use asset was adjusted at the time of modification. The present value of the lease obligations for the lease was calculated using an incremental borrowing rate of 16.96%, which was the Company’s blended borrowing rates (including interest, annual facility fees, collateral management fees, bank fees and other miscellaneous lender fees) on its revolving lines of credit with Crossroads Financial Group, LLC (as described below in Note 6, “Debt”) and Factors Southwest L.L.C. (as described below in Note 6, “Debt”). The weighted average remaining lease term for operating leases is 3.25 years. Components of the operating lease costs recognized in net loss were as follows (in thousands): Three months ended March 31, 2024 2023 Operating lease cost Lease cost $ 97 $ 117 Operating lease cost, net $ 97 $ 117 Supplemental balance sheet information related to the Company’s operating leases as of March 31, 2024 and December 31, 2023 are as follows (in thousands): March 31, 2024 December 31, 2023 Operating Leases Operating lease right-of-use assets $ 833 $ 899 Operating lease liabilities $ 968 $ 1,021 Future minimum lease payments required under operating leases for each of the 12-month rolling periods below in effect at March 31, 2024 are as follows (in thousands): Operating Leases April 2024 through March 2025 $ 376 April 2025 through March 2026 384 April 2026 through March 2027 391 April 2027 through March 2028 99 Total future undiscounted lease payments 1,250 Less imputed interest (282) Total lease obligations $ 968 Supplemental cash flow information related to leases for the three months ended March 31, 2024 and 2023, was as follows (in thousands): Three months ended March 31, 2024 2023 Supplemental cash flow information Cash paid, net, for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 94 $ 95 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt consisted of the following (in thousands): March 31, 2024 December 31, 2023 Streeterville notes, net $ — $ 1,323 Advanced capital contribution — 450 Total $ — $ 1,773 Credit facilities On August 11, 2020, we entered into two debt financing arrangements (together, the “Credit Facilities”) that allowed for expanded borrowing capacity at a lower blended borrowing cost. We paid off and terminated the Credit Facilities during the year ended December 31, 2023. Inventory Facility with Crossroads The first arrangement is an inventory financing facility (the “Inventory Facility”) pursuant to the Loan and Security Agreement (the “Inventory Loan Agreement”) between the Company and Crossroads Financial Group, LLC, a North Carolina limited liability company (“Crossroads”). On January 18, 2023, the Company and Crossroads entered into an amendment to the Inventory Loan Agreement (the “Crossroads Amendment”) to restructure and pay down the Inventory Facility. The Crossroads Amendment provided that the Company makes payments to reduce the outstanding obligations under the Inventory Facility of $750 thousand by January 20, 2023 and $250 thousand by February 15, 2023. The Company also agreed to make monthly payments of approximately $40 thousand towards the remaining outstanding obligations under the Inventory Facility, and to reduce the maximum amount that may be available to the Company under the Inventory Facility from $3.5 million to $500 thousand, subject to the borrowing base as set forth in the Inventory Loan Agreement. Pursuant to the Crossroads Amendment, Crossroads and the Company also agreed to extend the Inventory Facility’s current term through December 31, 2023, while eliminating the minimum borrowing amount and unused line fees and reducing the monthly service fee to a lower, fixed amount. The Company also agreed to a slightly increased interest rate, which was more than offset by the reduction in the monthly service fees. Pursuant to the Crossroads Amendment, the interest rate on borrowings under the Inventory Facility per annum was a rate equal to (i) the Three-Month LIBOR rate plus 5.5% or (ii) at Crossroads’ discretion, an alternative reference rate, SOFR (Secured Overnight Financing Rate), plus 6.00%. The Inventory Facility was paid in full on September 24, 2023, using the interest rate of 11.16% per annum, and the Company wrote off the difference of $40 thousand between the final invoice amount and the carrying value of the debt, which was recorded as interest income during the third quarter of year 2023. Receivables Facility with FSW Funding The second Credit Facility was a receivables financing facility (the “Receivables Facility”) pursuant to the Loan and Security Agreement (the “Receivables Loan Agreement”) between the Company and Factors Southwest L.L.C. (d/b/a FSW Funding), an Arizona limited liability company (the “RF Lender”). On February 7, 2023, the Company and the RF Lender agreed to terminate the Receivables Facility. All outstanding amounts under the Receivables Facility had been repaid prior to termination, and there were no prepayment fees in connection with termination. The Receivables Facility was secured by substantially all of the present and future assets of the Company and was subject to an intercreditor agreement with Crossroads, which intercreditor agreement was also terminated. Promissory Notes - Related Parties In 2022, we entered into short-term unsecured promissory notes (the “2022 Promissory Notes”) with Mei-Yun (Gina) Huang, Chiao Chieh (Jay) Huang, and Tingyu Lin. Ms. Gina Huang is a member of the Board of Directors and Mr. Jay Huang is our Chief Executive Officer (“CEO”). All of the 2022 Promissory Notes were exchanged for common stock on January 17, 2023. See Note 8, “Stockholders’ Equity.” Streeterville Notes 2022 Streeterville Note On April 21, 2022, we entered into a note purchase agreement (the “2022 Streeterville Note Purchase Agreement”) with Streeterville Capital, LLC (“Streeterville”) pursuant to which we sold and issued to Streeterville a promissory note in the principal amount of approximately $2.0 million ( the “2022 Streeterville Note”). The 2022 Streeterville Note was issued with an original issue discount of $215 thousand and Streeterville paid a purchase price of approximately $1.8 million for the 2022 Streeterville Note, from which the Company paid $15 thousand to Streeterville for Streeterville’s transaction expenses. The 2022 Streeterville Note had an original maturity date of April 21, 2024, and accrued interest at 8% per annum, compounded daily, on the outstanding balance. On January 17, 2023, we agreed with Streeterville to restructure and pay down the 2022 Streeterville Note and extend its maturity date to December 1, 2024 (the “2022 Streeterville Note Amendment”). We agreed to make payments to reduce the outstanding amounts of the 2022 Streeterville Note of $500 thousand by January 20, 2023 and by $250 thousand by July 14, 2023. Beginning January 1, 2024, we agreed to make twelve monthly repayments of approximately $117 thousand each. We had the right to prepay any of the scheduled repayments at any time or from time to time without additional penalty or fees. On March 31, 2023, the Company entered into an Exchange Agreement (the “March 2023 Exchange Agreement”) with Streeterville, pursuant to which we agreed to (i) partition from the 2022 Streeterville Note a new Promissory Note (the “March 2023 Partitioned Note”) in the original principal amount of $250 thousand (the “March 2023 Exchange Amount”), (ii) cause the outstanding balance of the 2022 Streeterville Note to be reduced by an amount equal to the March 2023 Exchange Amount, and (iii) exchange (the “March 2023 Exchange”) the March 2023 Partitioned Note for 71,715 shares of the Company’s common stock. The March 2023 Exchange was priced at-the-market under the Nasdaq rules and was effected pursuant to one or more exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). There were no gross proceeds to the Company in respect of the March 2023 Exchange, provided that $125 thousand of the March 2023 Exchange Amount was applied toward the $250 thousand payment due on or before July 14, 2023 pursuant to the 2022 Streeterville Note Amendment, and $125 thousand was credited to satisfy the December 1, 2024 required payment. The total liability for the 2022 Streeterville Note, net of discount and financing fees, was $1.3 million at December 31, 2023. On January 18, 2024, the Company and Streeterville entered into a payoff letter (the “Letter”) and exchange agreement (“Exchange Agreement”) to pay off the 2022 Streeterville Note early. The Letter and Exchange Agreement provided that the Company made payments to reduce the outstanding obligations under the 2022 Streeterville Note of $1.0 million in cash by January 19, 2024 and exchanges 94,440 shares of common stocks by January 23, 2024 for the remaining amount. On January 23, 2024, the 2022 Streeterville Note was terminated and the Company had no outstanding obligations to Streeterville, upon which the Company recognized a $187 thousand of gain which was included in gain on debt extinguishment in the Condensed Consolidated Statements of Operations. Advanced capital contribution |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES As a result of the operating loss incurred during each of the three months ended March 31, 2024 and 2023, and after the application of the annual limitation set forth under Section 382 of the Internal Revenue Code of 1986, as amended (the “IRC”), it was not necessary to record a provision for U.S. Federal income tax. At March 31, 2024 and December 31, 2023, we had a full valuation allowance recorded against our deferred tax assets. The valuation allowance was recorded due to uncertainties related to our ability to realize the deferred tax assets, primarily consisting of certain net operating loss carry-forwards. The valuation allowance is based on management’s estimates of taxable income by jurisdiction and the periods over which the deferred tax assets will be recoverable. At December 31, 2023, we had a net operating loss carry-forward of approximately $138.7 million for federal income tax purposes ($48.0 million for state and local income tax purposes). However, due to changes in our capital structure, approximately $84.3 million of the $138.7 million is available to offset future taxable income after the application of the limitations found under Section 382 of the Internal Revenue Code of 1986, as amended. As a result of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), net operating loss carry-forwards generated in tax years beginning after December 31, 2017 can only offset 80% of taxable income and can be carried forward indefinitely. The $6.3 million and $9.2 million in federal net operating losses generated in 2023 and 2022, respectively, will be subject to the new limitations under the Tax Act. If not utilized, the carry-forwards generated prior to December 31, 2017 of $0.9 million will begin to expire in 2024 for federal purposes and have begun to expire for state and local purposes. For a full discussion of the estimated restrictions on our utilization of net operating loss carry-forwards, please refer to Note 11, “Income Taxes,” included under Item 8, “Financial Statements and Supplementary Data,” of our 2023 Annual Report. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Common Stock 1-for-7 Reverse Stock Split At the Company’s annual meeting of stockholders held on June 15, 2023, the Company’s stockholders approved a form of the certificate of amendment (“Certificate of Amendment”) to the Certificate of Incorporation and authorized our board of directors to amend the Certificate of Incorporation to effect a reverse stock split of the outstanding shares of the Company’s common stock at a ratio ranging from any whole number of at least 1-for-2 and up to 1-for-10, with the exact ratio within the foregoing range to be determined by the board of directors in its sole discretion. On June 15, 2023, our board of directors determined to set the reverse stock split at 1-for-7 (the “Split Ratio”). The Certificate of Amendment to our Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on June 15, 2023, with the reverse stock split becoming effective on June 16, 2023 (the “Effective Time”). At the Effective Time, every seven shares of common stock issued and outstanding automatically combined into one validly issued, fully paid and non-assessable share of common stock. No fractional shares were issued as a result of the reverse stock split. The fractional shares were settled in cash in an amount not material to the Company. The $0.0001 par value per share of common stock and other terms of the common stock were not affected by the reverse stock split. The number of authorized shares of common stock under the Certificate of Incorporation remained unchanged at 50,000,000 shares. The current financial statements, as well as the prior-period financial statements have been retroactively adjusted to reflect the reverse stock split. Our outstanding shares of restricted stock and shares underlying our options and warrants entitling the holders to purchase shares of common stock have been adjusted as a result of the reverse stock split, as required by the terms of these securities. Also, the number of shares reserved for issuance under our existing 2020 Stock Incentive Plan, as amended, and our 2013 Employee Stock Purchase Plan were reduced proportionately based on the Split Ratio. Preferred shares outstanding were not affected by the reverse stock split and as such, those shares have not been adjusted. The reverse stock split was effected solely to increase the per share trading price of the common stock to satisfy the Bid Price Rule for continued listing on Nasdaq. The common stock began trading on Nasdaq on a split-adjusted basis at the opening of trading on June 19, 2023. Private Placements The Company entered the securities purchase agreements with certain investors and issued 283,019 and 2,870,964 (including debt-to-equity exchange noted in Note 6, “Debt”) shares of common stock during the three months ended March 31, 2024 and the years ended December 31, 2023, respectively. March 2024 Private Placement On March 28, 2024, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which the Company agreed to issue and sell in a private placement an aggregate of 283,019 shares of the Company’s common stock, par value $0.0001 per share, for a purchase price per share of $1.59 (the “March 2024 Private Placement”). Consideration for the transaction included exchange of $450 thousand in the aggregate of outstanding amounts on previous advanced capital contributions, as described above in Note 6, “Debt”. Aggregate gross proceeds to the Company in respect of the March 2024 Private Placement were approximately $450 thousand. The March 2024Private Placement was priced at-the-market under the Nasdaq rules. September 2023 Private Placement On September 29, 2023, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which the Company agreed to issue and sell in a private placement an aggregate of 853,658 shares of the Company’s common stock, par value $0.0001 per share, for a purchase price per share of $2.05 (the “September 2023 Private Placement”). Aggregate gross proceeds to the Company in respect of the September 2023 Private Placement were approximately $1.75 million. The September 2023 Private Placement closed on September 29, 2023. June 2023 Private Placement On June 29, 2023, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which the Company agreed to issue and sell in a private placement an aggregate of 746,875 shares of the Company’s common stock, par value $0.0001 per share, for a purchase price per share of $1.76 (the “June 2023 Private Placement”). One of the purchasers was Mr. Huang, the Company’s CEO. Aggregate gross proceeds to the Company in respect of the June 2023 Private Placement were approximately $1.3 million. The June 2023 Private Placement closed on June 29, 2023. March 2023 Private Placements On March 28, 2023, the Company entered into a securities purchase agreement with Mr. Chiao Chieh (Jay) Huang, pursuant to which the Company agreed to issue and sell, in a private placement (the “March 28, 2023 Private Placement”), 15,500 shares of the Company’s common stock for a purchase price of $3.55 per share. On March 30, 2023, the Company entered into a securities purchase agreement with Mei Yun (Gina) Huang, a member of the Board of Directors, pursuant to which the Company agreed to issue and sell, in a private placement (collectively with the March 28, 2023 Private Placement, the “March 2023 Private Placements”), 71,428 shares of the Company’s common stock for a purchase price of $3.50 per share. Aggregate gross proceeds to the Company in respect of the March 2023 Private Placements were $305 thousand. Each of the March 2023 Private Placements was priced at-the-market under the Nasdaq rules. February 2023 Private Placement On February 24, 2023, the Company entered into a securities purchase agreement with Mei Yun (Gina) Huang, a member of the Board of Directors, pursuant to which the Company agreed to issue and sell, in a private placement (the “February 2023 Private Placement”), 114,744 shares of the Company’s common stock, for a purchase price of $3.49 per share. Gross proceeds to the Company in respect of the February 2023 Private Placement were $400 thousand. The February 2023 Private Placement was priced at fair market value under the Nasdaq rules. January 2023 Sander Electronics Private Placement On January 17, 2023, the Company entered into a securities purchase agreement (the “Sander Purchase Agreement”) with certain purchasers associated with Sander Electronics, Inc., pursuant to which the Company agreed to issue and sell in a private placement (the “Sander Private Placement”) an aggregate of 778,017 shares of common stock for a purchase price per share of $3.51. Consideration for the transaction included exchange of approximately $657 thousand in the aggregate of outstanding amounts on previous short-term bridge financings, including the 2022 Promissory Notes issued to Mr. Huang, as described above in Note 6, “Debt”. Aggregate gross proceeds from the Sander Private Placement were approximately $2.1 million. The Sander Private Placement was priced at-the-market under the Nasdaq rules. January 2023 Transactions with Mei Yun (Gina) Huang On January 5, 2023, the Company entered into a securities purchase agreement with Mei Yun (Gina) Huang, a member of the Board of Directors, pursuant to which the Company agreed to issue and sell, in a private placement, 36,828 shares of the Company’s common stock, for a purchase price of $2.7200 per share. On January 10, 2023, the Company entered into a securities purchase agreement with Ms. Huang, pursuant to which the Company agreed to issue and sell, in a private placement, 46,543 shares of the Company’s common stock for a purchase price of $3.22 per share. Aggregate gross proceeds to the Company in respect of these private placements to Ms. Huang were $250 thousand. Each of the private placements to Ms. Huang was priced at fair market value under the Nasdaq rules. On January 17, 2023, the Company and Ms. Huang entered into exchange agreements pursuant to which the Company and Ms. Huang agreed to exchange the approximately $817 thousand aggregate outstanding amounts on previous short-term bridge financings, including the 2022 Promissory Notes issued to Ms. Huang, as described above in Note 6, “Debt”, for an aggregate of 207,371 shares of common stock at a price per share of $3.94. The exchanges were priced at fair market value under the Nasdaq rules. Preferred Stock The Series A Preferred Stock was created by the filing of a Certificate of Designation with the Secretary of State of the State of Delaware on March 29, 2019, which designated 2,000,000 shares of the Company’s preferred stock, par value $0.0001 per share, as Series A Preferred Stock (the “Original Series A Certificate of Designation”). On January 15, 2020 with prior stockholder approval, the Company amended the Certificate of Incorporation to increase the number of authorized shares of preferred stock to 5,000,000. The Original Series A Certificate of Designation was also amended on January 15, 2020, to increase the number of shares of preferred stock designated as Series A Preferred Stock to 3,300,000 (the Original Series A Certificate of Designation, as so amended, the “Series A Certificate of Designation”). Pursuant to the Series A Certificate of Designation, each holder of outstanding shares of Series A Preferred Stock is entitled to vote with holders of outstanding shares of common stock, voting together as a single class, with respect to any and all matters presented to the stockholders of the Company for their action or consideration, except as provided by law. In any such vote, each share of Series A Preferred Stock shall entitle its holder to a number of votes equal to 1.582% of the number of shares of common stock into which such share of Series A Preferred Stock is convertible. The Series A Preferred Stock (a) has a preference upon liquidation equal to $0.67 per share and then participates on an as-converted basis with the common stock with respect to any additional distributions, (b) shall receive any dividends declared and payable on our common stock on an as-converted basis, and (c) is convertible at the option of the holder into shares of our common stock on a 1- for- 35 basis. As of March 31, 2024 and December 31, 2023, there were 876,447 Series A Preferred Stock issued and outstanding which can be convertible into 25 thousand shares of common stock at the option of the holder. Warrants During three months ended March 31, 2024 and the years ended December 31, 2023, no warrants were exercised. As of March 31, 2024 and December 31, 2023, we had the following outstanding warrants: As of March 31, 2024 As of December 31, 2023 Number of Underlying Shares Exercise Price Expiration June 2022 Warrants 384,615 384,615 $9.10 December 16, 2026 December 2021 Warrants 182,630 182,630 $24.64 June 7, 2027 January 2020 Investor Warrants 26,819 26,819 $23.59 January 13, 2025 January 2020 Placement Agent Warrants 5,954 5,954 $34.96 January 13, 2025 600,018 600,018 Stock-based compensation Stock-based compensation expense is attributable to stock options and restricted stock unit awards. For all stock-based awards, we recognize expense using a straight-line amortization method. The following table summarizes stock-based compensation expense and the impact it had on operations for the periods presented (in thousands): Three months ended 2024 2023 Cost of sales $ — $ — Product development — 4 Selling, general, and administrative 1 22 Total stock-based compensation $ 1 $ 26 Total unearned stock-based compensation was $4 thousand at March 31, 2024, compared to $144 thousand at March 31, 2023. These costs will be charged to expense and amortized on a straight-line basis in future periods. The weighted average period over which the unearned compensation at March 31, 2024 is expected to be recognized is approximately 2.4 years. Stock options For the three months ended March 31, 2024 and 2023, the Company did not grant any stock options. Options outstanding under all plans have a contractual life of ten years, and vesting periods between one Number of Weighted Weighted Balance at December 31, 2023 30,575 $ 5.60 Granted — — Canceled/forfeited — — Expired (9) 53.33 Balance at March 31, 2024 30,566 $ 5.58 8.5 Vested and expected to vest at March 31, 2024 26,469 $ 5.72 8.4 Exercisable at March 31, 2024 9,625 $ 7.52 8.1 Restricted stock units one one |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Purchase Commitments As of March 31, 2024, we had approximately $558 thousand in outstanding purchase commitments for inventory. Of this amount, approximately $479 thousand is expected to ship in the second quarter of 2024, and $79 thousand is expected to ship in the third quarter of 2024 and thereafter. We have 42% of the outstanding purchase commitments with a related party. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Purchase Transactions The Company has a purchase agreement for TLED products and spare parts with Sander Electronics, Inc., a shareholder of the Company. Purchases from Sander Electronics, Inc. for the year ended December 31, 2023 totaled $2.1 million, which remained unpaid as of December 31, 2023. There were no new purchases from Sander Electronics, Inc. during the three months ended March 31, 2024. Private Placements Please refer to Note 8 for further details on Private Placements in 2023. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The significant accounting policies of our Company, which are summarized below, are consistent with accounting principles generally accepted in the United States (“U.S. GAAP”) and reflect practices appropriate to the business in which we operate. Unless indicated otherwise, the information in the Notes to the Condensed Consolidated Financial Statements relates to our operations. We have prepared the accompanying financial data for the three months ended March 31, 2024 and 2023 pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The accompanying financial data and information should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Annual Report”). The Condensed Consolidated Balance Sheet as of December 31, 2023 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying condensed consolidated financial statements contain all normal and recurring adjustments necessary to present fairly our Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023, Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023, Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2024 and 2023, and Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023. Going Concern and Nasdaq Continued Listing Requirements Compliance Due to our financial performance as of March 31, 2024 and December 31, 2023, including net losses of $0.4 million for the three months ended March 31, 2024 and $4.3 million for the twelve months ended December 31, 2023, and total cash used in operating activities of $0.1 million for the three months ended March 31, 2024 and $2.4 million for the twelve months ended December 31, 2023, we determined that substantial doubt about our ability to continue as a going concern continues to exist at March 31, 2024. As a result of restructuring actions and initiatives, we have tailored our operating expenses to be more in line with our expected sales volumes; however, we continue to incur losses and have a substantial accumulated deficit. Additionally, global supply chain and logistics constraints are impacting our inventory purchasing strategy, as we seek to manage both shortages of available components and longer lead times in obtaining components while balancing the development and implementation of an inventory reduction plan. Disruptions in global logistics networks are also impacting our lead times and ability to efficiently and cost-effectively transport products from our third-party suppliers to our facility. As a result, we will continue to review and pursue selected external funding sources to ensure adequate financial resources to execute across the timelines required to achieve these objectives including, but not limited to, the following: • obtaining financing from traditional or non-traditional investment capital organizations or individuals; • obtaining funding from the sale of our common stock or other equity or debt instruments; and • obtaining debt financing with lending terms that more closely match our business model and capital needs. There can be no assurance that we will obtain funding on acceptable terms, in a timely fashion, or at all. Obtaining additional funding contains risks, including: • additional equity financing may not be available to us on satisfactory terms, particularly in light of the current price of our common stock, and any equity we are able to issue could lead to dilution for current stockholders and have rights, preferences and privileges senior to our common stock; • loans or other debt instruments may have terms or conditions, such as interest rate, restrictive covenants, conversion features, refinancing demands, and control or revocation provisions, which are not acceptable to management or the Company’s Board of Directors (the “Board of Directors”); and • the current environment in the capital markets and volatile interest rates, combined with our capital constraints, may prevent us from being able to obtain adequate debt financing. Considering both quantitative and qualitative information, we continue to believe that the combination of our plans to ensure adequate external funding, timely re-organizational actions, current financial position, liquid resources, obligations due or anticipated within the next year, development and implementation of an excess inventory reduction plan, plans and initiatives in our research and development, product development and sales and marketing, and development of potential channel partnerships, if adequately executed, could provide us with an ability to finance our operations through the next twelve months and may mitigate the substantial doubt about our ability to continue as a going concern. Nasdaq Capital Market Compliance As of the date of this Quarterly Report, the Company believes it has maintained compliance with the Minimum Stockholders’ Equity Rule, which requires listed companies to maintain stockholders’ equity of at least $2.5 million for continued listing on the Nasdaq Capital Market. To become compliant with the Bid Price Rule, which has a minimum bid price of at least $1.00 per share as one of its continued listing requirements, the Company effected a 1-for-7 reverse stock split to increase the per share trading price of the common stock effective June 16, 2023 (See Note 8, “Stockholders’ Equity”). However, there can be no assurance that the Company will be able to maintain compliance with the Minimum Stockholders’ Equity Rule, Bid Price Rule, or other Nasdaq listing requirements. If the Company fails to maintain compliance with Nasdaq’s continued listing standards in accordance with the Panel’s decision, the Company’s common stock will be subject to delisting from Nasdaq. |
Use of estimates | Use of estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts in our financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact us in the future, actual results may vary from the estimates. Estimates include, but are not limited to, the establishment of reserves for accounts receivable, sales returns, inventory obsolescence and warranty claims, the useful lives of property and equipment, valuation allowance for net deferred taxes, and stock-based compensation. The Company began using estimates for its calculation of allowance for doubtful accounts receivable under Accounting Standards Codification (“ASC”) 326, Measurement of Credit Losses on Financial Instruments (“CECL”) , commencing in 2023. In addition, estimates and assumptions associated with the determination of the fair value of financial instruments and evaluation of long-lived assets for impairment requires considerable judgment. Actual results could differ from those estimates and such differences could be material. |
Revenue | Revenue Net sales include revenues from sales of products and shipping and handling charges, net of estimates for product returns. Revenue is measured at the amount of consideration we expect to receive in exchange for the transferred products. We recognize revenue at the point in time when we transfer the promised products to the customer and the customer obtains control over the products. Distributors’ obligations to us are not contingent upon the resale of our products. We recognize revenue for shipping and handling charges at the time the goods are shipped to the customer, and the costs of outbound freight are included in cost of sales. We provide for product returns based on historical return rates. While we incur costs for sales commissions to our sales employees and outside agents, we recognize commission costs concurrent with the related revenue, as the amortization period is less than one year. We do not incur any other incremental costs to obtain contracts with our customers. Our product warranties are assurance-type warranties, which promise the customer that the products are as specified in the contract. Therefore, the product warranties are not a separate performance obligation and are accounted for as described below. Sales taxes assessed by governmental authorities and collected by us are accounted for on a net basis and are excluded from net sales. |
Accounts Receivable | Accounts Receivable Our trade accounts receivable consists of amounts billed to and currently due from customers. Substantially all of our customers are concentrated in the United States. In the normal course of business, we extend unsecured credit to our customers related to the sale of our products. Credit is extended to customers based on an evaluation of the customer’s financial condition and the amounts due are stated at their estimated net realizable value. We maintain allowances for sales returns and credit loss to provide for the estimated number of account receivables that will not be collected. On January 1, 2023, the Company adopted ASC 326. The standard adds to U.S. GAAP an impairment model known as the CECL model, which is based on expected losses rather than incurred losses. This standard only impacts the Company’s trade receivables. The Company decided to use the historical loss rate method of valuing its reserve for trade receivables. The reserve for credit losses is reviewed and assessed for adequacy on a quarterly basis. We take into consideration (1) any circumstances of which we are aware of a customer's inability to meet its financial obligations and (2) our judgments as to prevailing economic conditions in the industry and their impact on our customers. If circumstances change, and the financial condition of our customers is adversely affected and they are unable to meet their financial obligations, we may need to take additional allowances, which would result in an increase in our operating expense. We do not generally require collateral from our customers. Our standard payment terms with customers are net 30 days from the date of shipment, and we do not generally offer extended payment terms to our customers, but exceptions are made in some cases for major customers or with particular orders. Accordingly, we do not adjust trade accounts receivable for the effects of financing, as we expect the period between the transfer of product to the customer and the receipt of payment from the customer to be in line with our standard payment terms. Pursuant to ASC 606, Revenue Recognition |
Net loss per share | Net loss per share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted loss per share gives effect to all dilutive potential shares of common stock outstanding during the period. Dilutive potential shares of common stock consist of incremental shares upon the exercise of stock options, warrants and convertible securities, unless the effect would be anti-dilutive. |
Product warranties | Product warranties We warrant our commercial and MMM LED products and controls for periods generally ranging from five . Warranty settlement costs consist of actual amounts expensed for warranty, which are largely a result of the cost of replacement products or rework services provided to our customers. A liability for the estimated future costs under product warranties is maintained for products under warranty based on the actual claims incurred to date and the estimated nature, frequency, and costs of future claims. These estimates are inherently uncertain and changes to our historical or projected experience may cause material changes to our warranty reserves in the future. We continuously review the assumptions related to the adequacy of our warranty reserve, including product failure rates, and make adjustments to the existing warranty liability when there are changes to these estimates or the underlying replacement product costs, or the warranty period expires. |
Financial Instruments | Financial Instruments Fair Value Measurements The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below. We classify the inputs used to measure fair value into the following hierarchy: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3 Unobservable inputs for the asset or liability. The carrying amounts of certain financial instruments including cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to their short maturities. Based on borrowing rates currently available to us for loans with similar terms, the carrying value of borrowings under our revolving credit facilities also approximates fair value. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. In determining the appropriate levels, we perform a detailed analysis of the assets and liabilities whose fair value is measured on a recurring basis. We review and reassess the fair value hierarchy classifications on a quarterly basis. Changes from one quarter to the next related to the observability of inputs in a fair value measurement may result in a reclassification between fair value hierarchy levels. There were no reclassifications for all periods presented. |
Certain risks and concentrations | Certain risks and concentrations We have certain customers whose net sales individually represented 10% or more of our total net sales, or whose net trade accounts receivable balance individually represented 10% or more of our total net trade accounts receivable; we have certain suppliers, which individually represent 10% or more of our total purchases, or whose trade accounts payable balance individually represented 10% or more of our total trade accounts payable balance, as follows: • For the three months ended March 31, 2024, two customers accounted for 25% of net sales, with sales to our primary distributor for the U.S. Navy accounting for approximately 14% of net sales, and sales to a commercial customer accounting for approximately 11% of net sales. • For the three months ended March 31, 2023, three customers accounted for 60% of net sales, with sales to our primary distributor for the U.S. Navy accounting for approximately 22% of net sales, sales to a U.S. Navy shipbuilder accounting for approximately 27% of net sales, and sales to a distributor to the U.S. Department of Defense accounting for approximately 11% of net sales. • At March 31, 2024, three customers accounted for approximately 44% of gross trade accounts receivables, with sales to one distributor for the U.S. Navy accounting for approximately 21%, sales to one supplier for U.S. Navy accounting for approximately 13%, with sales to one commercial customer accounting for approximately 10% of gross trade accounts receivables. • At December 31, 2023, one distributor to the U.S. Department of Defense accounted for 74% of our net trade accounts receivable. We require substantial amounts of purchased materials from selected vendors. With specific materials, all of our purchases are from a single vendor. The availability and costs of materials may be subject to change due to, among other things, new laws or regulations, suppliers’ allocation to other purchasers, interruptions in production by suppliers, global health issues such as the COVID-19 pandemic, and changes in exchange rates and worldwide price and demand levels. Our inability to obtain adequate supplies of materials for our products at favorable prices could have a material adverse effect on our business, financial position, or results of operations by decreasing our profit margins and by hindering our ability to deliver products to our customers on a timely basis. Additionally, certain vendors require advance deposits prior to the fulfillment of orders. Deposits paid on unfulfilled orders totaled $0.5 million and $0.8 million at March 31, 2024 and December 31, 2023, respectively. We have certain vendors who individually represented 10% or more of our total expenditures, or whose net trade accounts payable balance individually represented 10% or more of our total net trade accounts payable, as follows: • One offshore supplier, accounted for approximately 56% of our total expenditures for the three months ended March 31, 2024. No suppliers accounted for more than 10% of our total expenditures for the three months ended March 31, 2023. • At March 31, 2024, two offshore suppliers accounted for approximately 27% and 51% (the latter a related party, see Note 10 “Related Party Transactions”) |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, " Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures " ("ASU 2023-07"), which, among other updates, requires enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company is evaluating the impact of ASU 2023-07 on its consolidated financial statements and the related disclosures. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"), which requires enhanced annual disclosures with respect to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of ASU 2023-07 on its consolidated financial statements and the related disclosures. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Breakdown of Product Net Sales | The following table provides a disaggregation of product net sales for the periods presented (in thousands): Three months ended 2024 2023 Net sales: Commercial $ 299 $ 321 MMM products 534 609 Total net sales $ 833 $ 930 |
Schedule of Accounts Receivable, Allowance for Credit Loss | Below is the breakout of the Company’s contract assets for such periods: March 31, 2024 December 31, 2023 January 01, 2023 Gross Accounts Receivable $ 405 $ 1,590 $ 471 Less: Reserve for Credit Losses (9) (20) (28) Net Accounts Receivable $ 396 $ 1,570 $ 443 Activity related to our reserve for credit losses for the three months ended March 31, 2024 was as follows (in thousands): Allowance for credit loss as of December 31, 2023 $ (20) Reduction of reserve for credit losses as of March 31, 2024 11 Allowance for credit loss as of March 31, 2024 $ (9) Activity related to our reserve for credit losses for the three months ended March 31, 2023 was as follows (in thousands): Allowance for credit loss as of December 31, 2022 $ (26) Cumulative effect of the implementation of ASC 326 (2) Allowance for credit loss as of January 1, 2023 (28) Reserve for credit losses as of March 31, 2023 (12) Prior year reclassification of sales returns out of allowance for doubtful accounts (18) Allowance for credit loss as of March 31, 2023 $ (58) |
Reconciliation of Basic and Diluted Income (Loss) Per Share | The following table presents a reconciliation of basic and diluted loss per share computations (in thousands): Three months ended 2024 2023 Numerator: Net loss $ (418) $ (1,333) Denominator: Basic and diluted weighted average shares of common stock outstanding 4,433 2,310 |
Schedule of Warranty Activity | The following table summarizes warranty activity for the periods presented (in thousands): Three months ended 2024 2023 Balance at beginning of period $ 150 $ 183 Warranty accruals for current period sales 1 (1) Adjustments to existing warranties (35) (39) Accrued warranty reserve at end of period $ 116 $ 143 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories are stated at the lower of standard cost (which approximates actual cost determined using the first-in, first-out cost method) or net realizable value, and consist of the following (in thousands): March 31, December 31, Raw materials $ 2,390 $ 2,189 Finished goods 4,626 4,803 Reserves for excess, obsolete, and slow-moving inventories (2,619) (2,553) Inventories, net $ 4,397 $ 4,439 The following is a roll-forward of the reserves for excess, obsolete, and slow-moving inventories (in thousands): Three months ended 2024 2023 Beginning balance $ (2,553) $ (2,527) Accrual (155) (56) Reduction due to sold inventory 89 76 Reserves for excess, obsolete, and slow-moving inventories $ (2,619) $ (2,507) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the related assets and consist of the following (in thousands): March 31, December 31, Equipment (useful life 3 to 15 years) $ 1,061 $ 1,061 Tooling (useful life 2 to 5 years) 190 190 Vehicles (useful life 5 years) 41 41 Leasehold improvements (the shorter of useful life or lease life) 141 141 Projects in progress 28 28 Property and equipment at cost 1,461 1,461 Less: accumulated depreciation (1,357) (1,349) Property and equipment, net $ 104 $ 112 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Components of Lease Cost and Supplemental Cash Flow Information | Components of the operating lease costs recognized in net loss were as follows (in thousands): Three months ended March 31, 2024 2023 Operating lease cost Lease cost $ 97 $ 117 Operating lease cost, net $ 97 $ 117 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to the Company’s operating leases as of March 31, 2024 and December 31, 2023 are as follows (in thousands): March 31, 2024 December 31, 2023 Operating Leases Operating lease right-of-use assets $ 833 $ 899 Operating lease liabilities $ 968 $ 1,021 |
Schedule of Future Maturities of Operating Lease Liabilities | Future minimum lease payments required under operating leases for each of the 12-month rolling periods below in effect at March 31, 2024 are as follows (in thousands): Operating Leases April 2024 through March 2025 $ 376 April 2025 through March 2026 384 April 2026 through March 2027 391 April 2027 through March 2028 99 Total future undiscounted lease payments 1,250 Less imputed interest (282) Total lease obligations $ 968 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases for the three months ended March 31, 2024 and 2023, was as follows (in thousands): Three months ended March 31, 2024 2023 Supplemental cash flow information Cash paid, net, for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 94 $ 95 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following (in thousands): March 31, 2024 December 31, 2023 Streeterville notes, net $ — $ 1,323 Advanced capital contribution — 450 Total $ — $ 1,773 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | As of March 31, 2024 and December 31, 2023, we had the following outstanding warrants: As of March 31, 2024 As of December 31, 2023 Number of Underlying Shares Exercise Price Expiration June 2022 Warrants 384,615 384,615 $9.10 December 16, 2026 December 2021 Warrants 182,630 182,630 $24.64 June 7, 2027 January 2020 Investor Warrants 26,819 26,819 $23.59 January 13, 2025 January 2020 Placement Agent Warrants 5,954 5,954 $34.96 January 13, 2025 600,018 600,018 |
Summary of Stock-based Compensation Expense | The following table summarizes stock-based compensation expense and the impact it had on operations for the periods presented (in thousands): Three months ended 2024 2023 Cost of sales $ — $ — Product development — 4 Selling, general, and administrative 1 22 Total stock-based compensation $ 1 $ 26 |
Summary of Option Activity | A summary of option activity under all plans for the three months ended March 31, 2024 was as follows: Number of Weighted Weighted Balance at December 31, 2023 30,575 $ 5.60 Granted — — Canceled/forfeited — — Expired (9) 53.33 Balance at March 31, 2024 30,566 $ 5.58 8.5 Vested and expected to vest at March 31, 2024 26,469 $ 5.72 8.4 Exercisable at March 31, 2024 9,625 $ 7.52 8.1 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES- Basis of presentation (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jun. 16, 2023 | Jun. 15, 2023 | Mar. 31, 2024 USD ($) $ / shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Revenue from External Customer [Line Items] | ||||||
Net loss | $ (418) | $ (1,333) | $ 4,300 | |||
Cash used in operating activities | (58) | (1,183) | 2,400 | |||
Stockholders' equity | 3,225 | $ 2,955 | $ 3,051 | $ (477) | ||
Reverse stock split ratio | 0.142857 | 0.142857 | ||||
Minimum | ||||||
Revenue from External Customer [Line Items] | ||||||
Stockholders' equity | $ 2,500 | |||||
Common stock, minimum bid price (in dollars per share) | $ / shares | $ 1 | |||||
Reverse stock split ratio | 0.5 |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Product Net Sales (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue from External Customer [Line Items] | ||
Total net sales | $ 833 | $ 930 |
Commercial | ||
Revenue from External Customer [Line Items] | ||
Total net sales | 299 | 321 |
MMM products | ||
Revenue from External Customer [Line Items] | ||
Total net sales | $ 534 | $ 609 |
BASIS OF PRESENTATION AND SUM_6
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable and Geographic information (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Concentration Risk [Line Items] | ||
Contract with customer, payment terms | 30 days | |
Countries Outside of the United States | Revenue | Geographic Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk (less than for geographic concentration risk) | 100% | 100% |
BASIS OF PRESENTATION AND SUM_7
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | |||||
Less: Reserve for Credit Losses | $ (9) | $ (20) | $ (58) | $ (26) | |
Nonrelated Party | |||||
Related Party Transaction [Line Items] | |||||
Gross Accounts Receivable | 405 | 1,590 | $ 471 | ||
Less: Reserve for Credit Losses | (9) | (20) | (28) | ||
Net Accounts Receivable | $ 396 | $ 1,570 | $ 443 |
BASIS OF PRESENTATION AND SUM_8
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reserve for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for credit loss, beginning balance | $ (20) | $ (26) |
Reduction of reserve for credit losses as of March 31, 2024 | (12) | |
Allowance for credit loss, ending balance | (9) | $ (58) |
Nonrelated Party | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for credit loss, beginning balance | (20) | |
Reduction of reserve for credit losses as of March 31, 2024 | 11 | |
Allowance for credit loss, ending balance | $ (9) |
BASIS OF PRESENTATION AND SUM_9
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Allowance For Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for credit loss, beginning balance | $ (20) | $ (26) |
Reserve for credit losses as of March 31, 2023 | (12) | |
Prior year reclassification of sales returns out of allowance for doubtful accounts | (18) | |
Allowance for credit loss, ending balance | $ (9) | (58) |
Cumulative Effect, Period of Adoption, Adjustment | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for credit loss, beginning balance | (2) | |
Cumulative Effect, Period of Adoption, Adjusted Balance | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for credit loss, beginning balance | $ 28 |
BASIS OF PRESENTATION AND SU_10
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Basic and Diluted Loss per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | ||
Numerator: | ||||
Net loss | $ (418) | $ (1,333) | $ 4,300 | |
Denominator: | ||||
Basic weighted average shares of common stock outstanding (in shares) | [1] | 4,433 | 2,310 | |
Diluted weighted average shares of common stock outstanding (in shares) | [1] | 4,433 | 2,310 | |
[1]Shares outstanding for prior periods have been restated for the 1-for-7 reverse stock split effective June 16, 2023. |
BASIS OF PRESENTATION AND SU_11
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Series A Convertible Preferred Stock | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Securities excluded from net loss per share calculation (in shares) | 25 | 25 |
BASIS OF PRESENTATION AND SU_12
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Product Warranties (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Product Warranty Liability [Line Items] | |
Product warranty, number of years of products sold | 20 years |
Commercial | Minimum | |
Product Warranty Liability [Line Items] | |
Standard product warranty, number of years | 5 years |
Commercial | Maximum | |
Product Warranty Liability [Line Items] | |
Standard product warranty, number of years | 10 years |
MMM LED Products | Minimum | |
Product Warranty Liability [Line Items] | |
Standard product warranty, number of years | 5 years |
MMM LED Products | Maximum | |
Product Warranty Liability [Line Items] | |
Standard product warranty, number of years | 10 years |
BASIS OF PRESENTATION AND SU_13
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warranty Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||
Balance at beginning of period | $ 150 | $ 183 |
Warranty accruals for current period sales | 1 | (1) |
Adjustments to existing warranties | (35) | (39) |
Accrued warranty reserve at end of period | $ 116 | $ 143 |
BASIS OF PRESENTATION AND SU_14
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Certain Risks and Concentrations (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) supplier | Mar. 31, 2023 | Dec. 31, 2023 USD ($) supplier | |
Concentration Risk [Line Items] | |||
Number of offshore supplier | 2 | 2 | |
Prepaid Supplies | $ | $ 0.5 | $ 0.8 | |
Related Party | |||
Concentration Risk [Line Items] | |||
Number of offshore supplier | 1 | ||
Total Expenditures | Supplier Concentration Risk | Offshore Supplier | Related Party | |||
Concentration Risk [Line Items] | |||
Concentration risk (less than for geographic concentration risk) | 56% | ||
Accounts Payable | Supplier Concentration Risk | Offshore Supplier One | |||
Concentration Risk [Line Items] | |||
Concentration risk (less than for geographic concentration risk) | 27% | 16% | |
Accounts Payable | Supplier Concentration Risk | Offshore Supplier Two | |||
Concentration Risk [Line Items] | |||
Concentration risk (less than for geographic concentration risk) | 51% | 57% | |
Two Customers | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk (less than for geographic concentration risk) | 25% | ||
Distributor to the U.S. Navy Combined with Sales to Shipbuilders | Revenue | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk (less than for geographic concentration risk) | 14% | ||
Commercial Building Systems Provider | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk (less than for geographic concentration risk) | 11% | ||
Three Customers | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk (less than for geographic concentration risk) | 44% | 60% | |
Distributor to the U.S. Navy | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk (less than for geographic concentration risk) | 21% | ||
Distributor to the U.S. Navy | Revenue | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk (less than for geographic concentration risk) | 22% | ||
Shipbuilder for U.S. Navy | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk (less than for geographic concentration risk) | 13% | ||
Shipbuilder for U.S. Navy | Revenue | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk (less than for geographic concentration risk) | 27% | ||
Distributor to the U.S. Department of Defense | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk (less than for geographic concentration risk) | 74% | ||
Distributor to the U.S. Department of Defense | Revenue | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk (less than for geographic concentration risk) | 11% |
INVENTORIES - Schedule of Inven
INVENTORIES - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,390 | $ 2,189 |
Finished goods | 4,626 | 4,803 |
Reserves for excess, obsolete, and slow-moving inventories | (2,619) | (2,553) |
Inventories, net | $ 4,397 | $ 4,439 |
INVENTORIES - Reserve Rollforwa
INVENTORIES - Reserve Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Inventory, Reserve [Roll Forward] | ||
Beginning balance | $ (2,553) | $ (2,527) |
Accrual | (155) | (56) |
Reduction due to sold inventory | 89 | 76 |
Reserves for excess, obsolete, and slow-moving inventories | $ (2,619) | $ (2,507) |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | $ 1,461 | $ 1,461 |
Less: accumulated depreciation | (1,357) | (1,349) |
Property and equipment, net | 104 | 112 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | $ 1,061 | 1,061 |
Equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 3 years | |
Equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 15 years | |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | $ 190 | 190 |
Tooling | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 2 years | |
Tooling | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 5 years | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 5 years | |
Property and equipment at cost | $ 41 | 41 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | 141 | 141 |
Projects in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment at cost | $ 28 | $ 28 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 8 | $ 8 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Mar. 31, 2024 |
Operating Leased Assets [Line Items] | |
Operating lease, weighted average remaining lease term | 3 years 3 months |
Real Estate | |
Operating Leased Assets [Line Items] | |
Operating lease, borrowing rate | 16.96% |
LEASES - Components of Lease Co
LEASES - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Lease cost | $ 97 | $ 117 |
Operating lease cost, net | $ 97 | $ 117 |
LEASES - Schedule of Supplement
LEASES - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Operating Leases | ||
Operating lease right-of-use assets | $ 833 | $ 899 |
Operating lease liabilities | $ 968 | $ 1,021 |
LEASES - Schedule of Future Mat
LEASES - Schedule of Future Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Operating Leases | ||
April 2024 through March 2025 | $ 376 | |
April 2025 through March 2026 | 384 | |
April 2026 through March 2027 | 391 | |
April 2027 through March 2028 | 99 | |
Total future undiscounted lease payments | 1,250 | |
Less imputed interest | (282) | |
Total lease obligations | $ 968 | $ 1,021 |
LEASES - Schedule of Suppleme_2
LEASES - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 94 | $ 95 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Streeterville notes, net | $ 0 | $ 1,323 |
Advanced capital contribution | 0 | 450 |
Total | $ 0 | $ 1,773 |
DEBT- Credit Facilities (Detail
DEBT- Credit Facilities (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Feb. 15, 2023 USD ($) | Jan. 20, 2023 USD ($) | Feb. 15, 2023 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Jan. 18, 2023 USD ($) | Jan. 17, 2023 USD ($) | Aug. 11, 2020 creditFacility | |
Line of Credit Facility [Line Items] | |||||||||
Number of debt financing facilities | creditFacility | 2 | ||||||||
Provision for slow-moving and obsolete inventories | $ 67,000 | $ (23,000) | |||||||
Second Amendment To Inventory Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Repayments of long-term debt | $ 250,000 | $ 750,000 | |||||||
Remaining outstanding obligations amount | $ 40,000 | ||||||||
Maximum borrowing capacity on line of credit | $ 500,000 | $ 3,500,000 | |||||||
Interest rate | 11.16% | ||||||||
Second Amendment To Inventory Facility | London Interbank Offered Rate (LIBOR) | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate | 5.50% | ||||||||
Second Amendment To Inventory Facility | Secured Overnight Financing Rate (SOFR) | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate | 6% | ||||||||
Inventory Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Provision for slow-moving and obsolete inventories | $ 40,000 |
DEBT- Streeterville Notes (Deta
DEBT- Streeterville Notes (Details) - USD ($) | 3 Months Ended | ||||||||||
Jan. 18, 2024 | Mar. 31, 2023 | Apr. 21, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 01, 2024 | Jan. 19, 2024 | Jan. 01, 2024 | Dec. 31, 2023 | Jul. 14, 2023 | Jan. 20, 2023 | |
Debt Instrument [Line Items] | |||||||||||
Gain on forgiveness of PPP loan | $ (187,000) | $ 0 | |||||||||
2022 Streeterville Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 2,000,000 | $ 117,000 | $ 250,000 | $ 500,000 | |||||||
Issue discount | 215,000 | ||||||||||
Purchase price | 1,800,000 | ||||||||||
Unamortized debt issuance costs | $ 15,000 | ||||||||||
Interest rate | 8% | ||||||||||
Required cash payments | $ 1,000,000 | ||||||||||
Number of shares of common stock, equity exchange | 94,440 | ||||||||||
Repayment of long term debt | $ 0 | ||||||||||
March 2023 Partitioned Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 250,000 | 250,000 | $ 250,000 | ||||||||
Conversion of notes to stock (in shares) | 71,715 | ||||||||||
Debt instrument, tranche amount | $ 125,000 | $ 125,000 | |||||||||
March 2023 Partitioned Note | Scenario, Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, tranche amount | $ 125,000 | ||||||||||
Streeterville Note Purchase Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total liability, net of discount and financing fees | $ 1,300,000 |
DEBT - Advanced Capital Contrib
DEBT - Advanced Capital Contribution (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Advanced capital contribution | $ 0 | $ 450 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Loss Carryforwards [Line Items] | |||
Operating loss carry-forwards | $ 6.3 | $ 9.2 | |
Operating loss, subject to expiration | $ 0.9 | ||
U.S. Federal, State and Local Tax Authorities | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred tax assets, operating loss carry-forwards | 138.7 | ||
Deferred tax assets, operating loss carryforwards, portion available after application of IRC Section 382 limitations | 84.3 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred tax assets, operating loss carry-forwards | $ 48 |
STOCKHOLDERS_ EQUITY - 1-for-7
STOCKHOLDERS’ EQUITY - 1-for-7 Reverse Stock Split (Details) | Jun. 16, 2023 | Jun. 15, 2023 $ / shares shares | Mar. 31, 2024 shares | Dec. 31, 2023 shares |
Class of Stock [Line Items] | ||||
Reverse stock split ratio | 0.142857 | 0.142857 | ||
Sale of common stock (in dollars per share) | $ / shares | $ 0.0001 | |||
Common stock, authorized (in shares) | shares | 50,000,000 | 50,000,000 | 50,000,000 | |
Minimum | ||||
Class of Stock [Line Items] | ||||
Reverse stock split ratio | 0.5 | |||
Maximum | ||||
Class of Stock [Line Items] | ||||
Reverse stock split ratio | 0.1 |
STOCKHOLDERS_ EQUITY - Private
STOCKHOLDERS’ EQUITY - Private Placement (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Private Placement | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Sale of common stock (in shares) | 283,019 | 2,870,964 |
STOCKHOLDERS_ EQUITY - March 20
STOCKHOLDERS’ EQUITY - March 2024 private placement (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 28, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 15, 2023 | Mar. 28, 2023 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Sale of common stock (in dollars per share) | $ 0.0001 | ||||
March 2024 Private Placement | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Sale of common stock (in shares) | 283,019 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Sale of common stock (in dollars per share) | $ 1.59 | ||||
Proceeds from issuance of private placement | $ 450 |
STOCKHOLDERS_ EQUITY - Septembe
STOCKHOLDERS’ EQUITY - September 2023 private placement (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 29, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 15, 2023 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Sale of common stock (in dollars per share) | $ 0.0001 | |||
September 2023 Private Placement | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Sale of common stock (in shares) | 853,658 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Sale of common stock (in dollars per share) | $ 2.05 | |||
Proceeds from issuance of private placement | $ 1,750 |
STOCKHOLDERS_ EQUITY - June 202
STOCKHOLDERS’ EQUITY - June 2023 private placement (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 29, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 15, 2023 |
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Sale of common stock (in dollars per share) | $ 0.0001 | |||
June 2023 Private Placement | ||||
Class of Stock [Line Items] | ||||
Sale of common stock (in shares) | 746,875 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Sale of common stock (in dollars per share) | $ 1.76 | |||
Aggregate gross proceeds amount | $ 1.3 |
STOCKHOLDERS_ EQUITY - March _2
STOCKHOLDERS’ EQUITY - March 2023 Private Placements (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |||
Mar. 30, 2023 | Mar. 28, 2023 | Mar. 31, 2023 | Jun. 15, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Sale of common stock (in dollars per share) | $ 0.0001 | |||
March 2023 Private Placement | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Sale of common stock (in shares) | 71,428 | 15,500 | ||
Sale of common stock (in dollars per share) | $ 3.50 | $ 3.55 | ||
Aggregate gross proceeds amount | $ 305 |
STOCKHOLDERS_ EQUITY - February
STOCKHOLDERS’ EQUITY - February 2023 Private Placement (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 24, 2023 | Jun. 15, 2023 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Sale of common stock (in dollars per share) | $ 0.0001 | |
February 2023 Private Placement | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Sale of common stock (in shares) | 114,744 | |
Sale of common stock (in dollars per share) | $ 3.49 | |
Proceeds from issuance of private placement | $ 400 |
STOCKHOLDERS_ EQUITY - January
STOCKHOLDERS’ EQUITY - January 2023 Sander Electronics Private Placement (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 17, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 15, 2023 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Sale of common stock (in dollars per share) | $ 0.0001 | |||
Advanced capital contribution | $ 0 | $ 450 | ||
January 2023 Sander Electronics Private Placement | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Sale of common stock (in shares) | 778,017 | |||
Sale of common stock (in dollars per share) | $ 3.51 | |||
Aggregate gross proceeds amount | $ 2,100 | |||
January 2023 Sander Electronics Private Placement | Bridge Loan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Advanced capital contribution | $ 657 |
STOCKHOLDERS_ EQUITY - Januar_2
STOCKHOLDERS’ EQUITY - January 2023 Transactions with Mei Yun (Gina) Huang (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Jan. 17, 2023 | Jan. 10, 2023 | Jan. 05, 2023 | Mar. 31, 2024 | Jun. 15, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Sale of common stock (in dollars per share) | $ 0.0001 | ||||
January 2023 Transactions with Mei Yun (Gina) Huang | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Sale of common stock (in shares) | 207,371 | 46,543 | 36,828 | ||
Sale of common stock (in dollars per share) | $ 3.94 | $ 3.22 | $ 2.7200 | ||
Proceeds from issuance of private placement | $ 817 | $ 250 |
STOCKHOLDERS_ EQUITY - Preferre
STOCKHOLDERS’ EQUITY - Preferred Stock (Details) | Jun. 16, 2023 | Jun. 15, 2023 | Jan. 16, 2020 $ / shares | Mar. 31, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares | Jan. 15, 2020 shares | Mar. 29, 2019 $ / shares shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Reverse stock split ratio | 0.142857 | 0.142857 | |||||
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Votes equal to the number of shares of common stock convertible | 1.582% | ||||||
Preferred stock, outstanding (in shares) | 876,447 | 876,447 | |||||
Preferred stock, issued (in shares) | 876,447 | 876,447 | |||||
Common stock issued upon preferred stock conversion (in shares) | 25,000 | 25,000 | |||||
Series A Convertible Preferred Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Preferred stock, authorized (in shares) | 3,300,000 | 3,300,000 | 3,300,000 | ||||
Convertible Debt | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Preferred stock, authorized (in shares) | 2,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Conversion rate (USD per share) | $ / shares | $ 0.67 | ||||||
Convertible Debt | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Reverse stock split ratio | 0.02857 |
STOCKHOLDERS_ EQUITY - Warrants
STOCKHOLDERS’ EQUITY - Warrants (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Jun. 15, 2023 | |
Equity [Abstract] | |||
Issuance of common stock upon the exercise of warrants (in shares) | 0 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants issued (in shares) | 600,018 | 600,018 | |
Sale of common stock (in dollars per share) | $ 0.0001 | ||
June 2022 Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants issued (in shares) | 384,615,000 | 384,615 | |
Sale of common stock (in dollars per share) | $ 9.10 | ||
December 2021 Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants issued (in shares) | 182,630 | 182,630 | |
Sale of common stock (in dollars per share) | $ 24.64 | ||
January 2020 Investor Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants issued (in shares) | 26,819 | 26,819 | |
Sale of common stock (in dollars per share) | $ 23.59 | ||
January 2020 Placement Agent Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants issued (in shares) | 5,954 | 5,954 | |
Sale of common stock (in dollars per share) | $ 34.96 |
STOCKHOLDERS_ EQUITY - Stock-Ba
STOCKHOLDERS’ EQUITY - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 1 | $ 26 |
Cost of sales | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 0 | 0 |
Product development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 0 | 4 |
Selling, general, and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 1 | $ 22 |
STOCKHOLDERS_ EQUITY - Stock-_2
STOCKHOLDERS’ EQUITY - Stock-Based Compensation Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Equity [Abstract] | ||
Unearned stock-based compensation | $ 4 | $ 144 |
Unearned compensation expected to be recognized, period | 2 years 4 months 24 days |
STOCKHOLDERS_ EQUITY - Stock Op
STOCKHOLDERS’ EQUITY - Stock Options Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Minimum | Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period (in years) | 1 year |
Maximum | Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period (in years) | 4 years |
2014 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting periods (in years) | 10 years |
STOCKHOLDERS_ EQUITY - Stock _2
STOCKHOLDERS’ EQUITY - Stock Options and a Summary of Activity (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of Options | |
Outstanding at beginning of period (in shares) | shares | 30,575 |
Granted (in shares) | shares | 0 |
Canceled/forfeited (in shares) | shares | 0 |
Expired (in shares) | shares | (9) |
Outstanding at end of period (in shares) | shares | 30,566 |
Vested and expected to vest at period end (in shares) | shares | 26,469 |
Exercisable at period end (in shares) | shares | 9,625 |
Weighted Average Exercise Price Per Share | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 5.60 |
Granted (in dollars per share) | $ / shares | 0 |
Canceled/forfeited (in dollars per share) | $ / shares | 0 |
Expired (USD per share) | $ / shares | 53.33 |
Outstanding at end of period (in dollars per share) | $ / shares | 5.58 |
Vested and expected to vest at period end (in dollars per share) | $ / shares | 5.72 |
Exercisable at period end (in dollars per share) | $ / shares | $ 7.52 |
Weighted Average Remaining Contractual Life (in years) | |
Outstanding at end of period | 8 years 6 months |
Vested and expected to vest at period end | 8 years 4 months 24 days |
Exercisable at period end | 8 years 1 month 6 days |
STOCKHOLDERS_ EQUITY - Restrict
STOCKHOLDERS’ EQUITY - Restricted Stock Units Narrative (Details) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding restricted stock (in shares) | 0 | |
Restricted Stock Units | 2014 Plan | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period (in years) | 1 year | |
Restricted Stock Units | 2014 Plan | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period (in years) | 4 years | |
Restricted Stock Units | 2020 Plan | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period (in years) | 1 year | |
Restricted Stock Units | 2020 Plan | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period (in years) | 4 years |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | |
Long-term Purchase Commitment [Line Items] | |||
Outstanding purchase commitments | $ 558 | ||
Outstanding purchase commitments percentage | 42% | ||
Scenario, Forecast | |||
Long-term Purchase Commitment [Line Items] | |||
Purchase commitment | $ 79 | $ 479 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Sander Electronics, Inc - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Purchases from related party | $ 2,100,000 | |
Related party transaction | $ 0 |
Uncategorized Items - efoi-2024
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-13 [Member] |