Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 21, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Entity Registrant Name | Ascent Solar Technologies, Inc. | ||
Entity Central Index Key | 0001350102 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Common Stock, Shares Outstanding | 3,793,843 | ||
Security Exchange Name | NASDAQ | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Entity File Number | 001-32919 | ||
Entity Interactive Data Current | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-3672603 | ||
Entity Address, Address Line One | 12300 Grant Street | ||
Entity Address, City or Town | Thornton | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80241 | ||
City Area Code | 720 | ||
Local Phone Number | 872-5000 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Public Float | $ 4,134,100 | ||
Trading Symbol | ASTI | ||
Auditor Firm ID | 457 | ||
Auditor Name | Haynie & Company | ||
Auditor Location | Salt Lake City, Utah |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 1,048,733 | $ 11,483,018 |
Trade receivables, net of allowance of $0 and $26,000, respectively | 0 | 1,769 |
Inventories | 447,496 | 615,283 |
Prepaid and other current assets | 39,279 | 344,110 |
Total current assets | 1,535,508 | 12,444,180 |
Property, Plant and Equipment: | 21,177,892 | 22,590,169 |
Accumulated depreciation | (20,131,008) | (22,038,508) |
Net property, plant and equipment | 1,046,884 | 551,661 |
Other Assets: | ||
Operating lease right-of-use assets, net | 2,364,672 | 4,324,514 |
Patents, net of accumulated amortization of $173,387 and $154,218, respectively | 53,978 | 79,983 |
Equity method investment | 68,867 | 61,379 |
Other non-current assets | 1,228,797 | 1,214,985 |
Total other assets | 3,716,314 | 5,680,861 |
Total Assets | 6,298,706 | 18,676,702 |
Current Liabilities: | ||
Accounts payable | 579,237 | 595,157 |
Related party payables | 4,231 | 67,164 |
Accrued expenses | 1,354,159 | 888,869 |
Accrued payroll | 160,477 | 490,185 |
Severance payable | 437,079 | |
Accrued professional services fees | 849,282 | 952,573 |
Accrued interest | 628,145 | 559,060 |
Current portion of operating lease liability | 491,440 | 733,572 |
Conversions payable | 1,089,160 | |
Current portion of convertible notes, net | 354,936 | |
Other payable | 250,000 | 250,000 |
Total current liabilities | 5,761,067 | 4,973,659 |
Long-Term Liabilities: | ||
Non-current operating lease liabilities | 2,043,025 | 3,827,878 |
Non-current convertible notes, net | 5,268,399 | |
Accrued warranty liability | 21,225 | 21,225 |
Total liabilities | 7,825,317 | 14,091,161 |
Commitments and contingencies (Note 18) | ||
Stockholders' Equity (Deficit): | ||
Series A preferred stock, $.0001 par value; 750,000 shares authorized; 48,100 and 48,100 shares issued and outstanding, respectively ($899,069 and $850,301 Liquidation Preference, respectively) | 5 | 5 |
Common stock, $0.0001 par value, 500,000,000 authorized; 3,583,846 and 259,323 shares issued and outstanding, respectively | 358 | 26 |
Additional paid in capital | 480,942,526 | 452,139,027 |
Accumulated deficit | (482,478,436) | (447,537,493) |
Accumulated other comprehensive loss | 8,936 | (16,024) |
Total stockholders' equity (deficit) | (1,526,611) | 4,585,541 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 6,298,706 | $ 18,676,702 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Allowance for doubtful accounts | $ 0 | $ 26,000 |
Patents, amortization | $ 173,387 | $ 154,218 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 25,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 3,583,846 | 259,323 |
Common stock, shares outstanding (in shares) | 3,583,846 | 259,323 |
Series A Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 750,000 | 750,000 |
Preferred stock, shares issued (in shares) | 48,100 | 48,100 |
Preferred stock, shares outstanding (in shares) | 48,100 | 48,100 |
Preferred stock, liquidation preference | $ 899,069 | $ 850,301 |
STATEMENTS OF OPERATIONS AND CO
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total Revenues | $ 458,260 | $ 1,222,786 |
Costs and Expenses | ||
Costs of revenue | 1,892,341 | 2,011,459 |
Research, development and manufacturing operations | 3,222,283 | 5,975,921 |
Selling, general and administrative | 5,364,523 | 4,736,562 |
Share-based compensation | 2,243,445 | 5,478,734 |
Depreciation and amortization | 95,238 | 75,645 |
Impairment loss | 3,283,715 | 0 |
Total Costs and Expenses | 16,101,545 | 18,278,321 |
Loss from Operations | (15,643,285) | (17,055,535) |
Other Income/(Expense) | ||
Other income/(expense), net | 747,739 | 33,100 |
Interest expense | (2,174,118) | (2,704,909) |
Total Other Income/(Expense) | (1,426,379) | (2,671,809) |
Income/(Loss) on Equity Method Investment | (232) | (27,361) |
Net Income/(Loss) | (17,069,896) | (19,754,705) |
Less: Down round deemed dividend | (17,980,678) | |
Net Income Available to Common Shareholders | $ (35,050,574) | $ (17,069,896) |
Net Income/(Loss) Per Share (Basic) | $ (34.19) | $ (132) |
Net Income/(Loss) Per Share (Diluted) | $ (34.19) | $ (132) |
Weighted Average Common Shares Outstanding (Basic) | 1,025,097 | 149,016 |
Weighted Average Common Shares Outstanding (Diluted) | 1,025,097 | 149,016 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | ||
Foreign currency translation gain/(loss) | $ 24,960 | $ (16,024) |
Net Comprehensive Income/(Loss) | (17,044,936) | (19,770,729) |
Products | ||
Total Revenues | 397,886 | 694,286 |
Milestone Arrangement | ||
Total Revenues | $ 60,374 | $ 528,500 |
STATEMENT OF STOCKHOLDERS' EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Cumulative Effect, Period of Adoption, Adjustment [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Private Placement | Public Offering | Global Ichiban Convertible Note | Nanyang Convertible Notes | Fleur | L1 Convertible Note | Sabby Note | Series 1B Preferred Stock | Preferred Stock Series A Preferred Stock | Preferred Stock Series A Preferred Stock Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Preferred Stock Series 1A Preferred Stock | Preferred Stock Series 1A Preferred Stock TubeSolar | Preferred Stock Series 1A Preferred Stock Crowdex Convertible Notes | Preferred Stock Series 1B Preferred Stock | Common Stock | Common Stock Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Common Stock Private Placement | Common Stock Public Offering | Common Stock TubeSolar | Common Stock Crowdex Convertible Notes | Common Stock Global Ichiban Convertible Note | Common Stock Nanyang Convertible Notes | Common Stock Fleur | Common Stock L1 Convertible Note | Common Stock Sabby Note | Additional Paid-In Capital | Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment [Member] | Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Additional Paid-In Capital Private Placement | Additional Paid-In Capital Public Offering | Additional Paid-In Capital TubeSolar | Additional Paid-In Capital Crowdex Convertible Notes | Additional Paid-In Capital Global Ichiban Convertible Note | Additional Paid-In Capital Nanyang Convertible Notes | Additional Paid-In Capital Fleur | Additional Paid-In Capital L1 Convertible Note | Additional Paid-In Capital Sabby Note | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Other Accumulated Comprehensive Loss | Other Accumulated Comprehensive Loss Cumulative Effect, Period of Adoption, Adjusted Balance [Member] |
Beginning balance at Dec. 31, 2021 | $ (2,833,606) | $ 5 | $ 12 | $ 424,949,165 | $ (427,782,788) | ||||||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 48,100 | 3,700 | 113,256 | ||||||||||||||||||||||||||||||||||||||||||
Conversion of shares | $ 7,900,000 | $ 1,500,000 | $ 1,000,000 | $ 107,101 | $ 2 | $ 1 | $ 8 | $ 2 | $ 1 | $ (2) | $ (1) | $ 7,899,992 | $ 1,499,998 | $ 999,999 | $ 107,101 | ||||||||||||||||||||||||||||||
Conversion of shares (in shares) | (2,400) | (1,300) | 24,000 | 13,000 | 79,000 | 15,000 | 10,000 | 350 | |||||||||||||||||||||||||||||||||||||
Warrants | 2,990,029 | $ 2,448,595 | 2,990,029 | $ 2,448,595 | |||||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature | 4,490,029 | 4,490,029 | |||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of Common Stock | 2,551,405 | 2,551,405 | |||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of Common Stock (in shares) | 4,717 | ||||||||||||||||||||||||||||||||||||||||||||
Issuance costs | $ (1,276,017) | $ (1,276,017) | |||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | 5,478,734 | 5,478,734 | |||||||||||||||||||||||||||||||||||||||||||
Net Loss | (19,754,705) | (19,754,705) | |||||||||||||||||||||||||||||||||||||||||||
Foreign Currency Translation Gain/(Loss) | (16,024) | $ (16,024) | |||||||||||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 4,585,541 | $ (3,686,243) | $ 899,298 | $ 5 | $ 5 | $ 26 | $ 26 | 452,139,027 | $ (3,795,874) | $ 448,343,153 | (447,537,493) | $ 109,631 | $ (447,427,862) | (16,024) | $ (16,024) | ||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 48,100 | 48,100 | 259,323 | 259,323 | |||||||||||||||||||||||||||||||||||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Conversion of shares | $ 6,990,269 | $ 806,802 | $ 2,275,598 | $ 33 | $ 13 | $ 806,769 | $ 2,275,585 | ||||||||||||||||||||||||||||||||||||||
Conversion of shares (in shares) | 328,502 | 137,072 | |||||||||||||||||||||||||||||||||||||||||||
Warrants | $ 4,627,737 | $ 4,627,737 | |||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of Series 1B Preferred Stock | 900,000 | 900,000 | |||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of Series 1B Preferred Stock (in shares) | 900 | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of Common Stock | 616,514 | $ 39 | 616,475 | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of Common Stock (in shares) | 389,024 | ||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services | 92,750 | 92,750 | |||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services (in shares) | 1,425 | ||||||||||||||||||||||||||||||||||||||||||||
Prefunded warrants | 5,044,977 | 5,044,977 | |||||||||||||||||||||||||||||||||||||||||||
Issuance costs | (20,000) | $ (1,068,796) | (20,000) | $ (1,068,796) | |||||||||||||||||||||||||||||||||||||||||
Down round deemed dividend | 17,980,678 | 17,980,678 | (17,980,678) | ||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | 2,243,445 | 2,243,445 | |||||||||||||||||||||||||||||||||||||||||||
Repayment of Series 1B Preferred Stock | $ (900,000) | (900,000) | |||||||||||||||||||||||||||||||||||||||||||
Repayment of Series 1B Preferred Stock (in shares) | (900) | ||||||||||||||||||||||||||||||||||||||||||||
Conversion of prefunded warrants | $ 247 | (247) | |||||||||||||||||||||||||||||||||||||||||||
Conversion of prefunded warrants (in shares) | 2,468,500 | 2,468,500 | |||||||||||||||||||||||||||||||||||||||||||
Net Loss | $ (17,069,896) | (17,069,896) | |||||||||||||||||||||||||||||||||||||||||||
Foreign Currency Translation Gain/(Loss) | 24,960 | 24,960 | |||||||||||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2023 | $ (1,526,611) | $ 5 | $ 358 | $ 480,942,526 | $ (482,478,436) | $ 8,936 | |||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 48,100 | 3,583,846 |
STATEMENT OF STOCKHOLDERS' EQ_2
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Public Offering | ||
Common stock price per share | $ 1.58 | |
Prefunded warrants price share | 1.58 | |
Warrants price per share | $ 1.3 | |
Private Placement | ||
Common stock price per share | $ 540 | |
Warrants price per share | $ 346 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Activities: | ||
Net income/(loss) | $ (17,069,896) | $ (19,754,705) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 95,238 | 75,645 |
Share-based compensation | 2,243,445 | 5,478,734 |
Services paid in common stock | 92,750 | |
Gain on lease modification | (84,678) | |
Loss on disposal of assets | 77,210 | |
Operating lease asset amortization | 667,526 | 694,229 |
Loss on equity method investment | 232 | 27,361 |
Patent write off | 26,419 | |
Impairment loss | 3,283,715 | 0 |
Amortization of debt discount | 1,809,566 | 2,609,389 |
Inventory write off and reserve expense | 114,301 | |
Other | 4,497 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,769 | 47,481 |
Inventories | (124,760) | (23,111) |
Prepaid expenses and other current assets | 192,273 | (686,359) |
Accounts payable | (15,920) | (47,008) |
Related party payable | (62,933) | 22,164 |
Operating lease liabilities | (649,991) | (656,334) |
Accrued interest | 69,085 | 83,389 |
Accrued expenses | (202,230) | 1,618,053 |
Net cash (used in) operating activities | (9,536,879) | (10,506,575) |
Investing Activities: | ||
Purchase of property, plant and equipment | (3,857,783) | (169,357) |
Contributions to equity method investment | (83,559) | |
Patent activity costs | (19,583) | (12,556) |
Net cash provided by (used in) investing activities | (3,877,366) | (265,472) |
Financing Activities: | ||
Proceeds from issuance of convertible debt and warrants | 13,500,000 | |
Proceeds from issuance of stock and warrants | 10,289,228 | 5,000,000 |
Proceeds from issuance of Series 1B Preferred Stock | 900,000 | |
Payment of convertible debt and conversions payable | (6,237,712) | |
Payment of Series 1B Preferred Stock | (900,000) | |
Financing issuance cost | (1,088,796) | (2,206,695) |
Net cash provided by (used in) financing activities | 2,962,720 | 16,293,305 |
Effect of foreign exchange rate on cash | 17,240 | |
Net change in cash and cash equivalents | (10,434,285) | 5,521,258 |
Cash and cash equivalents at beginning of period | 11,483,018 | 5,961,760 |
Cash and cash equivalents at end of period | 1,048,733 | 11,483,018 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 293,842 | |
Non-Cash Transactions: | ||
Conversions of preferred stock, convertible notes, and conversions payable to equity | 3,082,400 | 10,507,101 |
Series 1A preferred stock conversion | 740 | |
Operating lease assets obtained in exchange for operating lease liabilities | 53,193 | |
Purchase and return of equipment purchased on credit | (202,558) | 159,119 |
Conversion of bridge loan into common stock and warrants | $ 1,000,000 | |
Conversion of prefunded warrants | 247 | |
Down round deemed dividend | $ 17,980,678 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | NOTE 1. ORGANIZATION Ascent Solar Technologies, Inc. (“Ascent” or the "Company") was incorporated on October 18, 2005 from the separation by ITN Energy Systems, Inc. (“ITN”) of its Advanced Photovoltaic Division and all of that division’s key personnel, core technologies, and certain trade secrets and royalty free licenses to use in connection with the manufacturing, developing marketing, and commercializing Copper-Indium-Gallium-diSelenide (“CIGS”) photovoltaic (“PV”) products. ITN, a private company incorporated in 1994, is an incubator dedicated to the development of thin film, PV, battery, fuel cell and nano technologies. Through its work on research and development contracts for private and governmental entities, ITN developed proprietary processing and manufacturing know how applicable to PV products generally, and CIGS PV products in particular. ITN formed Ascent to commercialize its investment in CIGS PV technologies. The Company focus is on integrating its PV products into scalable and high value markets such as agrivoltaics, aerospace, satellites, near earth orbiting vehicles, and fixed wing unmanned aerial vehicles (“UAV”). The value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in these industries, but also overcomes many of the obstacles other solar technologies face in these unique markets. Ascent has the capability to design and develop finished products for end users in these areas as well as collaborate with strategic partners to design and develop custom integrated solutions for products like fixed-wing UAVs. Ascent sees significant overlap of the needs of end users across some of these industries and can achieve economies of scale in sourcing, development, and production in commercializing products for these customers. On March 13, 2023, the Company redeployed its Thornton manufacturing facility as a Perovskite Center of Excellence and dedicated the facility to the industrial commercialization of the Company's patent-pending Perovskite solar technologies. On April 18, 2023, the Company completed its acquisition of the manufacturing assets of Flisom AG ("Flisom"), a Zurich based thin-film solar manufacturer and on June 16, 2023, exercised a put option to sell the assets (see Note 5). The Company has restarted production at its Thornton facility. On September 11, 2023, the Company effected a reverse stock split of the Company’s common stock at a ratio of one-for-two hundred (the “Reverse Stock Split”). The Company’s common stock began trading on a split-adjusted basis on September 12, 2023. Stockholders also received one whole share of common stock in lieu of a fractional share and no fractional shares were issued. All shares and per share amounts in the financial statements and accompanying notes have been retroactively adjusted to give effect to the Reverse Stock Split. Although the Company is focused on various markets for its product, the Chief Executive Officer makes significant operating decisions and assesses the performance of the Company as a single business segment. Accordingly, the Company has one reportable segment. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates: The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Equivalents: The Company classifies all short-term investments in interest bearing bank accounts and highly liquid debt securities purchased with an original maturity of three months or less to be cash equivalents. The Company maintains cash balances which may exceed federally insured limits. The Company does not believe this results in significant credit risk. Inventories: All inventories are stated at the lower of cost or net realizable value, with cost determined using the weighted average method. Inventory balances are frequently evaluated to ensure they do not exceed net realizable value. The computation for net realizable value takes into account many factors, including expected demand, product life cycle and development plans, module efficiency, quality issues, obsolescence and others. Management's judgment is required to determine reserves for obsolete or excess inventory. As of December 31, 2023, and 2022, the Company had inventory reserve balances of $ 105,915 and $ 338,348 , respectively. If actual demand and market conditions are less favorable than those estimated by management, additional inventory write downs may be required. Property, Plant and Equipment: Property, plant and equipment are recorded at the original cost to the Company. Assets are being depreciated over estimated useful lives of three to 10 years using the straight-line method, as presented in the table below, commencing when the asset is placed in service. Leasehold improvements are depreciated over the shorter of the remainder of the lease term or the life of the improvements. Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income. Expenditures for repairs and maintenance are expensed as incurred. Useful Lives in Years Manufacturing machinery and equipment 5 - 10 Furniture, fixtures, computer hardware/software 3 - 7 Leasehold improvements life of lease Patents: At such time as the Company is awarded patents, patent costs are amortized on a straight-line basis over the legal life on the patents, or over their estimated useful lives, whichever is shorter. As of December 31, 2023, and 2022, the Company had net patent costs of $ 53,978 and $ 79,983 , respectively. Of these amounts $ 6,678 and $ 25,847 represent costs net of amortization incurred for awarded patents, and the remaining $ 47,300 and $ 54,136 represents costs incurred for patent in process applications as of December 31, 2023 and 2022, respectively. During the years ended December 31, 2023 and 2022, the Company capitalized $ 19,583 and $ 12,556 in patent costs, respectively, as it worked to secure design rights and trademarks for newly developed products. Amortization expense was $ 19,169 and $ 19,168 for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, future amortization of patents is expected as follows: 2024 $ 6,493 2025 185 $ 6,678 Impairment of Long-lived Assets: The Company analyzes its long-lived assets (property, plant and equipment) and definitive-lived intangible assets (patents) for impairment, both individually and as a group, whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. Events that might cause impairment would include significant current period operating or cash flow losses associated with the use of a long-lived asset or group of assets combined with a history of such losses, significant changes in the manner of use of assets and significant negative industry or economic trends. An undiscounted cash flow analysis is calculated to determine if impairment exists. If impairment is determined to exist, any related loss is calculated using the difference between the fair value and the carrying value of the assets. During the years ended December 31, 2023 and 2022, the Company recognized an impairment charge of $ 3,283,715 and $ 0 , respectively. See Note 5 for further discussion on the impairment charge. Equity Method Investment: The Company accounts for its investments in stock of other entities over which the Company has significant influence, but not control, using the equity method of accounting. Under the equity method of accounting, the Company increases its investment for contributions made and records its proportionate share of net earnings, declared dividends and partnership distributions based on the most recently available financial statements of the investee. The Company re-evaluates the classification at each balance sheet date and when events or changes in circumstances indicate that there is a change in the Company’s ability to exercise significant influence. The Company evaluates its equity method investments for potential impairment whenever events or changes in circumstances indicate that there is an other-than-temporary decline in the value of the investment. Declines in fair value that are deemed to be other-than-temporary are charged to Other income (expense), net. Other Assets: Other assets is comprised of the following: As of December 31, 2023 2022 Lease security deposit $ 625,000 $ 625,000 Spare machine parts 603,797 589,985 Total Other Assets $ 1,228,797 $ 1,214,985 Related Party Payables: The Company accounts for fees due to board members in the related party payables account on the Balance Sheets. Convertible Notes : The Company issues, from time to time, convertible notes. Re fer to Note 10 for further information. Convertible Preferred Stock: The Company evaluates its preferred stock instruments under FASB ASC 480, "Distinguishing Liabilities from Equity" to determine the classification, and thereby the accounting treatment, of the instruments. Refer to Notes 11 and 12 for further discussion on the classification of each instrument. Product Warranties: The Company provides a limited warranty to the original purcha ser of products against defective materials and workmanship. Warranty accruals are recorded at the time of sale and are estimated based upon product warranty terms and historical experience. The Company assesses the adequacy of its liabilities and makes adjustments as necessary based on known or anticipated warranty claims, or as new information becomes available. Leases: The Company determines if an arrangement is a lease or contains a lease at the inception of the contract. The Company accounts for non-lease components, such as certain taxes, insurance and common area maintenance, separate from the lease arrangement. Operating lease liabilities, which represent the Company’s obligation to make lease payments arising from the lease, and corresponding Operating lease right-of-use assets, which represent the Company’s right to use an underlying asset for the lease term, are recognized at the commencement date of the lease based on the present value of fixed future payments over the lease term. The Company utilizes the lease term for which it is reasonably certain to use the underlying asset, including consideration of options to extend or terminate the lease. Incentives received from landlords are recorded as a reduction to the lease right-of-use assets. The Company does not recognize lease right-of-use assets and corresponding lease liabilities for leases with initial terms of 12 months or less. The Company calculates the present value of future payments using the discount rate implicit in the lease, if available, or its incremental borrowing rate. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. In determining the Company's operating lease right of use assets and operating lease liabilities, the Company applied these incremental borrowing rates to the minimum lease payments within the lease agreement. Revenue Recognition: Product revenue. The Company recognizes revenue for the sale of PV modules and other equipment sales at a point in time following the transfer of control of such products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For module and other equipment sales contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product is transferred to the customer. During the years ended December 31, 2023 and 2022 , the Company recognized product revenue of $ 397,886 and $ 694,286 , respectively. For the year ended December 31, 2023 , one customer from Switzerland represented 74 % of total product revenue and one domestic customer presented 23 % of the Company’s total product revenue. For the year ended December 31, 2022 , one customer represented 82 % of the Company's total product revenue. Milestone and engineering revenue. Each milestone and engineering arrangement is a separate performance obligation. The transaction price is estimated using the most likely amount method and revenue is recognized as the performance obligation is satisfied through achieving manufacturing, costs or engineering targets. During the years ended December 31, 2023 and 2022, the Company recognized total milestone revenue of $ 60,374 and $ 528,500 . Government contracts revenue. Revenue from government research and development contracts is generated under terms that include cost plus fee, cost share, or firm fixed price. The Company generally recognizes this revenue over time using cost-based input methods, which recognize revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract. In applying cost-based input methods of revenue recognition, we use the actual costs incurred relative to the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize. Cost based input methods of revenue recognition are considered a faithful depiction of our efforts to satisfy long-term government research and development contracts and therefore reflect the performance obligations under such contracts. Costs incurred that do not contribute to satisfying the Company's performance obligations are excluded from our input methods of revenue recognition as the amounts are not reflective of transferring control under the contract. Costs incurred towards contract completion may include direct costs plus allowable indirect costs and an allocable portion of the fixed fee. If actual and estimated costs to complete a contract indicate a loss, provision is made for the anticipated loss on the contract. No government contract revenue was recognized for the years ended December 31, 2023 and 2022 . Receivables and Allowance for Doubtful Accounts: Trade accounts receivable are recorded at the invoiced amount as the result of transactions with customers. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company estimates the collectability of accounts receivable using analysis of historical bad debts, customer creditworthiness and current economic trends. Reserves are established on an account-by-account basis and are written off against the allowance in the period in which the Company determines that is it probable that the receivable will not be recovered. The Company bills the government under cost-based research and development contracts at provisional billing rates which permit the recovery of indirect costs. These rates are subject to audit on an annual basis by the government agencies’ cognizant audit agency. The cost audit may result in the negotiation and determination of the final indirect cost rates. In the opinion of management, re-determination of any cost-based contracts will not have a material effect on the Company’s financial position or results of operations. As of December 31, 2023 and 2022, the Company had an accounts receivable, net balance of $ 0 and $ 1,769 , respectively. As of December 31, 2023 and 2022, the Company had an allowance for doubtful accounts of $ 0 and $ 26,000 , respectively. The payment terms and conditions in customer contracts vary. Customers required to prepay are represented by deferred revenues, included in Accrued Liabilities on the Balance Sheets, until the Company’s performance obligations are satisfied. Invoiced customers are typically required to pay within 30 days of invoicing. Deferred revenue was as follows: Balance as of January 1, 2022 $ 22,500 Additions 229,813 Recognized as revenue ( 239,313 ) Balance as of December 31, 2022 13,000 Additions 31,220 Recognized as revenue ( 43,285 ) Balance as of December 31, 2023 $ 935 Shipping and Handling Costs: The Company classifies shipping and handling costs for products shipped to customers as a component of “Cost of revenues” on the Company’s Statements of Operations. Customer payments of shipping and handling costs are recorded as a component of Revenues. Share-Based Compensation: The Company measures and recognizes compensation expense for all share-based payment awards made to employees, officers, directors, and consultants based on estimated fair values at grant date. The value of the portion of the award that is ultimately expected to vest, net of estimated forfeitures, is recognized as expense on a straight-line basis, over the requisite service period in the Company’s Statements of Operations. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates. Research, Development and Manufacturing Operations Costs: Research, development and manufacturing operations expenses were $ 3,222,283 and $ 5,975,921 for the years ended December 31, 2023 and 2022 , respectively. Research, development and manufacturing operations expenses include: 1) technology development costs, which include expenses incurred in researching new technology, improving existing technology and performing federal government research and development contracts, 2) product development costs, which include expenses incurred in developing new products and lowering product design costs, and 3) pre-production and production costs, which include engineering efforts to improve production processes, material yields and equipment utilization, and manufacturing efforts to produce saleable product. Research, development and manufacturing operations costs are expensed as incurred, with the exception of costs related to inventoried raw materials, work-in-process and finished goods, which are expensed as cost of revenue as products are sold. Marketing and Advertising Costs: Marketing and advertising costs are expensed as incurred. Marketing and advertising expenses were $ 93,474 and $ 7,605 for the years ended December 31, 2023 and 2022 , respectively. Other Income (Expense): For the year ended December 31, 2023, Other income (expense) includes the receipt of the employee retention tax credit of $ 769,983 , net of related expenses. Income Taxes: Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates as of the date of enactment. Interest and penalties, if applicable, would be recorded in income tax (benefit) / expense. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years ( 2020-2023 ) in these jurisdictions. The Company believes its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Therefore, no reserves for uncertain income tax positions have been recorded. Earnings per Share: Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. Basic EPS has been computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Income available to common stockholders includes dividends on cumulative preferred stock (whether or not earned). Diluted earnings per share have been computed by dividing net income adjusted on an if-converted basis for the period by the weighted average number of common shares and dilutive common shares outstanding (which consist primarily of warrants and convertible securities using the treasury stock method or the if-converted method, as applicable, to the extent they are dilutive). Approximately 1.1 million dilutive shares and 2.0 million dilutive warrants for the year ended December 31, 2023 and approximately 7,000 dilutive shares and 19,500 dilutive warrants for the year ended December 31, 2022 were omitted because they were anti-dilutive. Fair Value Estimates: Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses fair value hierarchy based on three levels of inputs, of which, the first two are considered observable and the last unobservable, to measure fair value: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Certain long-lived assets and current liabilities have been measured at fair value on a recurring and non-recurring basis. The carrying amount of our debt outstanding approximates fair value because the Company's current borrowing rate does not materially differ from market rates for similar bank borrowings and are considered to be Level 2. The carrying value for cash and cash equivalents, accrued expenses and other assets and liabilities approximate their fair values due to their short maturities. In addition to the items measured at fair value on a recurring basis, in conjunction with the significant impairment loss taken during the year ended December 31, 2023, the Company also measured certain property, plant and equipment at fair value on a nonrecurring basis. These fair value measurements rely primarily on our specific inputs and assumptions about the use of the assets, as observable inputs are not available. Accordingly, we determined that these fair value measurements reside primarily within Level 3 of the fair value hierarchy. Recently Adopted Accounting Standards On January 1, 2023, the Company adopted ASU 2020-06. The adoption resulted in the elimination of the beneficial conversion feature recognized on the Company’s convertible debt. The Company elected to apply the modified retrospective method to all open contracts as of January 1, 2023, and the cumulative effect of initially applying ASU 2020-06 was recognized as an adjustment to the Company’s retained earnings balance as of January 1, 2023. Comparative periods have not been restated and continue to be reported under the accounting standard in effect for those periods. The cumulative effect of the changes made to the Company’s January 1, 2023, Balance Sheet for the adoption of ASU 2020-06 is as follows: Balance at December 31, 2022 Adjustments Due to Adoption Balance at January 1, 2023 Liabilities Non-current convertible notes, net $ 5,268,399 $ 3,686,243 $ 8,954,642 Shareholders' equity Additional paid in capital 452,135,653 ( 3,795,874 ) 448,339,779 Accumulated deficit ( 447,537,493 ) 109,631 ( 447,427,862 ) The impact due to the change in accounting principle on net income and earnings per share for the year ended December 31, 2023 is as follows: Post ASU 2020-06 Pre ASU 2020-06 Difference Year Ended December 31, 2023 Net Loss $ ( 17,069,896 ) $ ( 25,739,479 ) $ 8,669,583 Net Loss attributable to common shareholders ( 35,050,574 ) ( 43,720,157 ) 8,669,583 Earnings Per Share (Basic and Diluted) $ ( 34.19 ) $ ( 42.65 ) $ ( 8.46 ) Recently Issued Accounting Standards In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvement to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 improves segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Management is evaluating the impact of this ASU on the Company's financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 improves income tax disclosures by requiring public entities annually to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 is effective for public entities for annual periods beginning after December 15, 2024. Entities are permitted to early adopt the standard for annual financial statements that have not yet been issued or made available for issuance. Management is evaluating the impact of this ASU on the Company's financial statements. |
LIQUIDITY, CONTINUED OPERATIONS
LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2023 | |
Liquidity And Continued Operations [Abstract] | |
LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN | NOTE 3. LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN During March 2023, the Company redeployed its Thornton manufacturing facility to focus on industrial commercialization of the Company's patent-pending Perovskite solar technologies. In April 2023, the Company purchased manufacturing assets in Zurich, Switzerland with plans to commence manufacturing using this equipment; however, in June 2023, Management exercised its put option to sell the this equipment (see Note 5) and restarted production at its Thornton facility and currently has limited PV production. The Company will continue to focus on integrating its PV products into scalable and high value markets which includes agrivoltaics, aerospace, etc. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented its relaunch strategy. During the year ended December 31, 2023 the Company used $ 9,536,879 in cash for operations. As of December 31, 2023, the Company had $ 5,761,067 in current liabilities. Additionally, projected product revenues are not anticipated to result in a positive cash flow position for the year 2024 overall and, as of December 31, 2023, the Company has a working capital deficit of $ 4,225,559 . As such, additional financing will be required for the Company to reach a level of sufficient sales to achieve profitability. The Company continues to seek additional funding through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company's revenues do not increase rapidly, and/or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs and/or sell assets. Such actions would likely have an adverse impact on the Company's future operations. As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern. Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4. RELATED PARTY TRANSACTIONS On September 15, 2021, the Company entered into a Long-Term Supply and Joint Development Agreement (“JDA”) with TubeSolar, a former significant stakeholder in the Company. Under the terms of the JDA, the Company would produce, and TubeSolar will purchase, thin-film PV foils (“PV Foils”) for use in TubeSolar’s solar modules for agricultural photovoltaic (“APV”) applications that require solar foils for its production. Additionally, the Company will receive (i) up to $ 4 million of non-recurring engineering (“NRE”) fees, (ii) up to $ 13.5 million of payments upon achievement of certain agreed upon production and cost structure milestones and (iii) product revenues from sales of PV Foils to TubeSolar. The JDA has no fixed term, and may only be terminated by either party for breach. No revenue was recognized under this agreement during the year ended December 31, 2023. The Company recognized $ 512,000 of NRE revenue and $ 3,000 product revenue under the JDA during the year ended December 31, 2022. The Company and TubeSolar also established Ascent Solar Technologies Germany GmbH (“Ascent Germany”), in which TubeSolar holds of 30 % of the entity. Ascent Germany was established to jointly establish and operate a PV manufacturing facility in Germany that would produce and deliver PV Foils exclusively to TubeSolar. Until Ascent Germany’s facility is fully operational, PV Foils will be manufactured in the Company’s existing facility in Thornton, Colorado. The Company accounts for this investment as an equity method investment as it does not have control of this entity, but does have significant influence over the activities that most significantly impact the entity’s operations and financial performance. The Company contributed $ 0 and $ 83,559 Ascent Germany during the years ended December 31, 2023 and 2022, respectively. The Company currently cannot quantify its maximum exposure in this entity. In June, 2023, TubeSolar filed an application for insolvency proceedings with the competent insolvency court due to insolvency and Management continues to monitor this situation. |
ASSET ACQUISITION
ASSET ACQUISITION | 12 Months Ended |
Dec. 31, 2023 | |
Asset Acquisition [Abstract] | |
ASSET ACQUISITION | NOTE 5. ASSET ACQUISITION On April 17, 2023 , the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Flisom (the “Seller”), pursuant to which, among other things, the Company purchased certain assets relating to thin-film photovoltaic manufacturing and production from the Seller (collectively, the “Assets”), including (i) certain manufacturing equipment located at Seller’s Niederhasli, Switzerland facility (the “Manufacturing Facility”) and (ii) related inventory and raw materials at the Manufacturing Facility (collectively, the “Transaction”). In connection with the Transaction, the Company also acquired, by operation of Swiss law, the employment contracts of certain employees of Seller in Switzerland who are functionally predominantly working with the Assets, subject to such employees being offered the right to remain employed by Seller after the closing of the Transaction. The total consideration paid by the Company to Seller in connection with the Transaction was an aggregate amount in cash equal to $ 2,800,000 . At the Closing, the Company and Seller also entered into (i) a Transition Services Agreement requiring the Seller to provide transition support for the Company’s operation of the Assets, with fees to be paid by the Company for performing defined support services, (ii) a Sublease Agreement allowing the Company’s to use the Manufacturing Facility where the Assets are located, and (iii) a Technology License Agreement, pursuant to which Seller granted the Company a revocable, non-exclusive license to certain intellectual property rights of the Seller used in the operation of the Assets (the “Licensed IP”), subject to certain encumbrances on the Licensed IP in favor of Seller’s lender. The Company will also receive proceeds from fulfilling a supply agreement obligation for one of the Seller’s customers. The total purchase price, including transaction costs of $ 1,283,926 , was allocated as follows: Asset Price Allocation Inventory Raw Material $ 130,030 Finished Goods 62,427 Other Assets 98,746 Fixed Assets Manufacturing machinery and equipment 3,682,621 Furniture, fixtures, computer hardware and 110,102 In addition to the Asset Purchase Agreement, on April 20, 2023 , the Company entered into a letter agreement (the “Letter Agreement”) with FL1 Holding GmbH, a German company (“FL1”) that is affiliated with BD 1 Investment Holding, LLC (“BD1”), a former affiliate of the Company, BD1 and BD Vermögensverwaltung GmbH (“BD”), the parent entity of FL1 (collectively, the “Affiliates”), in connection with the prospective acquisition by FL1 of substantially all shares in Seller following the Closing, subject to the satisfaction of certain terms and conditions. The Letter Agreement, among other things, granted the Company the option, but not the obligation, (i) to purchase certain intellectual property rights of Seller relating to thin-film photovoltaic manufacture and production for $ 2,000,000 following the release of certain liens on such intellectual property rights in favor of Seller’s lender, and (ii) for a period of 12 months following the Closing, to resell the Assets to the Affiliates for an aggregate amount equal to $ 5,000,000 , with such transaction to close within 90 days following the exercise of the Company’s resale right. On June 16, 2023, the Company exercised its option to resell the Assets to the Affiliates. The Company has not received payment on this option and Management continues to discuss with the Affiliates the Company's options and rights to resolve this matter. In September, 2023, Flisom filed for bankruptcy in Switzerland. These proceeding are in the initial phase and the Company's purchased Assets are located in the Manufacturing Facility. Management continues to be in discussion with the Facility landlord to resolve this matter. As the purchased Assets were no longer being utilized for its intended purpose and because the put option is in default, Management concluded that there was a change in circumstance that could indicate that the carrying value of of the Assets may not be recoverable. Based on Management's analysis, Management concluded the undiscounted cash flows were not sufficient to recover the Asset's carrying value and recorded an impairment loss of $ 3,283,715 during the year ended December 31, 2023. The impairment loss represented the difference between the estimated fair value and the carrying value of the Assets. Management estimated the fair value of these Assets using Company specific inputs (including historical and forecasted information) and the Company's assumptions about the use of the Assets as observable inputs are not available. Inputs includes projected selling prices net of projected transaction costs. This analysis incorporated many different assumptions and estimates which involve a high degree of judgment. These assumptions and estimates, which may change significantly in the future, have a substantial impact on the actual impairment loss recorded. As of Dec ember 31, 2023, the Company's remaining book value of the Assets was approximately $ 0.8 million and the Company had a payable to Flisom of approximately $ 0.8 million. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 6. PROPERTY, PLANT AND EQUIPMENT The following table summarizes property, plant and equipment as of December 31, 2023 and 2022: As of December 31, 2023 2022 Furniture, fixtures, computer hardware and computer software $ 468,588 $ 482,235 Leasehold improvements 15,995 87,957 Manufacturing machinery and equipment 20,661,222 21,739,504 Manufacturing machinery and equipment, in progress 32,087 280,473 Depreciable property, plant and equipment 21,177,892 22,590,169 Less: Accumulated depreciation and amortization ( 20,131,008 ) ( 22,038,508 ) Net property, plant and equipment $ 1,046,884 $ 551,661 Depreciation expense for the years ended December 31, 2023 and 2022 was $ 76,069 and $ 56,477 , respectively. Fixed assets includes approximately $ 786,000 of manufacturing machinery and equipment that are located in Switzerland. Depreciation expense is recorded under “Depreciation and amortization expense” in the Statements of Operations. |
OPERATING LEASES
OPERATING LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
OPERATING LEASES | NOTE 7. OPERATING LEASES In September 2020, the Company commenced a operating lease for approximately 100,000 rentable square feet for its manufacturing and operations. The building lease term is for 88 months commencing on September 21, 2020 at a rent of $ 50,000 per month including taxes, insurance and common area maintenance until December 31, 2020. Beginning January 1, 2021, the rent adjusted to $ 80,000 per month on a triple net basis and shall increase at an annual rate of 3 % per annum until December 31, 2027. Effective September 1, 2023, the lease was amended to reduce the rentable square feet from 100,000 to approximately 75,000 square feet and the rent and tenant share of expenses were decreased in proportion to the reduction in rentable square feet. The Company recorded this as a lease modification in accordance with ASC 842, Leases, and recorded a reduction to the right of use asset and lease liability of $ 1,292,316 and $ 1,376,994 , respectively. The Company recognized a gain on the lease modification of $ 84,678 , which was recorded as other income in the Statement of Operations. As of December 31, 2023 and 2022, assets and liabilities related to the Company's lease were as follows: As of December 31, 2023 2022 Operating lease right-of-use assets, net $ 2,364,672 $ 4,324,514 Current portion of operating lease liability 491,440 733,572 Non-current portion of operating lease liability 2,043,025 3,827,878 During the years ended December 31, 2023 and 2022 the Company recorded operating lease costs included in Selling, general, and administrative expenses on the Statement of Operations of $ 961,333 and $ 1,042,346 , respectively. Future maturities of the operating lease liability are as follows: 2024 $ 769,129 2025 792,203 2026 815,969 2027 840,449 Total lease payments $ 3,217,750 Less amounts representing interest $ ( 683,285 ) Present value of lease liability $ 2,534,465 The remaining weighted average lease term and discount rate of the operating lease is 48.0 months and 12.0 % , respectively. During the years ended December 31, 2023 and 2022, the Company recorded short term lease expense of approximately $ 326,400 and $ 16,200 , respectively. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 8. INVENTORIES Inventories consisted of the following at December 31, 2023 and 2022: As of December 31, 2023 2022 Raw materials $ 445,721 $ 577,799 Work in process 1,775 37,351 Finished goods — 133 Total $ 447,496 $ 615,283 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 9. NOTES PAYABLE Prior to 2020, the Company entered into an agreement with A vendor (“Vendor”) to convert the balance of their account into a note payable in the amount of $ 250,000 . The note bears interest of 5 % per annum and matured on February 28, 2018. As of December 31, 2023, the Company had not made any payments on this note and the accrued interest was $ 81,336 . and the note is due upon demand. This note is recorded as Other payable in the Balance Sheets. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 10. CONVERTIBLE NOTES The following tables provide a summary of the activity of the Company's convertible notes: Principal New Notes Notes Principal Less: Net BD1 Notes $ 9,900,000 $ — $ ( 2,000,000 ) $ ( 7,900,000 ) $ — $ — $ — Nanyang Note 500,000 — 1,000,000 ( 1,500,000 ) — — — Fleur — — 1,000,000 ( 1,000,000 ) — — — Sabby — 7,500,000 — ( 107,101 ) 7,392,899 ( 4,777,643 ) 2,615,256 L1 — 7,500,000 — — 7,500,000 ( 4,846,857 ) 2,653,143 $ 10,400,000 $ 15,000,000 $ — $ ( 10,507,101 ) $ 14,892,899 $ ( 9,624,500 ) $ 5,268,399 Principal Balance 12/31/2022 Principal Settled Principal Balance 12/31/203 Less: Discount Net Sabby $ 7,392,899 $ ( 7,392,899 ) $ — $ — $ — L1 7,500,000 ( 7,093,333 ) 406,667 ( 51,731 ) 354,936 $ 14,892,899 $ ( 14,486,232 ) $ 406,667 $ ( 51,731 ) $ 354,936 BD1 Convertible Note Prior to January 1, 2022, the Company entered into a securities exchange agreement (“BD1 Exchange Agreement”) with BD1, who had previously acquired $ 6,252,000 of principal of existing unsecured debt and $ 1,145,000 of accrued interest from a number of investors. Pursuant to the terms of the BD1 Exchange Agreement, BD1 agreed to surrender and exchange all of its outstanding promissory notes with principal balances of approximately $ 10.4 million (including accrued interest and default penalties). In exchange, the Company issued to BD1 two unsecured convertible notes with an aggregate principal amount of $ 10,500,000 (“BD1 Exchange Notes”). The BD1 Exchange Notes do not bear any interest, and will mature on December 18, 2025 . BD1 has the right, at any time until the BD1 Exchange Notes are fully paid, to convert any outstanding and unpaid principal into shares of Common Stock at a fixed conversion price equal to $ 100 per share. Accordingly, the Company would issue 105,000 shares of Common Stock upon a full conversion of the BD1 Exchange Notes. As of January 1, 2022, the outstanding principal balance was $ 9,900,000 . The Company accreted the discount on the remaining principal to interest expense, ratably, over the life of the note. On January 3, 2022, BD1 assigned $ 1,000,000 of its convertible notes to Fleur Capital Pte Ltd (“Fleur”). On January 21, 2022, BD1 assigned $ 1,000,000 of its convertible notes to Nanyang . The aggregate remaining principal balance held by BD1 after these assignments was $ 7,900,000 . On February 1, 2022, BD1 converted all of their remaining $ 7,900,000 aggregate outstanding principal amount into 79,000 shares of common stock. The remaining discount of approximately $ 1,721,000 was charged to interest expense upon conversion. Nanyang Convertible Note Prior to January 1, 2022, Nanyang acquired $ 500,000 of the BD1 Exchange Notes from BD1 with the same terms. On January 21, 2022, as discussed above, BD1 assigned an additional $ 1,000,000 of the BD1 Convertible Notes to Nanyang with the same terms. On February 2, 2022, Nanyang converted $ 600,000 of their convertible notes into 6,000 shares of common stock. The associated discount on the converted portion of the notes of approximately $ 133,000 was charged to interest expense. In July 2022, the Company and Nanyang agreed to waive the 4.99 % cap on securities beneficially owned by Nanyang and its affiliates. On July 11, 2022, Nanyang converted all of their remaining $ 900,000 balance of their convertible notes into 9,000 shares of common stock. The remaining associated discount of approximately $ 176,000 on the note was charged to interest expense. Fleur Convertible Note On January 21, 2022, as discussed above, BD1 assigned $ 1,000,000 of the BD1 Convertible Notes to Fleur with the same terms. On February 2, 2022, Fleur converted $ 700,000 of their convertible notes into 7,000 shares of common stock. The associated discount on the converted portion of the notes of approximately $ 155,000 was charged to interest expense. In July 2022, the Company and Fleur agreed to waive the 4.99 % cap on securities beneficially owned by Fleur. On July 11, 2022, Fleur converted all of their remaining $ 300,000 balance of their convertible notes into 3,000 shares of common stock. The remaining associated discount of approximately $ 59,000 on the note was charged to interest expense. Sabby / L1 Convertible Note On December 19, 2022, the Company entered into a Securities Purchase Contract (the “Purchase Contract”) with two institutional investors (each, an “Investor” and collectively, the “Investors”) for the issuance of $ 12,500,000 in aggregate principal amount of Senior Secured Original Issue 10 % Discount Convertible Advance Notes, for a purchase price of $ 11,250,000 in cash, net of an original issuance discount of $ 1,250,000 (the “Registered Advance Notes”), which matures in 18 month s, bears 4.5 % interest per annum, payable, at the option of the Company, in kind or in cash, subject to certain conditions, and is convertible, at the option of the holders from time to time, into shares of the Company’s Common Stock, or repayable in cash at maturity. Under the Purchase Contract, in a concurrent private placement (the “Private Placement”), the Company issued to the Investors an additional $ 2,500,000 in aggregate principal amount of Senior Secured Original Issue 10 % Discount Convertible Advance Notes, for a purchase price of $ 2,250,000 in cash, net of an original issuance discount of $ 250,000 (the “Private Placement Advance Notes” and, together with the Registered Advance Notes, the “Advance Notes”), which matures in 18 months , bears 4.5 % interest per annum, payable, at the option of the Company, in kind or in cash, subject to certain conditions, and is convertible, at the option of the holders from time to time, into shares of the Company’s Common Stock, or repayable in cash at maturity. The Advanced Notes are secured by a pledge of all assets of the Company pursuant to a Security Agreement, dated as of December 19, 2022. The Investors can converted the Advanced Notes into shares of the Company’s Common Stock at a conversion price, which is equal to the lower of (1) a 30 % premium to the average of the five most recent daily volume weighted average price (“VWAPs”) of the Common Stock as measured on the day prior to the issuance of the Registered Advance Notes (the “Fixed Conversion Price”) and (2) 92.5 % of the three lowest VWAPs of the Common Stock on the 10 trading days preceding delivery of a Conversion Notice by an Investor. The conversion price cannot be less than $ 114 if required in accordance with the rules and regulations of Nasdaq. An Investor (together with its affiliates) may not convert any portion of such Investor’s Advance Notes to the extent that the Investor would beneficially own more than 4.99 % of the Company’s outstanding shares of Common Stock after conversion, except that upon at least 61 days prior notice from the Investor to the Company, the Investor may increase the maximum amount of its beneficial ownership of the Company’s outstanding shares of Common Stock after converting the holder’s Advance Notes to up to 9.99 % of the number of shares of Common Stock outstanding immediately after giving effect to the conversion. Additionally, the Investors have the option to require early prepayment of the principal amount of the Registered Advance Notes in cash from up to 30 % of the gross proceeds of any subsequent issuance by the Company, for cash, of shares of the Company’s Common Stock or convertible securities, or any combination of units thereof. The Company, pursuant to the terms in the Purchase Contract, 210 days after the date of the Purchase Contract, may request that one of the Investors (the “Additional Advance Notes Investor”) acquire from the Company for a purchase price equal to 90 % of the principal amounts thereof, additional Advance Notes (the “Additional Advance Notes”) to be issued in a registered direct offering in an aggregate principal amount not to exceed $ 1,000,000 (or, with the consent of the Additional Advance Notes Investor, $ 2,000,000 ) in any given month, up to an aggregate principal amount of $ 35,000,000 of Additional Advance Notes, provided, however, that no more than one Additional Advance Note may be issued during any 30-day period . The Company also issued to the Investors warrants to purchase up to 12,568 shares of Common Stock (the “Warrants”), which have a five-year term and an exercise price of $ 786 per share, in each case subject to adjustment in accordance with the terms thereof. The Warrants are exercisable for cash. If, at the time the holder exercises any Warrants, a registration statement registering the issuance of the shares of Common Stock underlying the Warrants is not then effective or available for the issuance of such shares, then the Warrants may be net exercised on a cashless basis according to a formula set forth in the Warrants. On December 19, 2022, the Company received $ 13,500,000 of gross proceeds from the Investors. The $ 13,500,000 was allocated between the Advanced Notes and Warrants purchased based on the relative fair value of these instruments. The fair value of the Advanced Notes was estimated as the proceeds received and the fair value of the Warrants was determined using the Black Scholes model using the following inputs and are both considered to be Level 2 inputs on the fair value hierarchy: Warrants Expected stock price volatility 129.5 % Dividend yield 0 % Risk-free interest rate 3.7 % Expected life of the warrants (in years) 2.5 Additionally, the Company determined the conversion feature was beneficial to the Investors at the date of issuance. The Company allocated a portion of the proceeds to the beneficial conversion feature ("BCF") based on its intrinsic value. The Company then allocated transaction costs based on these allocations resulting in the following allocation of proceeds: Principal Amount Allocation Original Note Discount Transaction Costs Net Amount Convertible Debt $ 15,000,000 $ ( 7,480,058 ) $ ( 1,500,000 ) $ ( 930,678 ) $ 5,089,264 Warrants — 2,990,029 — ( 462,256 ) 2,527,773 BCF — 4,490,029 — ( 694,155 ) 3,795,874 $ 15,000,000 $ — $ ( 1,500,000 ) $ ( 2,087,089 ) $ 11,412,911 On March 29, 2023 and on April 12, 2023, the Company and each of the Investors amended the agreements (the “Amendment”), to waive the event of default, provide a prepayment schedule for the Advance Notes held by each of the Investors, and reduce the floor price to $ 40 . After giving effect to the Amendment, the Advance Notes will be prepaid by the Company in cash on the following dates and in the following aggregate amounts, at a price equal to 100 % of the principal amount of the Advance Notes to be prepaid plus accrued and unpaid interest thereon (if any). The Company’s failure to comply with the terms of the Amendment would constitute an “Event of Default” under the Advance Notes. Prepayment Date Aggregate April 3, 2023 $ 333,333 April 13, 2023 333,333 May 18, 2023 666,667 June 19, 2023 666,667 $ 2,000,000 On May 22, 2023, the Investors and the Company agreed to defer for 90 days each of the two prepayments of $ 666,667 that were scheduled for May 18, 2023 and June 19, 2023. Accordingly, (i) the May 18, 2023 payment was deferred until August 16, 2023 , and (ii) the June 19, 2023 payment was delayed until September 17, 2023 . On May 25, 2023, the Company and each of the Investors entered into a Waiver and Amendment Agreement (the “Second Amendment”) relating to the Securities Purchase Contract and the Advance Notes. Pursuant to the Second Amendment, the Company and each of the Investors agreed to amend the Advance Notes to provide that if the Company receives a Notice of Conversion at a time that the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect Price, without regard to the Floor Price (the “Applicable Conversion Price”), is less than the Floor Price then in effect, the Company shall issue a number of shares equal to the Conversion Amount divided by such Floor Price and, at its election (x) pay the economic difference between the Applicable Conversion Price and such Floor Price (the “Outstanding Conversion Amount”) in cash at such time or (y) pay the Outstanding Conversion Amount following the consummation of a reverse stock split by the Company (1) in cash or (2) by issuing to the Holder a number of shares of Common Stock with an aggregate value equal to the Outstanding Conversion Amount, with the value per share of Common Stock for purposes of such calculation equal to (i) if such shares are issued on or prior to August 23, 2023, the daily VWAP of the Common Stock on the Trading Day following the date of the consummation of such reverse stock split or (ii) if such shares are issued after August 23, 2023, 90 % of the daily VWAP of the Common Stock on the Trading Day following the date of the consummation of such reverse stock split. The Company records the Outstanding Conversion Amounts as Conversions Payable on the Balance Sheets. During the year ended December 31, 2023, the Company settled $ 14.5 million of principal as follows: Principal Settled Principal converted into stock $ 6,990,269 Principal converted into conversions payable 6,470,540 Cash Payments 1,025,423 Total Principal Settled $ 14,486,232 On December 1, 2023, the Company and each of the Investors agreed that future stock payments of existing conversion payable liabilities will be at an issue price of 100 % of the VWAP of the Common Stock on the conversion date, but the conversion price may not be less than the revised Floor Price of $ 0.65 . The Conversion payable activity for the year ended December 31, 2023 was as follows: Conversions payable Balance at January 1, 2023 $ — Additions to conversions payable 6,470,540 Cash payments ( 5,211,738 ) Conversions payable settled in stock ( 169,642 ) Balance at December 31, 2023 $ 1,089,160 During the years ended December 31, 2023 and 2022, the Company issued 465,574 and 350 shares of common stock, respectively, under the Securities Purchase Contract. During the year ended December 31, 2023, the Company recognized $ 4,077,510 in accelerated discounts in Additional Paid-in Capital on the Statements of Changes in Stockholders' Equity (Deficit). The Securities Purchase Contract also included certain warrants to purchase up to 12,567 shares of common stock (the "Warrants"). The Warrants were issued with an exercise price equal to $ 786 per share, subject to certain adjustments in certain events, including the future issuance by the Company of securities with a purchase or conversion, exercise or exchange price that is less than the exercise price of the Warrants then in effect at any time. On April 14, 2023 the Company entered a securities purchase agreement (“SPA”) with Lucro Investments VCC-ESG Opportunities Fund (“Lucro”) for an approximate $ 9 million private placement (the “Private Placement”) of an aggregate of 37,500 shares of the Company’s Common Stock. The per share purchase price for the Shares was $ 240 per share. The terms of the SPA with Lucro triggered certain adjustments to the Advance Notes and the Warrants in accordance with the existing terms of the outstanding Advance Notes and the outstanding Warrants. Following these adjustments: 1. The fixed conversion price of the remaining principal outstanding on the Advance Notes was lowered to $ 73.22 per share of Common Stock; 2. The exercise price of the outstanding Warrants was lowered to $ 73.22 per share of Common Stock; and 3. The number of shares that the Warrants are exercisable for increased from 12,567 to 134,904 shares of Common Stock. On June 29, 2023 the Company entered a securities purchase agreement (“Series 1B SPA”) with accredited investors (the "Accredited Investors") for the private placement of $ 900,000 for 900 shares of the Company’s newly designated Series 1B Convertible Preferred Stock (“Series 1B Preferred Stock”) (Note 13). Shares of the Series 1B Preferred Stock are convertible at the option of the holder into common stock at an initial conversion price of equal to $ 28.00 per share. The terms of the Series 1B SPA triggered certain further adjustments to the Advance Notes and the Warrants in accordance with the existing terms of the outstanding Advance Notes and the outstanding Warrants. Following these further adjustments in June 2023: 1. The fixed conversion price of the remaining principal outstanding on the Advance Notes was lowered to $ 25.36 per share of Common Stock; 2. T he exercise price of the outstanding Warrants was lowered to $ 25.36 per share of Common Stock; and 3. The number of shares that the Warrants are exercisable for increased from 134,904 to 389,500 shares of Common Stock. On September 28, 2023 , the Company entered into a placement agency agreement (the “Placement Agent Agreement”) with Dawson James Securities Inc. (“Dawson James”) pursuant to which the Company engaged Dawson James as the placement agent for a registered public offering by the Company (the “Offering”), of an aggregate of 3,572,635 units (“Units”) at a price of $ 2.88 per Unit, for gross proceeds of approximately $ 10.3 million, before deducting offering expenses. The terms of the Offering triggered certain further adjustments to the Advance Notes and the Warrants in accordance with the existing terms of the outstanding Advance Notes and the outstanding Warrants. Following these further adjustments in October 2023: 1. The fixed conversion price of the approximately then outstanding $ 400,000 principal amount currently outstanding Advance Notes has been lowered to $ 1.76 per share of Common Stock; 2. The exercise price of the outstanding Warrants has been lowered to $ 1.76 per share of Common Stock; and 3. The number of shares that the Warrants are exercisable for has been increased from 389,500 to 5,596,232 shares of Common Stock. Pursuant to ASC 260, Earnings per Share, the Company recorded a deemed dividend for the down round adjustments of $ 17,980,678 which reduced income available to common shareholders in the Company's earnings per share calculations. The discount on the note is recorded as interest expense ratably over the term of the note. Interest payable on the Advance Notes, as of December 31, 2023 and 2022 was approximately $ 29,900 and $ 22,100 , respectively. The Company recognized $ 301,700 and $ 22,100 in interest expense for the years ended December 31, 2023 and 2022, respectively and recognized $ 1,809,000 and $ 286,200 as interest expense for the amortization of the discount for the years ended December 31, 2023 and 2022. |
SERIES A PREFERRED STOCK
SERIES A PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Series A Preferred Stock | NOTE 11. SERIES A PREFERRED STOCK Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of 8 % per annum when and if declared by the Board of Directors at its sole discretion. The dividends may be paid in cash or in the form of common stock (valued at 10 % below market price, but not to exceed the lowest closing price during the applicable measurement period), at the discretion of the Board of Directors. The dividend rate on the Series A Preferred Stock is indexed to the Company's stock price and subject to adjustment. The Series A Preferred Stock may be converted into shares of common stock at the option of the Company if the closing price of the common stock exceeds $ 232 million, as adjusted, for twenty consecutive trading days, or by the holder at any time. The Company has the right to redeem the Series A Preferred Stock at a price of $ 8.00 per share, plus any accrued and unpaid dividends. At December 31, 2023 , the preferred shares were not eligible for conversion to common shares at the option of the Company. The holder of the preferred shares may convert to common shares at any time. After making adjustment for the Company’s prior reverse stock splits, all 48,100 outstanding Series A preferred shares are convertible into less than one common share. Upon any conversion (whether at the option of the Company or the holder), the holder is entitled to receive any accrued but unpaid dividends. Except as otherwise required by law (or with respect to approval of certain actions), the Series A Preferred Stock shall have no voting rights. Upon any liquidation, dissolution or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, the holders of Series A Preferred Stock shall be entitled to receive, pari passu with any distribution to the holders of common stock of the Company, an amount equal to $8.00 per share of Series A Preferred Stock plus any accrued and unpaid dividends. As of December 31, 2023, there were 48,100 shares of Series A Preferred Stock outstanding and accrued and unpaid dividends, included as Accrued Interest on the Balance Sheet, of $ 514,269 . As of December 31, 2022 , there $ 465,501 of accrued and unpaid dividends included as Accrued Interest on the Balance Sheet. |
SERIES 1A PREFERRED STOCK
SERIES 1A PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Series 1A Preferred Stock | NOTE 12. SERIES 1A PREFERRED STOCK Each share of Series 1A Preferred Stock has an original issue price of $ 1,000 per share. Shares of the Series 1A Preferred Stock are convertible into common stock at a fixed conversion price equal to $ 100 per common share, subject to standard ratable anti-dilution adjustments. Outstanding shares of Series 1A Preferred Stock are entitled to vote together with the holders of common stock as a single class (on an as-converted to common stock basis) on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stock holders (or written consent of stockholders in lieu of meeting). Holders of the Series 1A Preferred Stock are not entitled to any fixed rate of dividends. If the Company pays a dividend or otherwise makes a distribution payable on shares of common stock, holders of the Series 1A Preferred Stock will receive such dividend or distribution on an as-converted to common stock basis. There are no specified redemption rights for the Series 1A Preferred Stock. Upon liquidation, dissolution or winding up, holders of Series 1A Preferred Stock will be entitled to be paid out of the Company’s assets, prior to the holders of our common stock, an amount equal to $ 1,000 per share plus any accrued but unpaid dividends (if any) thereon. As of January 1, 2022, Crowdex Investment, LLC ("Crowdex") owned 1,300 shares of Series 1A Preferred Stock and TubeSolar owned 2,400 shares of Series 1A Preferred Stock. On February 1, 2022, Crowdex converted their 1,300 shares of Series 1A Preferred Stock into 13,000 shares of common stock and TubeSolar converted their 2,400 shares of Series 1A Preferred Stock into 24,000 shares of common stock. |
SERIES 1B PREFERRED STOCK
SERIES 1B PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Series 1B Preferred Stock | NOTE 13. SERIES 1B PREFERRED STOCK On June 29, 2023 , the Company entered into the Series 1B SPA with Accredited Investors for the private placement of 900 shares of Series 1B Preferred Stock for $ 900,000 gross proceeds. The Series 1B Preferred Stock ranks senior to the common stock with respect to dividends and rights upon liquidation. Holders of the Series 1B Preferred Stock do not have voting rights and are not entitled to any fixed rate of dividends; however, if the Company pays a dividend or otherwise makes a distribution or distributions payable on shares of common stock, then the Company will make a dividend or distribution to the holders of the Series 1B Preferred Stock in such amounts as each share of Series 1B Preferred Stock would have been entitled to receive if such share of Series 1B Preferred Stock was converted into shares of common stock at the time of payment of the stock dividend or distribution. There is no scheduled or mandatory redemption for the Series 1B Preferred Stock and there is no redemption for the Series 1B Preferred Stock exercisable (i) at the option of the Investor, or (ii) at the option of the Company. Upon our liquidation, dissolution or winding up, holders of Series 1B Preferred Stock will be entitled to be paid out of the Company assets, prior to the holders of our common stock, an amount equal to $ 1,000 per share plus any accrued but unpaid dividends (if any) thereon. Shares of the Series 1B Preferred Stock are convertible at the option of the holder into common stock at an initial conversion price of equal to $ 28.00 per share. The conversion price for the Series 1B Preferred Stock is subject to adjustment on the earliest of the date that (a) a resale registration statement relating to the shares of common stock underlying the Series 1B Preferred Stock has been declared effective by the SEC, (b) all of such underlying shares of common stock have been sold pursuant to SEC Rule 144 or may be sold pursuant to SEC Rule 144 without volume or manner-of-sale restrictions, (c) the one year anniversary of the closing provided that a holder of such underlying shares is not an affiliate of the Company or (d) all of such underlying shares may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions (such earliest date, the “Reset Date”). On the Reset Date, the conversion price shall be equal to the lower of (i) $ 28.00 and (ii) 90 % of the lowest VWAP for the Company’s common stock out of the 10 trading days commencing 5 trading days immediately prior to the Reset Date, provided that the conversion price may not be adjusted to less than $ 10.00 per share. Holders of the Series 1B Preferred Stock (together with its affiliates) may not convert any portion of such Investor’s Series 1B Preferred Stock to the extent that the holder would beneficially own more than 4.99 % of the Company’s outstanding shares of common stock after conversion, except that upon at least 61 days’ prior notice from the holders to the Company, the holder may increase the maximum amount of its beneficial ownership of outstanding shares of the Company’s Common Stock after converting the holder’s Series 1B Preferred Stock up to 9.99 % of the number of shares of Common Stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series 1B Preferred Stock. On October 2, 2023, with the closing of the Public Offering (Note 14), the Company retired the $ 900,000 of Series 1B Preferred Stock. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 14. STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock At, the Company had 500 million shares of common stock, $ 0.0001 par value, authorized for issuance. Each share of common stock has the right to one vote. As of December 31, 2023, the Company had 3,583,846 shares of common stock outstanding. The Company has not declared or paid any dividends related to the common stock through December 31, 2023. Private Placement Offering On August 4, 2022, the Company received $ 1,000,000 of gross proceeds pursuant to an unsecured convertible promissory note (the “Bridge Note”) sold and issued to Lucro Investments VCC – ESG Opportunities Fund (“Lucro”), an affiliate of Fleur. The Bridge Note matures on February 3, 2023 (the “Maturity Date”) and does not bear interest (except in the event of a default). If the Company completes a “Qualified Financing”, the $ 1 million outstanding principal amount of the Bridge Note will automatically convert into the type of securities offered by the Company in the Qualified Financing on the same pricing, terms and conditions as specified in the Qualified Financing. A Qualified Financing is defined as (i) the Company’s issuance and sale of shares of its equity or equity-linked securities to investors, (ii) on or before the Maturity Date, (iii) in a financing with total proceeds to the Company of at least $ 5,000,000 (inclusive of the conversion of the $ 1,000,000 Bridge Note), and (iv) which financing would result in the listing of the Company’s common stock on the Nasdaq Capital Market (“Nasdaq”). On August 8, 2022, the Company entered into a securities purchase agreement (“SPA”) with Lucro for the private placement (the “Common Stock Private Placement”) of an aggregate of 4,717 shares (the “Shares”) of the Company’s common stock and warrants exercisable for up to an additional 7,076 shares of Common Stock (the “Warrants”). The Shares and Warrants were sold in units (the “Units”) at a fixed price of $ 1,060 per Unit. Each Unit consists of (i) one Share and (ii) Warrants exercisable for 1.5 shares of Common Stock. Each Warrant is exercisable for five years at an exercise price of $ 1,060 per one share of Common Stock. The holder may not exercise the Warrants to the extent that, after giving effect to such exercise, the holder would beneficially own in excess of 9.99 % of the shares of Common Stock outstanding, or, at the holder’s election on not less than 61 days notice, 19.99 %. The Warrants are exercisable for cash. If, at the time the holder exercises any Warrants, a registration statement registering the issuance of the shares of Common Stock underlying the Warrants is not then effective or available for the issuance of such shares, then the Warrants may be net exercised on a cashless basis according to a formula set forth in the Warrants. There were 7,076 warrants outstanding at December 31, 2022. On August 19, 2022, the Company received $ 4,000,000 of gross proceeds from the Common Stock Private Placement and the $ 1,000,000 Bridge Note was canceled and converted into Common Stock and Warrants. The $ 5,000,000 was allocated between the Common Stock and Warrants purchased based on the relative fair value of these instruments. The fair value of the Common Stocks was determined using the closing price of the stock at close if the SPA (Level 1 on the fair value hierarchy) and the fair value of the Warrants was determined using the Black Scholes model using the following inputs (Level 2 on the fair value hierarchy): Warrants Expected stock price volatility 82 % Dividend yield 0 % Risk-free interest rate 3 % Expected life of the warrants (in years) 5 Public Offering On September 28, 2023, the Company entered into a placement agency agreement (the “Placement Agent Agreement”) with Dawson James Securities Inc. (“Dawson James”) pursuant to which the Company engaged Dawson James as the placement agent for a registered public offering by the Company (the “Offering”), of an aggregate of 3,572,635 units (“Units”) at a price of $ 2.88 per Unit, for gross proceeds of approximately $ 10.3 million, before deducting offering expenses. Each Unit is comprised of (i) one share of common stock or, in lieu of common stock, one Prefunded warrant to purchase a share of common stock, and (ii) one common warrant to purchase a share of common stock. The Prefunded warrants are immediately exercisable at a price of $ 0.0001 per share of common stock and only expire when such Prefunded warrants are fully exercised. The common warrants are immediately exercisable at a price of $ 2.88 per share of common stock and will expire five years from the date of issuance. The Company agreed to pay Dawson James a placement agent fee in cash equal to 8.00 % of the gross proceeds from the sale of the Units. The Company also agreed to reimburse Dawson James for all reasonable travel and other out-of-pocket expenses, including the reasonable fees of legal counsel, not to exceed $ 155,000 . The Offering closed on October 2, 2023 and, in the Offering, the Company issued (i) 389,024 common shares, (ii) 3,183,611 Prefunded warrants, and (iii) 3,572,635 common warrants. The $ 10.3 million was allocated between the Common Stock or Prefunded Warrants and Common Stock Warrants purchased based on the relative fair value of these instruments. The fair value of the Common Stocks or Prefunded Warrants was determined using the closing price of the stock at close of the SPA (Level 1 on the fair value hierarchy) and the fair value of the Warrants was determined using the Black Scholes model using the following inputs (Level 2 on the fair value hierarchy): Warrants Expected stock price volatility 156 % Dividend yield 0 % Risk-free interest rate 5 % Expected life of the warrants (in years) 2.5 The Company used a portion of the proceeds from the Offering to retire approximately $ 5.2 million of the outstanding conversion amount payable related to the Company’s secured convertible notes and all $ 900,000 of the Company’s outstanding Series 1B Preferred Stock. During the year ended December 31, 2023, 2,468,500 of the pre-funded warrants were exercised into common stock. Warrants As of December 31, 2023, there were 9,998,233 (of which 715,111 are Prefunded warrants) outstanding warrants with exercise prices between $ 1.76 and $ 1,060 per share (per share amounts exclude the Prefunded warrants). As of December 31, 2022, there were 19,647 outstanding warrants with exercise prices between $ 786 and $ 1,060 per share. Preferred Stock December 31, 2023 , the Company had 25,000,000 shares of preferred stock, $ 0.0001 par value, authorized for issuance. Preferred stock may be issued in classes or series. Designations, powers, preferences, rights, qualifications, limitations and restrictions are determined by the Company’s Board of Directors. The following table summarizes the designations, shares authorized, and shares outstanding for the Company’s Preferred Stock: Preferred Stock Series Designation Shares Shares Series A 750,000 48,100 Series 1A 5,000 — Series 1B 900 — Series B-1 2,000 — Series B-2 1,000 — Series C 1,000 — Series D 3,000 — Series D-1 2,500 — Series E 2,800 — Series F 7,000 — Series G 2,000 — Series H 2,500 — Series I 1,000 — Series J 1,350 — Series J-1 1,000 — Series K 20,000 — Series A Preferred Stock Refer to Note 11 for Series A Preferred Stock activity. Series 1A Preferred Stock Refer to Note 12 for Series 1A Preferred Stock activity. Series B-1, B-2, C, D, D-1, E, F, G, H, I, J, J-1, and K Preferred Stock There were no transactions involving the Series B-1, B-2, C, D, D-1, E, G, H, I, J, J-1, or K during the years ended December 31, 2023 and 2022. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 15. SHARE-BASED COMPENSATION On September 21, 2022, the Company’s Board of Directors appointed Jeffrey Max as the Company’s new Chief Executive Officer and granted an inducement grant of restricted stock units (“RSUs”) for an aggregate of 17,673 shares of Ascent’s common stock. 20 % of the RSUs are fully vested upon grant. The remaining 80 % of the RSUs vests in equal monthly increments over the next 36 months. Any outstanding and unvested RSUs will accelerate and fully vest upon the earlier of (i) a change of control and (ii) the termination of Mr. Max’s employment for any reason other than (x) by the Company for cause or (y) by Mr. Max without good reason. The estimated fair value of the restricted stock unit is $ 1,074 , the closing price at grant date. The RSUs will settle in eight equal increments on the last business day of each calendar quarter beginning with the initial settlement date of September 30, 2024. On December 12, 2022, the Company’s Board of Directors appointed Paul Warley as the Company’s new Chief Financial Officer and granted him an inducement grant of RSUs for an aggregate of 3,500 shares of Ascent’s common stock. 20 % of the RSUs are fully vested upon grant. The remaining 80 % of the RSUs vests in equal monthly increments over the next 36 months. Any outstanding and unvested RSUs will accelerate and fully vest upon the earlier of (i) a change of control and (ii) the termination of Mr. Warley’s employment for any reason other than (x) by the Company for cause or (y) by Mr. Warley without good reason. The estimated fair value of the restricted stock unit is $ 596 , the closing price at grant date. The RSUs will settle in eight equal increments on the last business day of each calendar quarter beginning with the initial settlement date of December 31, 2024. On April 26, 2023, the Company terminated its employment contract with Mr. Max resulting in the forfeiture of 11,389 restricted stock units. The remaining non-vested shares of 1,867 units as of December 31, 2023 are expected to vest in the future. Total unrecognized share-based compensation expense from the remaining unvested restricted stock as of December 31, 2023 was approximately $ 1.1 million and is expected to be recognized over 24 months. The Company recognized share-based compensation expense related to restricted stock grants of $ 2,243,445 and $ 5,478,734 for the year ended December 31, 2023 and 2022, respectively. The following table summarizes non-vested restricted stock and the related activity as of and for the years ended December 31, 2023, and 2022: Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2022 — $ — Granted 21,173 994.00 Vested ( 5,413 ) 1,012.00 Forfeited — — Non-vested at December 31, 2022 15,760 $ 990.00 Granted — — Vested ( 2,504 ) 895.85 Forfeited ( 11,389 ) 1,074.00 Non-vested at December 31, 2023 1,867 $ 596.00 The fair values of the respective vesting dates of RSUs was $ 264,800 and $ 4,933,600 for the years ended December 31, 2023 and 2022, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 16. INCOME TAXES The Company records income taxes using the liability method. Under this method, deferred tax assets and are computed for the expected future impact of temporary differences between the financial statement and income tax bases of assets and liabilities using current income tax rates and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold before a benefit is recognized in the financial statements. At December 31, 2023 , the Company had $ 233.6 million of cumulative net operating loss carryforwards for federal income tax purposes that were available to offset future taxable income through the year 2037. At December 31, 2023 , the Company had $ 83.9 million of cumulative net operating loss carryforwards for federal income tax purposes that were available to offset future taxable income indefinitely. Under the Internal Revenue Code, the future utilization of net operating losses may be limited in certain circumstances where there is a significant ownership change. The Company prepared an analysis for the year ended December 31, 2012 and determined that a significant change in ownership had occurred as a result of the cumulative effect of the sales of common stock through its offerings. Such change resulted in a limitation of the Company’s utilizable net operating loss carryforwards and ultimately a write-off of the associated limited NOLs in the amount of $ 87 million . Available net operating loss carryforwards may be further limited in the event of another significant ownership change. Deferred income taxes reflect an estimate of the cumulative temporary differences recognized for financial reporting purposes from that recognized for income tax reporting purposes. At December 31, 2023 and 2022, the components of these temporary differences and the deferred tax asset were as follows: As of December 31, 2023 2022 Deferred Tax Asset Accrued expenses $ 214,000 $ 388,000 Inventory allowance 26,000 83,000 Other — 7,000 Operating lease liability 627,000 1,122,000 Tax effect of NOL carryforward 78,427,000 76,089,000 Share-based compensation 1,909,000 1,348,000 Section 174 costs 547,000 355,000 Warranty reserve 5,000 5,000 Gross Deferred Tax Asset 81,755,000 79,397,000 Valuation allowance ( 81,142,000 ) ( 78,261,000 ) Net Deferred Tax Asset $ 613,000 $ 1,136,000 Operating lease right-of-use asset, net ( 585,000 ) ( 1,064,000 ) Depreciation ( 15,000 ) ( 52,000 ) Amortization ( 13,000 ) ( 20,000 ) Net Deferred Tax Liability $ ( 613,000 ) $ ( 1,136,000 ) Total — — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical losses and projections of future taxable income over the periods in which the deferred tax assets are deductible, management believes it is not more-likely-than-not that the Company will realize the benefits of these deductible differences at December 31, 2023 . The Company’s deferred tax valuation allowance of $ 81.1 million reflected above is an increase of $ 2.8 million from the valuation allowance reflected as of December 31, 2022 of $ 78.3 million. As of December 31, 2023 , the Company has no t recorded a liability for uncertain tax positions. No interest and penalties related to uncertain tax positions were accrued at December 31, 2023. The Company’s effective tax rate for the years ended December 31, 2023 and 2022 differs from the statutory rate due to the following (expressed as a percentage of pre-tax income): 2023 2022 Federal statutory rate 21.0 % 21.0 % State statutory rate 2.7 % 3.1 % Permanent tax differences ( 5.9 ) % ( 2.9 ) % Deferred true-ups ( 0.9 ) % ( 3.3 ) % Deferred rate change — % ( 1.4 ) % Change in valuation allowance ( 16.9 ) % ( 16.5 ) % Total — % — % |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 17. COMMITMENTS AND CONTINGENCIES On September 21, 2022, the Company and Victor Lee, our former CEO, entered into a Separation Agreement and Release of Claims September 21, 2022 (the “Separation Agreement”). Under the Separation Agreement Mr. Lee is entitled, subject to his non-revocation of a general release of claims in favor of the Company, to the following separation benefits: (i) payment of twelve (12) months salary equal to $ 360,000 , which amount shall be payable in accordance with the Company’s customary payroll practices and regular payroll time periods as in effect from time to time; (ii) the Company will pay Mr. Lee’s $ 200,000 declared but unpaid cash bonus in two installments; and (iii) the Company shall pay COBRA premiums at the Company’s current contribution level for the next 12 months. The Company had accrued liabilities of approximately $ 0 and $ 363,000 included in Severance Payable on the Balance Sheets as of December 31, 2023 and 2022, respectively. On April 26, 2023, the board of directors of the Company terminated Mr. Max as the Company’s President and Chief Executive Officer. Mr. Max claims that his termination was not for cause as defined in his employment agreement which could enable him to certain benefits, including severance and vesting of restricted stock units. Management believes Mr. Max was terminated for cause and any such claims, if asserted, would be without substantial merit. Although the outcome of any legal proceedings is uncertain, the Company will vigorously defend any future claims made by Mr. Max. On August 15, 2023, H.C. Wainwright & Co., LLC (“Wainwright”) filed an action against the Company in the New York State Supreme Court in New York County. The complaint alleges a breach by the Company of an investment banking engagement letter entered into in October 2021. The Wainwright engagement letter expired in April 2022 without any financing transaction having been completed. The complaint claims that Wainright is entitled, under a “tail provision”, to an 8 % fee and 7 % warrant coverage on the Company’s $ 15 million secured convertible note financing. The complaint seeks damages of $ 1.2 million, 2,169.5 common stock warrants with a per share exercise price of $ 605 , and attorney fees. While it is too early to predict the outcome of this legal proceeding or whether an adverse result would have a material adverse impact on our operations or financial position, we believe we have meritorious defenses and intend to defend this legal matter vigorously. The Company is subject to various legal proceedings, both asserted and unasserted, that arise in the ordinary course of business. The Company cannot predict the ultimate outcome of such legal proceedings or in certain instances provide reasonable ranges of potential losses. However, as of the date of this report, the Company believes that none of these claims will have a material adverse effect on its financial position or results of operations. In the event of unexpected subsequent developments and given the inherent unpredictability of these legal proceedings, there can be no assurance that the Company’s assessment of any claim will reflect the ultimate outcome, and an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company’s financial position or results of operations in particular quarterly or annual periods. |
RETIREMENT PLAN
RETIREMENT PLAN | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
RETIREMENT PLAN | NOTE 18. RETIREMENT PLAN The Company has a qualified 401(k) plan which provides retirement benefits for all of its eligible employees. Under the plan, employees become eligible to participate at the first entry date, provided they are at least 21 years of age. The Company will match 100 % of the first four percent of employee contributions. In addition, the Company may make discretionary contributions to the Plan as determined by the Board of Directors. Employees are immediately vested in all salary reduction contributions. Employer contributions vest over a three-year period, one-third per year. Employer 401(k) match expense was $ 107,526 and $ 129,040 for the year ended December 31, 2023 and 2022 , respectively. 401(k) match expenses are recorded under “Research, development and manufacturing operations" expense and “Selling, general and administrative" expense in the Statements of Operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19. SUBSEQUENT EVENTS Subsequent to December 31, 2023, approximately $ 160,400 of the conversions payable were converted into 209,997 shares of Common Stock. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Cash Equivalents | Cash Equivalents: The Company classifies all short-term investments in interest bearing bank accounts and highly liquid debt securities purchased with an original maturity of three months or less to be cash equivalents. The Company maintains cash balances which may exceed federally insured limits. The Company does not believe this results in significant credit risk. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Inventories | Inventories: All inventories are stated at the lower of cost or net realizable value, with cost determined using the weighted average method. Inventory balances are frequently evaluated to ensure they do not exceed net realizable value. The computation for net realizable value takes into account many factors, including expected demand, product life cycle and development plans, module efficiency, quality issues, obsolescence and others. Management's judgment is required to determine reserves for obsolete or excess inventory. As of December 31, 2023, and 2022, the Company had inventory reserve balances of $ 105,915 and $ 338,348 , respectively. If actual demand and market conditions are less favorable than those estimated by management, additional inventory write downs may be required. |
Property, Plant and Equipment | Property, Plant and Equipment: Property, plant and equipment are recorded at the original cost to the Company. Assets are being depreciated over estimated useful lives of three to 10 years using the straight-line method, as presented in the table below, commencing when the asset is placed in service. Leasehold improvements are depreciated over the shorter of the remainder of the lease term or the life of the improvements. Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income. Expenditures for repairs and maintenance are expensed as incurred. Useful Lives in Years Manufacturing machinery and equipment 5 - 10 Furniture, fixtures, computer hardware/software 3 - 7 Leasehold improvements life of lease |
Patents | Patents: At such time as the Company is awarded patents, patent costs are amortized on a straight-line basis over the legal life on the patents, or over their estimated useful lives, whichever is shorter. As of December 31, 2023, and 2022, the Company had net patent costs of $ 53,978 and $ 79,983 , respectively. Of these amounts $ 6,678 and $ 25,847 represent costs net of amortization incurred for awarded patents, and the remaining $ 47,300 and $ 54,136 represents costs incurred for patent in process applications as of December 31, 2023 and 2022, respectively. During the years ended December 31, 2023 and 2022, the Company capitalized $ 19,583 and $ 12,556 in patent costs, respectively, as it worked to secure design rights and trademarks for newly developed products. Amortization expense was $ 19,169 and $ 19,168 for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, future amortization of patents is expected as follows: 2024 $ 6,493 2025 185 $ 6,678 |
Impairment of Long-lived Assets | Impairment of Long-lived Assets: The Company analyzes its long-lived assets (property, plant and equipment) and definitive-lived intangible assets (patents) for impairment, both individually and as a group, whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. Events that might cause impairment would include significant current period operating or cash flow losses associated with the use of a long-lived asset or group of assets combined with a history of such losses, significant changes in the manner of use of assets and significant negative industry or economic trends. An undiscounted cash flow analysis is calculated to determine if impairment exists. If impairment is determined to exist, any related loss is calculated using the difference between the fair value and the carrying value of the assets. During the years ended December 31, 2023 and 2022, the Company recognized an impairment charge of $ 3,283,715 and $ 0 , respectively. See Note 5 for further discussion on the impairment charge. |
Equity Method Investment | Equity Method Investment: The Company accounts for its investments in stock of other entities over which the Company has significant influence, but not control, using the equity method of accounting. Under the equity method of accounting, the Company increases its investment for contributions made and records its proportionate share of net earnings, declared dividends and partnership distributions based on the most recently available financial statements of the investee. The Company re-evaluates the classification at each balance sheet date and when events or changes in circumstances indicate that there is a change in the Company’s ability to exercise significant influence. The Company evaluates its equity method investments for potential impairment whenever events or changes in circumstances indicate that there is an other-than-temporary decline in the value of the investment. Declines in fair value that are deemed to be other-than-temporary are charged to Other income (expense), net. Other Assets: Other assets is comprised of the following: As of December 31, 2023 2022 Lease security deposit $ 625,000 $ 625,000 Spare machine parts 603,797 589,985 Total Other Assets $ 1,228,797 $ 1,214,985 |
Related Party Payables | Related Party Payables: The Company accounts for fees due to board members in the related party payables account on the Balance Sheets. |
Convertible Notes | Convertible Notes : The Company issues, from time to time, convertible notes. Re fer to Note 10 for further information. |
Convertible Preferred Stock | Convertible Preferred Stock: The Company evaluates its preferred stock instruments under FASB ASC 480, "Distinguishing Liabilities from Equity" to determine the classification, and thereby the accounting treatment, of the instruments. Refer to Notes 11 and 12 for further discussion on the classification of each instrument. |
Product Warranties | Product Warranties: The Company provides a limited warranty to the original purcha ser of products against defective materials and workmanship. Warranty accruals are recorded at the time of sale and are estimated based upon product warranty terms and historical experience. The Company assesses the adequacy of its liabilities and makes adjustments as necessary based on known or anticipated warranty claims, or as new information becomes available. |
Leases | Leases: The Company determines if an arrangement is a lease or contains a lease at the inception of the contract. The Company accounts for non-lease components, such as certain taxes, insurance and common area maintenance, separate from the lease arrangement. Operating lease liabilities, which represent the Company’s obligation to make lease payments arising from the lease, and corresponding Operating lease right-of-use assets, which represent the Company’s right to use an underlying asset for the lease term, are recognized at the commencement date of the lease based on the present value of fixed future payments over the lease term. The Company utilizes the lease term for which it is reasonably certain to use the underlying asset, including consideration of options to extend or terminate the lease. Incentives received from landlords are recorded as a reduction to the lease right-of-use assets. The Company does not recognize lease right-of-use assets and corresponding lease liabilities for leases with initial terms of 12 months or less. The Company calculates the present value of future payments using the discount rate implicit in the lease, if available, or its incremental borrowing rate. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. In determining the Company's operating lease right of use assets and operating lease liabilities, the Company applied these incremental borrowing rates to the minimum lease payments within the lease agreement. |
Revenue Recognition | Revenue Recognition: Product revenue. The Company recognizes revenue for the sale of PV modules and other equipment sales at a point in time following the transfer of control of such products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For module and other equipment sales contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product is transferred to the customer. During the years ended December 31, 2023 and 2022 , the Company recognized product revenue of $ 397,886 and $ 694,286 , respectively. For the year ended December 31, 2023 , one customer from Switzerland represented 74 % of total product revenue and one domestic customer presented 23 % of the Company’s total product revenue. For the year ended December 31, 2022 , one customer represented 82 % of the Company's total product revenue. Milestone and engineering revenue. Each milestone and engineering arrangement is a separate performance obligation. The transaction price is estimated using the most likely amount method and revenue is recognized as the performance obligation is satisfied through achieving manufacturing, costs or engineering targets. During the years ended December 31, 2023 and 2022, the Company recognized total milestone revenue of $ 60,374 and $ 528,500 . Government contracts revenue. Revenue from government research and development contracts is generated under terms that include cost plus fee, cost share, or firm fixed price. The Company generally recognizes this revenue over time using cost-based input methods, which recognize revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract. In applying cost-based input methods of revenue recognition, we use the actual costs incurred relative to the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize. Cost based input methods of revenue recognition are considered a faithful depiction of our efforts to satisfy long-term government research and development contracts and therefore reflect the performance obligations under such contracts. Costs incurred that do not contribute to satisfying the Company's performance obligations are excluded from our input methods of revenue recognition as the amounts are not reflective of transferring control under the contract. Costs incurred towards contract completion may include direct costs plus allowable indirect costs and an allocable portion of the fixed fee. If actual and estimated costs to complete a contract indicate a loss, provision is made for the anticipated loss on the contract. No government contract revenue was recognized for the years ended December 31, 2023 and 2022 . |
Receivables and Allowance for Doubtful Accounts | Receivables and Allowance for Doubtful Accounts: Trade accounts receivable are recorded at the invoiced amount as the result of transactions with customers. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company estimates the collectability of accounts receivable using analysis of historical bad debts, customer creditworthiness and current economic trends. Reserves are established on an account-by-account basis and are written off against the allowance in the period in which the Company determines that is it probable that the receivable will not be recovered. The Company bills the government under cost-based research and development contracts at provisional billing rates which permit the recovery of indirect costs. These rates are subject to audit on an annual basis by the government agencies’ cognizant audit agency. The cost audit may result in the negotiation and determination of the final indirect cost rates. In the opinion of management, re-determination of any cost-based contracts will not have a material effect on the Company’s financial position or results of operations. As of December 31, 2023 and 2022, the Company had an accounts receivable, net balance of $ 0 and $ 1,769 , respectively. As of December 31, 2023 and 2022, the Company had an allowance for doubtful accounts of $ 0 and $ 26,000 , respectively. The payment terms and conditions in customer contracts vary. Customers required to prepay are represented by deferred revenues, included in Accrued Liabilities on the Balance Sheets, until the Company’s performance obligations are satisfied. Invoiced customers are typically required to pay within 30 days of invoicing. Deferred revenue was as follows: Balance as of January 1, 2022 $ 22,500 Additions 229,813 Recognized as revenue ( 239,313 ) Balance as of December 31, 2022 13,000 Additions 31,220 Recognized as revenue ( 43,285 ) Balance as of December 31, 2023 $ 935 |
Shipping and Handling Costs | Shipping and Handling Costs: The Company classifies shipping and handling costs for products shipped to customers as a component of “Cost of revenues” on the Company’s Statements of Operations. Customer payments of shipping and handling costs are recorded as a component of Revenues. |
Share-Based Compensation | Share-Based Compensation: The Company measures and recognizes compensation expense for all share-based payment awards made to employees, officers, directors, and consultants based on estimated fair values at grant date. The value of the portion of the award that is ultimately expected to vest, net of estimated forfeitures, is recognized as expense on a straight-line basis, over the requisite service period in the Company’s Statements of Operations. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates. |
Research, Development and Manufacturing Operations Costs | Research, Development and Manufacturing Operations Costs: Research, development and manufacturing operations expenses were $ 3,222,283 and $ 5,975,921 for the years ended December 31, 2023 and 2022 , respectively. Research, development and manufacturing operations expenses include: 1) technology development costs, which include expenses incurred in researching new technology, improving existing technology and performing federal government research and development contracts, 2) product development costs, which include expenses incurred in developing new products and lowering product design costs, and 3) pre-production and production costs, which include engineering efforts to improve production processes, material yields and equipment utilization, and manufacturing efforts to produce saleable product. Research, development and manufacturing operations costs are expensed as incurred, with the exception of costs related to inventoried raw materials, work-in-process and finished goods, which are expensed as cost of revenue as products are sold. |
Marketing and Advertising Costs | Marketing and Advertising Costs: Marketing and advertising costs are expensed as incurred. Marketing and advertising expenses were $ 93,474 and $ 7,605 for the years ended December 31, 2023 and 2022 , respectively. |
Other Income (Expense) | Other Income (Expense): For the year ended December 31, 2023, Other income (expense) includes the receipt of the employee retention tax credit of $ 769,983 , net of related expenses. |
Income Taxes | Income Taxes: Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates as of the date of enactment. Interest and penalties, if applicable, would be recorded in income tax (benefit) / expense. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years ( 2020-2023 ) in these jurisdictions. The Company believes its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Therefore, no reserves for uncertain income tax positions have been recorded. |
Earnings per Share | Earnings per Share: Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. Basic EPS has been computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Income available to common stockholders includes dividends on cumulative preferred stock (whether or not earned). Diluted earnings per share have been computed by dividing net income adjusted on an if-converted basis for the period by the weighted average number of common shares and dilutive common shares outstanding (which consist primarily of warrants and convertible securities using the treasury stock method or the if-converted method, as applicable, to the extent they are dilutive). Approximately 1.1 million dilutive shares and 2.0 million dilutive warrants for the year ended December 31, 2023 and approximately 7,000 dilutive shares and 19,500 dilutive warrants for the year ended December 31, 2022 were omitted because they were anti-dilutive. |
Fair Value Estimates | Fair Value Estimates: Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses fair value hierarchy based on three levels of inputs, of which, the first two are considered observable and the last unobservable, to measure fair value: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Certain long-lived assets and current liabilities have been measured at fair value on a recurring and non-recurring basis. The carrying amount of our debt outstanding approximates fair value because the Company's current borrowing rate does not materially differ from market rates for similar bank borrowings and are considered to be Level 2. The carrying value for cash and cash equivalents, accrued expenses and other assets and liabilities approximate their fair values due to their short maturities. In addition to the items measured at fair value on a recurring basis, in conjunction with the significant impairment loss taken during the year ended December 31, 2023, the Company also measured certain property, plant and equipment at fair value on a nonrecurring basis. These fair value measurements rely primarily on our specific inputs and assumptions about the use of the assets, as observable inputs are not available. Accordingly, we determined that these fair value measurements reside primarily within Level 3 of the fair value hierarchy. |
Recently Issued Accounting Standards | Recently Adopted Accounting Standards On January 1, 2023, the Company adopted ASU 2020-06. The adoption resulted in the elimination of the beneficial conversion feature recognized on the Company’s convertible debt. The Company elected to apply the modified retrospective method to all open contracts as of January 1, 2023, and the cumulative effect of initially applying ASU 2020-06 was recognized as an adjustment to the Company’s retained earnings balance as of January 1, 2023. Comparative periods have not been restated and continue to be reported under the accounting standard in effect for those periods. The cumulative effect of the changes made to the Company’s January 1, 2023, Balance Sheet for the adoption of ASU 2020-06 is as follows: Balance at December 31, 2022 Adjustments Due to Adoption Balance at January 1, 2023 Liabilities Non-current convertible notes, net $ 5,268,399 $ 3,686,243 $ 8,954,642 Shareholders' equity Additional paid in capital 452,135,653 ( 3,795,874 ) 448,339,779 Accumulated deficit ( 447,537,493 ) 109,631 ( 447,427,862 ) The impact due to the change in accounting principle on net income and earnings per share for the year ended December 31, 2023 is as follows: Post ASU 2020-06 Pre ASU 2020-06 Difference Year Ended December 31, 2023 Net Loss $ ( 17,069,896 ) $ ( 25,739,479 ) $ 8,669,583 Net Loss attributable to common shareholders ( 35,050,574 ) ( 43,720,157 ) 8,669,583 Earnings Per Share (Basic and Diluted) $ ( 34.19 ) $ ( 42.65 ) $ ( 8.46 ) Recently Issued Accounting Standards In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvement to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 improves segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Management is evaluating the impact of this ASU on the Company's financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 improves income tax disclosures by requiring public entities annually to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 is effective for public entities for annual periods beginning after December 15, 2024. Entities are permitted to early adopt the standard for annual financial statements that have not yet been issued or made available for issuance. Management is evaluating the impact of this ASU on the Company's financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | Assets are being depreciated over estimated useful lives of three to 10 years using the straight-line method, as presented in the table below, commencing when the asset is placed in service. Leasehold improvements are depreciated over the shorter of the remainder of the lease term or the life of the improvements. Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income. Expenditures for repairs and maintenance are expensed as incurred. Useful Lives in Years Manufacturing machinery and equipment 5 - 10 Furniture, fixtures, computer hardware/software 3 - 7 Leasehold improvements life of lease |
Future Amortization of Patents | As of December 31, 2023, future amortization of patents is expected as follows: 2024 $ 6,493 2025 185 $ 6,678 |
Other Assets | Other assets is comprised of the following: As of December 31, 2023 2022 Lease security deposit $ 625,000 $ 625,000 Spare machine parts 603,797 589,985 Total Other Assets $ 1,228,797 $ 1,214,985 |
Deferred Revenue | Deferred revenue was as follows: Balance as of January 1, 2022 $ 22,500 Additions 229,813 Recognized as revenue ( 239,313 ) Balance as of December 31, 2022 13,000 Additions 31,220 Recognized as revenue ( 43,285 ) Balance as of December 31, 2023 $ 935 |
Cumulative Effect of Changes in Fianancial Statement | The cumulative effect of the changes made to the Company’s January 1, 2023, Balance Sheet for the adoption of ASU 2020-06 is as follows: Balance at December 31, 2022 Adjustments Due to Adoption Balance at January 1, 2023 Liabilities Non-current convertible notes, net $ 5,268,399 $ 3,686,243 $ 8,954,642 Shareholders' equity Additional paid in capital 452,135,653 ( 3,795,874 ) 448,339,779 Accumulated deficit ( 447,537,493 ) 109,631 ( 447,427,862 ) The impact due to the change in accounting principle on net income and earnings per share for the year ended December 31, 2023 is as follows: Post ASU 2020-06 Pre ASU 2020-06 Difference Year Ended December 31, 2023 Net Loss $ ( 17,069,896 ) $ ( 25,739,479 ) $ 8,669,583 Net Loss attributable to common shareholders ( 35,050,574 ) ( 43,720,157 ) 8,669,583 Earnings Per Share (Basic and Diluted) $ ( 34.19 ) $ ( 42.65 ) $ ( 8.46 ) |
ASSET ACQUISITION (Tables)
ASSET ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Flisom AG | |
Asset Acquisition [Line Items] | |
Summary of Asset Price Allocation | The total purchase price, including transaction costs of $ 1,283,926 , was allocated as follows: Asset Price Allocation Inventory Raw Material $ 130,030 Finished Goods 62,427 Other Assets 98,746 Fixed Assets Manufacturing machinery and equipment 3,682,621 Furniture, fixtures, computer hardware and 110,102 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The following table summarizes property, plant and equipment as of December 31, 2023 and 2022: As of December 31, 2023 2022 Furniture, fixtures, computer hardware and computer software $ 468,588 $ 482,235 Leasehold improvements 15,995 87,957 Manufacturing machinery and equipment 20,661,222 21,739,504 Manufacturing machinery and equipment, in progress 32,087 280,473 Depreciable property, plant and equipment 21,177,892 22,590,169 Less: Accumulated depreciation and amortization ( 20,131,008 ) ( 22,038,508 ) Net property, plant and equipment $ 1,046,884 $ 551,661 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Assets and Liabilities Related to Company's Leases | As of December 31, 2023 and 2022, assets and liabilities related to the Company's lease were as follows: As of December 31, 2023 2022 Operating lease right-of-use assets, net $ 2,364,672 $ 4,324,514 Current portion of operating lease liability 491,440 733,572 Non-current portion of operating lease liability 2,043,025 3,827,878 |
Schedule Future Maturities of Operating Lease Liability | Future maturities of the operating lease liability are as follows: 2024 $ 769,129 2025 792,203 2026 815,969 2027 840,449 Total lease payments $ 3,217,750 Less amounts representing interest $ ( 683,285 ) Present value of lease liability $ 2,534,465 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Net of Reserves | Inventories consisted of the following at December 31, 2023 and 2022: As of December 31, 2023 2022 Raw materials $ 445,721 $ 577,799 Work in process 1,775 37,351 Finished goods — 133 Total $ 447,496 $ 615,283 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Short Term Debt [Line Items] | |
Schedule of Convertible Debt | The following tables provide a summary of the activity of the Company's convertible notes: Principal New Notes Notes Principal Less: Net BD1 Notes $ 9,900,000 $ — $ ( 2,000,000 ) $ ( 7,900,000 ) $ — $ — $ — Nanyang Note 500,000 — 1,000,000 ( 1,500,000 ) — — — Fleur — — 1,000,000 ( 1,000,000 ) — — — Sabby — 7,500,000 — ( 107,101 ) 7,392,899 ( 4,777,643 ) 2,615,256 L1 — 7,500,000 — — 7,500,000 ( 4,846,857 ) 2,653,143 $ 10,400,000 $ 15,000,000 $ — $ ( 10,507,101 ) $ 14,892,899 $ ( 9,624,500 ) $ 5,268,399 Principal Balance 12/31/2022 Principal Settled Principal Balance 12/31/203 Less: Discount Net Sabby $ 7,392,899 $ ( 7,392,899 ) $ — $ — $ — L1 7,500,000 ( 7,093,333 ) 406,667 ( 51,731 ) 354,936 $ 14,892,899 $ ( 14,486,232 ) $ 406,667 $ ( 51,731 ) $ 354,936 |
Schedule of Fair Value of Warrants | The fair value of the Common Stocks was determined using the closing price of the stock at close if the SPA (Level 1 on the fair value hierarchy) and the fair value of the Warrants was determined using the Black Scholes model using the following inputs (Level 2 on the fair value hierarchy): Warrants Expected stock price volatility 82 % Dividend yield 0 % Risk-free interest rate 3 % Expected life of the warrants (in years) 5 The fair value of the Common Stocks or Prefunded Warrants was determined using the closing price of the stock at close of the SPA (Level 1 on the fair value hierarchy) and the fair value of the Warrants was determined using the Black Scholes model using the following inputs (Level 2 on the fair value hierarchy): Warrants Expected stock price volatility 156 % Dividend yield 0 % Risk-free interest rate 5 % Expected life of the warrants (in years) 2.5 |
Summary of Allocation of Proceeds | The Company allocated a portion of the proceeds to the beneficial conversion feature ("BCF") based on its intrinsic value. The Company then allocated transaction costs based on these allocations resulting in the following allocation of proceeds: Principal Amount Allocation Original Note Discount Transaction Costs Net Amount Convertible Debt $ 15,000,000 $ ( 7,480,058 ) $ ( 1,500,000 ) $ ( 930,678 ) $ 5,089,264 Warrants — 2,990,029 — ( 462,256 ) 2,527,773 BCF — 4,490,029 — ( 694,155 ) 3,795,874 $ 15,000,000 $ — $ ( 1,500,000 ) $ ( 2,087,089 ) $ 11,412,911 |
Summary of Convertible Notes Prepayment | Prepayment Date Aggregate April 3, 2023 $ 333,333 April 13, 2023 333,333 May 18, 2023 666,667 June 19, 2023 666,667 $ 2,000,000 |
Summary of Settlement of Debt | During the year ended December 31, 2023, the Company settled $ 14.5 million of principal as follows: Principal Settled Principal converted into stock $ 6,990,269 Principal converted into conversions payable 6,470,540 Cash Payments 1,025,423 Total Principal Settled $ 14,486,232 |
Summary of Conversion Payable Activity | The Conversion payable activity for the year ended December 31, 2023 was as follows: Conversions payable Balance at January 1, 2023 $ — Additions to conversions payable 6,470,540 Cash payments ( 5,211,738 ) Conversions payable settled in stock ( 169,642 ) Balance at December 31, 2023 $ 1,089,160 |
Sabby / L1 Convertible Note | |
Short Term Debt [Line Items] | |
Schedule of Fair Value of Warrants | The fair value of the Advanced Notes was estimated as the proceeds received and the fair value of the Warrants was determined using the Black Scholes model using the following inputs and are both considered to be Level 2 inputs on the fair value hierarchy: Warrants Expected stock price volatility 129.5 % Dividend yield 0 % Risk-free interest rate 3.7 % Expected life of the warrants (in years) 2.5 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Fair Value of Warrants | The fair value of the Common Stocks was determined using the closing price of the stock at close if the SPA (Level 1 on the fair value hierarchy) and the fair value of the Warrants was determined using the Black Scholes model using the following inputs (Level 2 on the fair value hierarchy): Warrants Expected stock price volatility 82 % Dividend yield 0 % Risk-free interest rate 3 % Expected life of the warrants (in years) 5 The fair value of the Common Stocks or Prefunded Warrants was determined using the closing price of the stock at close of the SPA (Level 1 on the fair value hierarchy) and the fair value of the Warrants was determined using the Black Scholes model using the following inputs (Level 2 on the fair value hierarchy): Warrants Expected stock price volatility 156 % Dividend yield 0 % Risk-free interest rate 5 % Expected life of the warrants (in years) 2.5 |
Schedule of Stock by Class | The following table summarizes the designations, shares authorized, and shares outstanding for the Company’s Preferred Stock: Preferred Stock Series Designation Shares Shares Series A 750,000 48,100 Series 1A 5,000 — Series 1B 900 — Series B-1 2,000 — Series B-2 1,000 — Series C 1,000 — Series D 3,000 — Series D-1 2,500 — Series E 2,800 — Series F 7,000 — Series G 2,000 — Series H 2,500 — Series I 1,000 — Series J 1,350 — Series J-1 1,000 — Series K 20,000 — |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Non-vested Restricted Stock and Related Activity | The following table summarizes non-vested restricted stock and the related activity as of and for the years ended December 31, 2023, and 2022: Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2022 — $ — Granted 21,173 994.00 Vested ( 5,413 ) 1,012.00 Forfeited — — Non-vested at December 31, 2022 15,760 $ 990.00 Granted — — Vested ( 2,504 ) 895.85 Forfeited ( 11,389 ) 1,074.00 Non-vested at December 31, 2023 1,867 $ 596.00 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | At December 31, 2023 and 2022, the components of these temporary differences and the deferred tax asset were as follows: As of December 31, 2023 2022 Deferred Tax Asset Accrued expenses $ 214,000 $ 388,000 Inventory allowance 26,000 83,000 Other — 7,000 Operating lease liability 627,000 1,122,000 Tax effect of NOL carryforward 78,427,000 76,089,000 Share-based compensation 1,909,000 1,348,000 Section 174 costs 547,000 355,000 Warranty reserve 5,000 5,000 Gross Deferred Tax Asset 81,755,000 79,397,000 Valuation allowance ( 81,142,000 ) ( 78,261,000 ) Net Deferred Tax Asset $ 613,000 $ 1,136,000 Operating lease right-of-use asset, net ( 585,000 ) ( 1,064,000 ) Depreciation ( 15,000 ) ( 52,000 ) Amortization ( 13,000 ) ( 20,000 ) Net Deferred Tax Liability $ ( 613,000 ) $ ( 1,136,000 ) Total — — |
Schedule of Effective Income Tax Rate Reconciliation | The Company’s effective tax rate for the years ended December 31, 2023 and 2022 differs from the statutory rate due to the following (expressed as a percentage of pre-tax income): 2023 2022 Federal statutory rate 21.0 % 21.0 % State statutory rate 2.7 % 3.1 % Permanent tax differences ( 5.9 ) % ( 2.9 ) % Deferred true-ups ( 0.9 ) % ( 3.3 ) % Deferred rate change — % ( 1.4 ) % Change in valuation allowance ( 16.9 ) % ( 16.5 ) % Total — % — % |
ORGANIZATION - Additional Infor
ORGANIZATION - Additional Information (Details) | Sep. 11, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reverse stock split | 0.005 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite Lived Intangible Assets [Line Items] | ||
Inventory reserve balance | $ 105,915 | $ 338,348 |
Patents, net of amortization | 53,978 | 79,983 |
Impairment of long-lived assets | 3,283,715 | 0 |
Revenues | $ 458,260 | $ 1,222,786 |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | Products | Products |
Revenue recognized | $ 43,285 | $ 239,313 |
Trade receivables, net of allowance of $0 and $26,000, respectively | 0 | 1,769 |
Allowance for doubtful accounts | 0 | 26,000 |
Research, development and manufacturing operations expenses | 3,222,283 | 5,975,921 |
Advertising expense | 93,474 | $ 7,605 |
Employee retention tax credit | $ 769,983 | |
Open Tax Year | 2020 2021 2022 2023 | |
Shares omitted from loss per share, anti-dilutive | 1,100,000 | 7,000 |
Warrant | ||
Finite Lived Intangible Assets [Line Items] | ||
Shares omitted from loss per share, anti-dilutive | 2,000,000 | 19,500 |
Revenue Benchmark | Customer Concentration Risk | Switzerland | ||
Finite Lived Intangible Assets [Line Items] | ||
Concentration Risk, Percentage | 74% | |
Revenue Benchmark | Customer Concentration Risk | Customer one | ||
Finite Lived Intangible Assets [Line Items] | ||
Concentration Risk, Percentage | 23% | 82% |
Milestone Arrangement | ||
Finite Lived Intangible Assets [Line Items] | ||
Revenues | $ 60,374 | $ 528,500 |
Government Research And Development | ||
Finite Lived Intangible Assets [Line Items] | ||
Revenues | 0 | 0 |
Products | ||
Finite Lived Intangible Assets [Line Items] | ||
Revenues | 397,886 | 694,286 |
Products | Revenue Benchmark | Customer Concentration Risk | Customer one | ||
Finite Lived Intangible Assets [Line Items] | ||
Revenues | 397,886 | 694,286 |
Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Patents, net of amortization | 53,978 | 79,983 |
Patent activity costs | 19,583 | 12,556 |
Amortization expense | 19,169 | 19,168 |
Patents | Awarded Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Patents, net of amortization | 6,678 | 25,847 |
Patents | Patent Applications Filed | ||
Finite Lived Intangible Assets [Line Items] | ||
Patents, net of amortization | $ 47,300 | $ 54,136 |
Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful life | 3 years | |
Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful life | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment (Details) | Dec. 31, 2023 |
Leasehold improvements | |
Property Plant And Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | us-gaap:UsefulLifeTermOfLeaseMember |
Minimum | |
Property Plant And Equipment [Line Items] | |
Useful life | 3 years |
Minimum | Manufacturing machinery and equipment | |
Property Plant And Equipment [Line Items] | |
Useful life | 5 years |
Minimum | Furniture, fixtures, computer hardware/software | |
Property Plant And Equipment [Line Items] | |
Useful life | 3 years |
Maximum | |
Property Plant And Equipment [Line Items] | |
Useful life | 10 years |
Maximum | Manufacturing machinery and equipment | |
Property Plant And Equipment [Line Items] | |
Useful life | 10 years |
Maximum | Furniture, fixtures, computer hardware/software | |
Property Plant And Equipment [Line Items] | |
Useful life | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Future Amortization Expense of Patents (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Total patent amortization expense | $ 53,978 | $ 79,983 |
Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Total patent amortization expense | 53,978 | 79,983 |
Awarded Patents | Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
2024 | 6,493 | |
2025 | 185 | |
Total patent amortization expense | $ 6,678 | $ 25,847 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Lease security deposit | $ 625,000 | $ 625,000 |
Spare machine parts | 603,797 | 589,985 |
Total Other Assets | $ 1,228,797 | $ 1,214,985 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Deferred Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Beginning Balance | $ 13,000 | $ 22,500 |
Additions | 31,220 | 229,813 |
Recognized as revenue | (43,285) | (239,313) |
Ending Balance | $ 935 | $ 13,000 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cumulative Effect of Changes in Financial Statement (Details) - USD ($) | Dec. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Non-current convertible notes, net | $ 5,268,399 | ||
Additional paid in capital | $ 480,942,526 | 452,139,027 | |
Accumulated deficit | $ (482,478,436) | (447,537,493) | |
Accounting Standards Update 2020-06 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Non-current convertible notes, net | $ 8,954,642 | ||
Additional paid in capital | 448,339,779 | ||
Accumulated deficit | (447,427,862) | ||
Scenario Previously Reported | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Non-current convertible notes, net | 5,268,399 | ||
Additional paid in capital | 452,135,653 | ||
Accumulated deficit | $ (447,537,493) | ||
Restatement Adjustment | Accounting Standards Update 2020-06 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Non-current convertible notes, net | 3,686,243 | ||
Additional paid in capital | (3,795,874) | ||
Accumulated deficit | $ 109,631 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Impact Due to Change in Accounting Principle on Net Income and Earnings (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net Loss | $ (17,069,896) | $ (19,754,705) |
Net Loss attributable to common shareholders | $ (35,050,574) | $ (17,069,896) |
Earnings Per Share (Basic) | $ (34.19) | $ (132) |
Earnings Per Share (Diluted) | $ (34.19) | $ (132) |
Accounting Standards Update 2020-06 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net Loss | $ (17,069,896) | |
Net Loss attributable to common shareholders | $ (35,050,574) | |
Earnings Per Share (Basic) | $ (34.19) | |
Earnings Per Share (Diluted) | $ (34.19) | |
Accounting Standards Update 2020-06 | Pre Accounting Standard Update 202006 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net Loss | $ (25,739,479) | |
Net Loss attributable to common shareholders | $ (43,720,157) | |
Earnings Per Share (Basic) | $ (42.65) | |
Earnings Per Share (Diluted) | $ (42.65) | |
Accounting Standards Update 2020-06 | Scenario Adjustment | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net Loss | $ 8,669,583 | |
Net Loss attributable to common shareholders | $ 8,669,583 | |
Earnings Per Share (Basic) | $ (8.46) | |
Earnings Per Share (Diluted) | $ (8.46) |
LIQUIDITY, CONTINUED OPERATIO_2
LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Liquidity Continued Operations And Going Concern [Line Items] | ||
Net cash used in operating activities | $ 9,536,879 | $ 10,506,575 |
Current liabilities | 5,761,067 | $ 4,973,659 |
Working capital deficit | $ 4,225,559 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 15, 2021 | |
Related Party Transaction [Line Items] | |||
Contributions to equity method investments | $ 83,559 | ||
JV | |||
Related Party Transaction [Line Items] | |||
Contributions to equity method investments | $ 0 | 83,559 | |
TubeSolar | Long-Term Supply and Joint Development Agreement | |||
Related Party Transaction [Line Items] | |||
Revenue | $ 0 | ||
TubeSolar | Long-Term Supply and Joint Development Agreement | Product Revenue | |||
Related Party Transaction [Line Items] | |||
Revenue | 3,000 | ||
TubeSolar | Long-Term Supply and Joint Development Agreement | NRE Revenue | |||
Related Party Transaction [Line Items] | |||
Revenue | $ 512,000 | ||
TubeSolar | Maximum | Long-Term Supply and Joint Development Agreement | |||
Related Party Transaction [Line Items] | |||
Non-recurring engineering fees receivable | $ 4,000,000 | ||
Milestones receivable | $ 13,500,000 | ||
TubeSolar AG | JV | |||
Related Party Transaction [Line Items] | |||
Minority stake percentage | 30% |
ASSET ACQUISITION - Additional
ASSET ACQUISITION - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Apr. 20, 2023 | Apr. 17, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Asset Acquisition [Line Items] | ||||
Impairment loss | $ 3,283,715 | $ 0 | ||
Book value of assets purchased | 800,000 | |||
Flisom AG | ||||
Asset Acquisition [Line Items] | ||||
Assets purchased amount payable | $ 800,000 | |||
Flisom AG | Asset Purchase Agreement | ||||
Asset Acquisition [Line Items] | ||||
Total consideration for asset purchase | $ 2,800,000 | |||
Purchase price, including transaction costs | $ 1,283,926 | |||
FL1 Holding GmbH | Letter Agreement | ||||
Asset Acquisition [Line Items] | ||||
Agreement entered date | Apr. 20, 2023 | |||
Option to purchase intellectual property rights | $ 2,000,000 | |||
Asset resale period | 12 months | |||
Asset resale amount | $ 5,000,000 | |||
Asset resale closing period after exercise | 90 days | |||
Photovoltaic Thin Film Solar Cells | Flisom AG | Asset Purchase Agreement | ||||
Asset Acquisition [Line Items] | ||||
Date of asset acquisition agreement | Apr. 17, 2023 |
ASSET ACQUISITION - Summary of
ASSET ACQUISITION - Summary of Asset Price Allocation (Details) - Flisom AG - Asset Purchase Agreement | Apr. 17, 2023 USD ($) |
Asset Acquisition [Line Items] | |
Other Assets | $ 98,746 |
Manufacturing machinery and equipment | |
Asset Acquisition [Line Items] | |
Fixed Assets | 3,682,621 |
Furniture, fixtures, computer hardware and computer software | |
Asset Acquisition [Line Items] | |
Fixed Assets | 110,102 |
Raw Material | |
Asset Acquisition [Line Items] | |
Inventory | 130,030 |
Finished Goods | |
Asset Acquisition [Line Items] | |
Inventory | $ 62,427 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Depreciable property, plant and equipment | $ 21,177,892 | $ 22,590,169 |
Less: Accumulated depreciation and amortization | (20,131,008) | (22,038,508) |
Net property, plant and equipment | 1,046,884 | 551,661 |
Furniture, fixtures, computer hardware and computer software | ||
Property Plant And Equipment [Line Items] | ||
Depreciable property, plant and equipment | 468,588 | 482,235 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Depreciable property, plant and equipment | 15,995 | 87,957 |
Manufacturing machinery and equipment | ||
Property Plant And Equipment [Line Items] | ||
Depreciable property, plant and equipment | 20,661,222 | 21,739,504 |
Manufacturing machinery and equipment, in progress | ||
Property Plant And Equipment [Line Items] | ||
Depreciable property, plant and equipment | $ 32,087 | $ 280,473 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 76,069 | $ 56,477 |
Fixed assets | 1,046,884 | $ 551,661 |
Manufacturing machinery and equipment | Switzerland | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets | $ 786,000 |
OPERATING LEASES - Additional I
OPERATING LEASES - Additional Information (Details) | 4 Months Ended | 12 Months Ended | ||||||
Jan. 01, 2021 USD ($) | Sep. 30, 2020 SquareFoot | Sep. 21, 2020 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 01, 2023 ft² | Aug. 31, 2023 ft² | |
Lessee, Lease, Description [Line Items] | ||||||||
Number of rentable square feet of building | SquareFoot | 100,000 | |||||||
Lease term | 88 months | |||||||
Lease commencement date | Sep. 21, 2020 | |||||||
Rent per month | $ 80,000 | $ 50,000 | ||||||
Percentage of rent increase in annual rate | 3% | |||||||
Net rentable area | ft² | 100,000 | |||||||
Lease terms description | The building lease term is for 88 months commencing on September 21, 2020 at a rent of $50,000 per month including taxes, insurance and common area maintenance until December 31, 2020. Beginning January 1, 2021, the rent adjusted to $80,000 per month on a triple net basis and shall increase at an annual rate of 3% per annum until December 31, 2027. Effective September 1, 2023, the lease was amended to reduce the rentable square feet from 100,000 to approximately 75,000 square feet and the rent and tenant share of expenses were decreased in proportion to the reduction in rentable square feet. The Company recorded this as a lease modification in accordance with ASC 842, Leases, and recorded a reduction to the right of use asset and lease liability of $1,292,316 and $1,376,994, respectively. The Company recognized a gain on the lease modification of $84,678, which was recorded as other income in the Statement of Operations. | |||||||
Operating lease costs | $ 961,333 | $ 1,042,346 | ||||||
Remaining lease term | 48 months | 48 months | ||||||
Lease discount rate | 12% | 12% | ||||||
Gain on the lease modification | $ 84,678 | |||||||
Short term lease expense | $ 326,400 | $ 16,200 | ||||||
ASC 842 | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Reduction to right of use asset | 1,292,316 | |||||||
Reduction to lease liability | $ (1,376,994) | |||||||
Minimum | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Net rentable area | ft² | 75,000 |
OPERATING LEASES - Schedule of
OPERATING LEASES - Schedule of Assets and Liabilities Related to Company's Lease (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | |||
Operating lease right-of-use assets, net | $ 2,364,672 | $ 4,324,514 | |
Current portion of operating lease liability | 491,440 | 733,572 | |
Non-current operating lease liabilities | $ 2,043,025 | $ 3,827,878 | $ 2,043,025 |
OPERATING LEASES - Schedule Fut
OPERATING LEASES - Schedule Future Maturities of Operating Lease Liability (Details) | Dec. 31, 2023 USD ($) |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |
2024 | $ 769,129 |
2025 | 792,203 |
2026 | 815,969 |
2027 | 840,449 |
Total lease payments | 3,217,750 |
Less amounts representing interest | (683,285) |
Present value of lease liability | $ 2,534,465 |
INVENTORIES - Schedule of Inven
INVENTORIES - Schedule of Inventories (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 445,721 | $ 577,799 |
Work in process | 1,775 | 37,351 |
Finished goods | 133 | |
Total | $ 447,496 | $ 615,283 |
NOTES PAYABLE - Additional Info
NOTES PAYABLE - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Accrued interest | $ 628,145 | $ 559,060 | |
Unsecured Debt | Note Payable Conversion One | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 250,000 | ||
Stated interest rate | 5% | ||
Interest accrued on convertible debt | $ 81,336 |
SECURED PROMISSORY NOTE - Globa
SECURED PROMISSORY NOTE - Global Ichiban Secured Promissory Notes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Secured Promissory Note [Line Items] | ||
Unamortized discount | $ 9,624,500 | $ 51,731 |
Conversions payable settled in stock | $ 10,507,101 |
PROMISSORY NOTES - Additional I
PROMISSORY NOTES - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Short Term Debt [Line Items] | |
Proceeds from issuance of debt | $ 15,000,000 |
CONVERTIBLE NOTES - Schedule of
CONVERTIBLE NOTES - Schedule of Convertible Notes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument, Principal [Roll Forward] | ||
Principal Balance, beginning | $ 14,892,899 | $ 10,400,000 |
Principal Balance, beginning | 14,892,899 | |
New Notes | 15,000,000 | |
Notes assigned or exchanged | 0 | |
Notes converted | (10,507,101) | |
Principal Settled | (14,486,232) | |
Principal Balance, ending | 14,892,899 | |
Principal Balance, ending | 406,667 | 14,892,899 |
Less: remaining discount | (51,731) | (9,624,500) |
Promissory Notes, net of discount | 5,268,399 | |
Promissory Notes, net of discount | 354,936 | |
Nanyang Convertible Notes | ||
Debt Instrument, Principal [Roll Forward] | ||
Principal Balance, beginning | 0 | 500,000 |
New Notes | 0 | |
Notes assigned or exchanged | 1,000,000 | |
Notes converted | (1,500,000) | |
Principal Balance, ending | 0 | |
Less: remaining discount | 0 | |
Promissory Notes, net of discount | 0 | |
Fleur | ||
Debt Instrument, Principal [Roll Forward] | ||
Principal Balance, beginning | 0 | 0 |
New Notes | 0 | |
Notes assigned or exchanged | 1,000,000 | |
Notes converted | (1,000,000) | |
Principal Balance, ending | 0 | |
Less: remaining discount | 0 | |
Promissory Notes, net of discount | 0 | |
Sabby | ||
Debt Instrument, Principal [Roll Forward] | ||
Principal Balance, beginning | 7,392,899 | 0 |
New Notes | 7,500,000 | |
Notes assigned or exchanged | 0 | |
Notes converted | (107,101) | |
Principal Settled | (7,392,899) | |
Principal Balance, ending | 0 | 7,392,899 |
Less: remaining discount | 0 | (4,777,643) |
Promissory Notes, net of discount | 0 | 2,615,256 |
L1 | ||
Debt Instrument, Principal [Roll Forward] | ||
Principal Balance, beginning | 7,500,000 | 0 |
Principal Balance, beginning | 7,500,000 | |
New Notes | 7,500,000 | |
Notes assigned or exchanged | 0 | |
Notes converted | 0 | |
Principal Settled | (7,093,333) | |
Principal Balance, ending | 7,500,000 | |
Principal Balance, ending | 406,667 | 7,500,000 |
Less: remaining discount | (51,731) | (4,846,857) |
Promissory Notes, net of discount | 2,653,143 | |
Promissory Notes, net of discount | 354,936 | |
Convertible Debt | BD 1 Notes (related party) | ||
Debt Instrument, Principal [Roll Forward] | ||
Principal Balance, beginning | $ 0 | 9,900,000 |
New Notes | 0 | |
Notes assigned or exchanged | (2,000,000) | |
Notes converted | (7,900,000) | |
Principal Balance, ending | 0 | |
Less: remaining discount | 0 | |
Promissory Notes, net of discount | $ 0 |
CONVERTIBLE NOTES - BD 1 Conver
CONVERTIBLE NOTES - BD 1 Convertible Note - Additional Information (Details) | Jul. 11, 2022 USD ($) shares | Feb. 02, 2022 USD ($) shares | Feb. 01, 2022 USD ($) shares | Dec. 31, 2021 USD ($) Debt_instrument $ / shares shares | Dec. 31, 2023 USD ($) | Jan. 21, 2022 USD ($) | Jan. 03, 2022 USD ($) | Jan. 01, 2022 USD ($) |
Short Term Debt [Line Items] | ||||||||
Convertible Notes Payable, Current | $ 354,936 | |||||||
BD 1 Notes (related party) | ||||||||
Short Term Debt [Line Items] | ||||||||
Aggregate principal amount of notes outstanding | $ 7,900,000 | $ 7,900,000 | ||||||
Debt conversion, converted instrument, shares issued | shares | 79,000 | |||||||
Interest expense debt | $ 1,721,000 | |||||||
BD 1 Notes (related party) | Fleur | ||||||||
Short Term Debt [Line Items] | ||||||||
Aggregate principal amount of notes outstanding | $ 1,000,000 | |||||||
Nanyang Investment Management | ||||||||
Short Term Debt [Line Items] | ||||||||
Debt conversion, converted instrument, shares issued | shares | 9,000 | 6,000 | ||||||
Interest expense debt | $ 176,000 | $ 133,000 | ||||||
Nanyang Investment Management | Unsecured Convertible Notes | ||||||||
Short Term Debt [Line Items] | ||||||||
Aggregate principal amount of notes outstanding | $ 900,000 | $ 600,000 | ||||||
Nanyang Investment Management | BD 1 Notes (related party) | ||||||||
Short Term Debt [Line Items] | ||||||||
Aggregate principal amount of notes outstanding | $ 1,000,000 | |||||||
BD1 Exchange Agreement | BD 1 Investment Holding LLC | ||||||||
Short Term Debt [Line Items] | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 100 | |||||||
Debt conversion, converted instrument, shares issued | shares | 105,000 | |||||||
Convertible notes payable | $ 9,900,000 | |||||||
BD1 Exchange Agreement | BD 1 Investment Holding LLC | Promissory Note | ||||||||
Short Term Debt [Line Items] | ||||||||
Repurchase amount | $ 10,400,000 | |||||||
Aggregate principal amount of notes outstanding | 6,252,000 | |||||||
Accrued interest | $ 1,145,000 | |||||||
BD1 Exchange Agreement | BD 1 Investment Holding LLC | Unsecured Convertible Notes | ||||||||
Short Term Debt [Line Items] | ||||||||
Number of unsecured convertible notes | Debt_instrument | 2 | |||||||
Aggregate principal amount of notes outstanding | $ 10,500,000 | |||||||
Debt instrument, maturity date | Dec. 18, 2025 | |||||||
BD1 Exchange Agreement | Nanyang Investment Management | Unsecured Convertible Notes | ||||||||
Short Term Debt [Line Items] | ||||||||
Aggregate principal amount of notes outstanding | $ 500,000 |
CONVERTIBLE NOTES - Nanyang Con
CONVERTIBLE NOTES - Nanyang Convertible Note - Additional Information (Details) - Nanyang Investment Management - USD ($) | Jul. 31, 2022 | Jul. 11, 2022 | Feb. 02, 2022 | Dec. 31, 2021 |
Short Term Debt [Line Items] | ||||
Common shares issued | 9,000 | 6,000 | ||
Maximum outstanding shares owned, Percentage | 4.99% | |||
Debt conversion, converted instrument, shares issued | 9,000 | 6,000 | ||
Interest expense upon conversion | $ 176,000 | $ 133,000 | ||
Unsecured Convertible Notes | ||||
Short Term Debt [Line Items] | ||||
Aggregate principal amount of notes outstanding | $ 900,000 | $ 600,000 | ||
BD1 Exchange Agreement | Unsecured Convertible Notes | ||||
Short Term Debt [Line Items] | ||||
Aggregate principal amount of notes outstanding | $ 500,000 |
CONVERTIBLE NOTES - Fleur Conve
CONVERTIBLE NOTES - Fleur Convertible Note - Additional Information (Details) - Fleur Capital Pte Ltd - USD ($) | Jul. 31, 2022 | Jul. 11, 2022 | Feb. 02, 2022 | Jan. 21, 2022 |
Short-Term Debt [Line Items] | ||||
Maximum outstanding shares owned, Percentage | 4.99% | |||
Debt conversion, converted instrument, shares issued | 3,000 | 7,000 | ||
Interest expense upon conversion | $ 59,000 | $ 155,000 | ||
Unsecured Convertible Notes | ||||
Short-Term Debt [Line Items] | ||||
Aggregate principal amount of notes outstanding | $ 300,000 | $ 700,000 | ||
BD1 Exchange Agreement | Unsecured Convertible Notes | ||||
Short-Term Debt [Line Items] | ||||
Aggregate principal amount of notes outstanding | $ 1,000,000 |
CONVERTIBLE NOTES - Sabby _ L1
CONVERTIBLE NOTES - Sabby / L1 Convertible Note - Additional Information (Details) | 12 Months Ended | ||||||||||||||
Dec. 01, 2023 $ / shares | Sep. 28, 2023 USD ($) $ / shares shares | Jun. 29, 2023 USD ($) $ / shares shares | Jun. 19, 2023 | May 22, 2023 USD ($) | May 18, 2023 | Apr. 14, 2023 USD ($) $ / shares shares | Apr. 12, 2023 $ / shares | Mar. 29, 2023 $ / shares | Dec. 19, 2022 USD ($) TradingDay $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 27, 2023 shares | Jun. 28, 2023 $ / shares shares | Apr. 13, 2023 shares | |
Short-Term Debt [Line Items] | |||||||||||||||
Unamortized discount | $ 51,731 | $ 9,624,500 | |||||||||||||
Warrant exercise price per share | $ / shares | $ 2.88 | ||||||||||||||
Warrants outstanding | shares | 9,998,233 | 19,647 | |||||||||||||
Principal amount settled | $ 10,507,101 | ||||||||||||||
Principal amount settled | $ 14,486,232 | ||||||||||||||
Down round deemed dividend | 17,980,678 | ||||||||||||||
Amortization of debt discount | $ 1,809,566 | $ 2,609,389 | |||||||||||||
Maximum | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Warrant exercise price per share | $ / shares | $ 1,060 | $ 1,060 | |||||||||||||
Private Placement | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Common stock price per share | $ / shares | $ 540 | ||||||||||||||
Senior Secured Original Issue 10% Discount Convertible Advance Notes | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Aggregate principal amount of notes outstanding | $ 1,089,160 | $ 0 | |||||||||||||
Principal amount settled | $ 169,642 | ||||||||||||||
VWAP price of common stock, Percentage | 100% | ||||||||||||||
Floor price | $ / shares | $ 0.65 | $ 40 | $ 40 | ||||||||||||
Sabby / L1 Convertible Note | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Proceeds from secured convertible promissory note | $ 15,000,000 | ||||||||||||||
Debt Instrument Prepayment Amount | $ 666,667 | ||||||||||||||
Debt instrument prepayment date description | (i) the May 18, 2023 payment was deferred until August 16, 2023, and (ii) the June 19, 2023 payment was delayed until September 17, 2023. | ||||||||||||||
Debt instrument, maturity start date | Aug. 16, 2023 | ||||||||||||||
Debt instrument, maturity end date | Sep. 17, 2023 | ||||||||||||||
Daily VWAP of common stock, Percentage | 90% | ||||||||||||||
Securities Purchase Contract | Sabby / L1 Convertible Note | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Proceeds from secured convertible promissory note | $ 13,500,000 | ||||||||||||||
Debt instrument, convertible, threshold trading days | TradingDay | 10 | ||||||||||||||
Maximum outstanding shares owned, Percentage | 4.99% | ||||||||||||||
Prior notice period number of days | 61 days | ||||||||||||||
Percentage of paydown amount upon subsequent funding | 30% | ||||||||||||||
Number of days after date of purchase contract | 210 days | ||||||||||||||
Interest expense debt | $ 301,700 | 22,100 | |||||||||||||
Interest payable | 29,900 | 22,100 | |||||||||||||
Floor price | $ / shares | $ 114 | ||||||||||||||
Accelerated discount on convertible debt | 4,077,510 | ||||||||||||||
Amortization of debt discount | $ 1,809,000 | $ 286,200 | |||||||||||||
Securities Purchase Contract | Sabby / L1 Convertible Note | Common Stock | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Warrants exercisable for number shares of common stock | shares | 12,568 | 12,567 | |||||||||||||
Warrant exercise price per share | $ / shares | $ 786 | $ 786 | |||||||||||||
Class of warrant or right term | 5 years | ||||||||||||||
Common stock issued | shares | 465,574 | 350 | |||||||||||||
Securities Purchase Contract | Sabby / L1 Convertible Note | Maximum | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Maximum outstanding shares owned, Percentage | 9.99% | ||||||||||||||
Securities Purchase Contract | Sabby / L1 Convertible Note | Five Most Recent Daily Volume Weighted Average Price of Common Stock | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 30% | ||||||||||||||
Securities Purchase Contract | Sabby / L1 Convertible Note | Three Lowest Volume Weighted Average Price of Common Stock | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 92.50% | ||||||||||||||
Securities Purchase Contract | Sabby / L1 Convertible Note | Private Placement | Common Stock | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Warrants exercisable for number shares of common stock | shares | 134,904 | 12,567 | |||||||||||||
Warrant exercise price per share | $ / shares | $ 73.22 | ||||||||||||||
Securities Purchase Contract | Sabby / L1 Convertible Note | Senior Secured Original Issue 10% Discount Convertible Advance Notes | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Aggregate principal amount of notes outstanding | $ 12,500,000 | ||||||||||||||
Discount on convertible advance notes | 10% | ||||||||||||||
Principal amount prepayment percentage | 100% | ||||||||||||||
Securities Purchase Contract | Sabby / L1 Convertible Note | Senior Secured Original Issue 10% Discount Convertible Advance Notes | Private Placement | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Aggregate principal amount of notes outstanding | $ 2,500,000 | ||||||||||||||
Discount on convertible advance notes | 10% | ||||||||||||||
Conversion price (in dollars per share) | $ / shares | 73.22 | ||||||||||||||
Securities Purchase Contract | Sabby / L1 Convertible Note | Registered Advance Notes | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Stated interest rate | 4.50% | ||||||||||||||
Proceeds from secured convertible promissory note | $ 11,250,000 | ||||||||||||||
Unamortized discount | 1,250,000 | ||||||||||||||
Debt instrument, term | 18 months | ||||||||||||||
Securities Purchase Contract | Sabby / L1 Convertible Note | Private Placement Advance Notes | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Proceeds from secured convertible promissory note | $ 2,250,000 | ||||||||||||||
Securities Purchase Contract | Sabby / L1 Convertible Note | Private Placement Advance Notes | Private Placement | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Stated interest rate | 4.50% | ||||||||||||||
Unamortized discount | $ 250,000 | ||||||||||||||
Debt instrument, term | 18 months | ||||||||||||||
Securities Purchase Contract | Sabby / L1 Convertible Note | Additional Advance Notes | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Aggregate principal amount of notes outstanding | $ 1,000,000 | ||||||||||||||
Percentage of cash allocation receivable from additional funding | 90% | ||||||||||||||
Additional amount drawn description | no more than one Additional Advance Note may be issued during any 30-day period | ||||||||||||||
Securities Purchase Contract | Sabby / L1 Convertible Note | Additional Advance Notes | Maximum | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Aggregate principal amount of notes outstanding | $ 35,000,000 | ||||||||||||||
Securities Purchase Contract | Sabby / L1 Convertible Note | Additional Advance Notes Investor | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Aggregate principal amount of notes outstanding | $ 2,000,000 | ||||||||||||||
Securities Purchase Contract | Lucro Investments VCC-ESG Opportunities Fund [Member] | Private Placement | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Common stock price per share | $ / shares | $ 240 | ||||||||||||||
Agreement entered date | Apr. 14, 2023 | ||||||||||||||
Aggregate consideration | $ 9,000,000 | ||||||||||||||
Securities Purchase Contract | Lucro Investments VCC-ESG Opportunities Fund [Member] | Private Placement | Common Stock | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Aggregate number of common stock shares for private placement | shares | 37,500 | ||||||||||||||
Series 1B Securities Purchase Agreement [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 28 | ||||||||||||||
Agreement entered date | Jun. 29, 2023 | ||||||||||||||
Aggregate consideration | $ 900,000,000,000 | ||||||||||||||
Series 1B Securities Purchase Agreement [Member] | Common Stock | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Aggregate number of common stock shares for private placement | shares | 900 | ||||||||||||||
Series 1B Securities Purchase Agreement [Member] | Sabby / L1 Convertible Note | Private Placement | Common Stock | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Warrants exercisable for number shares of common stock | shares | 389,500 | 134,904 | |||||||||||||
Warrant exercise price per share | $ / shares | $ 25.36 | ||||||||||||||
Series 1B Securities Purchase Agreement [Member] | Sabby / L1 Convertible Note | Senior Secured Original Issue 10% Discount Convertible Advance Notes | Private Placement | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 25.36 | ||||||||||||||
Placement Agent Agreement | Secondary Public Offering | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Common stock price per share | $ / shares | $ 2.88 | ||||||||||||||
Gross proceeds, before deducting offering expenses | $ 10,300,000 | ||||||||||||||
Aggregate number of common stock shares for private placement | shares | 3,572,635 | ||||||||||||||
Placement Agent Agreement | Sabby / L1 Convertible Note | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Aggregate principal amount of notes outstanding | $ 400,000 | ||||||||||||||
Placement Agent Agreement | Sabby / L1 Convertible Note | Common Stock | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Warrants exercisable for number shares of common stock | shares | 5,596,232 | 389,500 | |||||||||||||
Warrant exercise price per share | $ / shares | $ 1.76 | ||||||||||||||
Placement Agent Agreement | Sabby / L1 Convertible Note | Private Placement Advance Notes | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Conversion price (in dollars per share) | $ / shares | 1.76 | ||||||||||||||
Placement Agent Agreement | Dawson James | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Common stock price per share | $ / shares | $ 2.88 | ||||||||||||||
Agreement entered date | Sep. 28, 2023 | ||||||||||||||
Aggregate number of common stock shares for private placement | shares | 3,572,635 | ||||||||||||||
Placement Agent Agreement | Dawson James | Secondary Public Offering | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Gross proceeds, before deducting offering expenses | $ 10,300,000 |
CONVERTIBLE NOTES - Sabby _ L_2
CONVERTIBLE NOTES - Sabby / L1 Convertible Note - Schedule of Fair Value of Warrants (Details) | Dec. 31, 2023 yr | Dec. 19, 2022 yr |
Level 2 | Sabby / L1 Convertible Note | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of warrants | 129.5 | |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of warrants | 82 | |
Dividend Yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of warrants | 0 | |
Dividend Yield | Sabby / L1 Convertible Note | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of warrants | 0 | |
Risk-free Interest Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of warrants | 3 | |
Risk-free Interest Rate | Sabby / L1 Convertible Note | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of warrants | 3.7 | |
Expected Life of the Warrants (In Years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of warrants | 5 | |
Expected Life of the Warrants (In Years) | Sabby / L1 Convertible Note | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of warrants | 2.5 |
CONVERTIBLE NOTES - Sabby _ L_3
CONVERTIBLE NOTES - Sabby / L1 Convertible Note - Summary of Allocation of Proceeds (Details) - Sabby / L1 Convertible Note | Dec. 19, 2022 USD ($) |
Short-Term Debt [Line Items] | |
Principal Amount | $ 15,000,000 |
Original Note Discount | (1,500,000) |
Transaction Costs | (2,087,089) |
Net Amount | 11,412,911 |
Convertible Debt | |
Short-Term Debt [Line Items] | |
Principal Amount | 15,000,000 |
Allocation | (7,480,058) |
Original Note Discount | (1,500,000) |
Transaction Costs | (930,678) |
Net Amount | 5,089,264 |
Warrants | |
Short-Term Debt [Line Items] | |
Allocation | 2,990,029 |
Transaction Costs | (462,256) |
Net Amount | 2,527,773 |
BCF | |
Short-Term Debt [Line Items] | |
Allocation | 4,490,029 |
Transaction Costs | (694,155) |
Net Amount | $ 3,795,874 |
CONVERTIBLE NOTES - Sabby _ L_4
CONVERTIBLE NOTES - Sabby / L1 Convertible Note - Summary of Convertible Notes Prepayment (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |
Aggregate | $ 2,000,000 |
April 3, 2023 | |
Debt Instrument [Line Items] | |
Aggregate | 333,333 |
April 13, 2023 | |
Debt Instrument [Line Items] | |
Aggregate | 333,333 |
May 18, 2023 | |
Debt Instrument [Line Items] | |
Aggregate | 666,667 |
June 19, 2023 | |
Debt Instrument [Line Items] | |
Aggregate | $ 666,667 |
CONVERTIBLE NOTES - Sabby _ L_5
CONVERTIBLE NOTES - Sabby / L1 Convertible Note - Summary of Settlement of Debt (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Principal converted into stock | $ 6,990,269 | |
Principal converted into conversions payable | 6,470,540 | |
Cash Payments | 1,025,423 | |
Total Principal Settled | $ 10,507,101 | |
Total Principal Settled | $ 14,486,232 |
CONVERTIBLE NOTES - Sabby _ L_6
CONVERTIBLE NOTES - Sabby / L1 Convertible Note - Summary of Conversion Payable Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Conversions payable settled in stock | $ (10,507,101) | |
Senior Secured Original Issue 10% Discount Convertible Advance Notes | ||
Debt Instrument [Line Items] | ||
Balance at January 1, 2023 | $ 0 | |
Additions to conversions payable | 6,470,540 | |
Cash payments | (5,211,738) | |
Conversions payable settled in stock | (169,642) | |
Balance at December 31, 2023 | $ 1,089,160 | $ 0 |
SERIES A PREFERRED STOCK - Addi
SERIES A PREFERRED STOCK - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class Of Stock [Line Items] | ||
Preferred stock, value, issued | $ 5 | $ 5 |
Series A Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares issued (in shares) | 48,100 | 48,100 |
Preferred stock, dividend rate | 8% | |
Preferred stock, dividend, make-whole dividend rate to market value | 10% | |
Preferred stock, conversion, required common share price (in dollars per share) | $ 232 | |
Preferred stock redemption price per share | $ 8 | |
Preferred stock, shares outstanding (in shares) | 48,100 | 48,100 |
Accrued and unpaid dividends | $ 514,269 | $ 465,501 |
Common Stock | Maximum | ||
Class Of Stock [Line Items] | ||
Convertible preferred stock, shares issued upon conversion (in shares) | 1 |
SERIES 1A PREFERRED STOCK - Add
SERIES 1A PREFERRED STOCK - Additional Information (Details) - Private Placement - USD ($) | Aug. 19, 2022 | Feb. 01, 2022 | Dec. 31, 2023 | Jan. 01, 2022 |
Class Of Stock [Line Items] | ||||
Gross proceeds from issuance of private placement | $ 4,000,000 | |||
Securities Purchase Agreement | Crowdex Investments, LLC | Series 1A Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Original issue price per share | $ 1,000 | |||
Liquidation, dissolution or winding up, holders to be paid out of assets, amount per share | 1,000 | |||
Securities Purchase Agreement | Crowdex and TubeSolar | Series 1A Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Fixed conversion price per 10,000 common share | $ 100 | |||
Initial Closing Under Securities Purchase Agreement | Crowdex Investments, LLC | Series 1A Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Number of common shares upon conversion of preferred stock | 13,000 | |||
Conversion of stock, stock converted | 1,300 | |||
Preferred stock, shares outstanding (in shares) | 1,300 | |||
Initial Closing Under Securities Purchase Agreement | TubeSolar | Series 1A Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Number of common shares upon conversion of preferred stock | 24,000 | |||
Conversion of stock, stock converted | 2,400 | |||
Preferred stock, shares outstanding (in shares) | 2,400 |
SERIES 1B PREFERRED STOCK - Add
SERIES 1B PREFERRED STOCK - Additional Information (Details) - Private Placement | 12 Months Ended | |||
Oct. 02, 2023 USD ($) | Jun. 29, 2023 USD ($) $ / shares shares | Aug. 19, 2022 USD ($) | Dec. 31, 2023 TradingDay $ / shares | |
Class of Stock [Line Items] | ||||
Proceeds from Issuance of Private Placement | $ | $ 4,000,000 | |||
Series1 B Preferred Stock | Series 1B SPA | ||||
Class of Stock [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 900 | |||
Proceeds from Issuance of Private Placement | $ | $ 900,000 | |||
Liquidation, dissolution or winding up, holders to be paid out of assets, amount per share | $ 1,000 | |||
Initial onversion price per common share | 28 | |||
Preferred stock, convertible, conversion price | $ 28 | |||
Agreement entered date | Jun. 29, 2023 | |||
Preferred stock, convertible, threshold percentage of stock price trigger | 90% | |||
Preferred stock, convertible, threshold trading days | TradingDay | 10 | |||
Preferred stock, convertible, threshold commencing trading days | TradingDay | 5 | |||
Maximum outstanding shares owned, Percentage | 4.99% | |||
Prior notice period number of days | 61 days | |||
Retirement value of shares | $ | $ 900,000 | |||
Series1 B Preferred Stock | Series 1B SPA | Maximum | ||||
Class of Stock [Line Items] | ||||
Percentage of beneficially own in excess of common stock outstanding | 9.99% | |||
Series1 B Preferred Stock | Series 1B SPA | Minimum | ||||
Class of Stock [Line Items] | ||||
Floor price | $ 10 |
STOCKHOLDERS' EQUITY (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) - Additional Information (Details) | 12 Months Ended | ||||||
Oct. 02, 2023 USD ($) shares | Sep. 28, 2023 USD ($) $ / shares shares | Aug. 19, 2022 USD ($) | Aug. 08, 2022 USD ($) $ / shares shares | Aug. 04, 2022 USD ($) | Dec. 31, 2023 USD ($) Vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Class Of Stock [Line Items] | |||||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares outstanding (in shares) | 3,583,846 | 259,323 | |||||
Common stock, number of votes per share | Vote | 1 | ||||||
Preferred stock, shares authorized (in shares) | 25,000,000 | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Minimum proceeds required for Qualified Financing | $ | $ 5,000,000 | ||||||
Warrant exercise price per share | $ / shares | $ 2.88 | ||||||
Warrants term | 5 years | ||||||
Conversion amount payable related to secured convertible notes | $ | $ 5,200,000 | ||||||
Pre-funded warrants were exercised into common stock | 2,468,500 | ||||||
Warrants outstanding | 9,998,233 | 19,647 | |||||
Notes canceled and converted | $ | $ 10,507,101 | ||||||
Maximum | |||||||
Class Of Stock [Line Items] | |||||||
Warrant exercise price per share | $ / shares | $ 1,060 | $ 1,060 | |||||
Minimum | |||||||
Class Of Stock [Line Items] | |||||||
Warrant exercise price per share | $ / shares | $ 1.76 | $ 786 | |||||
Warrant | |||||||
Class Of Stock [Line Items] | |||||||
Warrants exercisable for shares of common stock | 1 | ||||||
Warrant exercisable term | 5 years | ||||||
Warrant exercise price per share | $ / shares | $ 1,060 | ||||||
Term of beneficially own in excess of common stock outstanding | 61 days | ||||||
Warrants outstanding | 7,076 | ||||||
Purchase common stock and warrants | $ | $ 5,000,000 | ||||||
Warrant | Maximum | |||||||
Class Of Stock [Line Items] | |||||||
Percentage of beneficially own in excess of common stock outstanding | 19.99% | ||||||
Warrant | Minimum | |||||||
Class Of Stock [Line Items] | |||||||
Percentage of beneficially own in excess of common stock outstanding | 9.99% | ||||||
Bridge Note | |||||||
Class Of Stock [Line Items] | |||||||
Conversion of debt possible under Qualified Financing | $ | 1,000,000 | ||||||
Fleur Capital Pte Ltd | Bridge Note | |||||||
Class Of Stock [Line Items] | |||||||
Proceeds from unsecured convertible promissory note | $ | 1,000,000 | ||||||
Debt instrument, outstanding amount | $ | $ 1,000,000 | ||||||
Dawson James | |||||||
Class Of Stock [Line Items] | |||||||
Percentage of gross proceeds from sale of Units | 8% | ||||||
Legal fees | $ | $ 155,000 | ||||||
Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Shares issued on offering | 389,024 | ||||||
Series1 B Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | 900 | ||||||
Conversion amount payable related to outstanding preferred stock | $ | $ 900,000 | ||||||
Private Placement | |||||||
Class Of Stock [Line Items] | |||||||
Common stock price per share | $ / shares | $ 540 | ||||||
Gross proceeds from private placement | $ | $ 4,000,000 | ||||||
Private Placement | Bridge Note | Common Stock and Warrants [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Notes canceled and converted | $ | $ 1,000,000 | ||||||
Secondary Public Offering | |||||||
Class Of Stock [Line Items] | |||||||
Amount allocated to common stock or prefunded warrants and common stock warrants | $ | $ 10,300,000 | ||||||
Prefunded Warrants | |||||||
Class Of Stock [Line Items] | |||||||
Warrant exercise price per share | $ / shares | $ 0.0001 | ||||||
Shares issued on offering | 3,183,611 | ||||||
Warrants outstanding | 715,111 | ||||||
Common Warrants | |||||||
Class Of Stock [Line Items] | |||||||
Shares issued on offering | 3,572,635 | ||||||
Securities Purchase Agreement | Private Placement | Lucro | |||||||
Class Of Stock [Line Items] | |||||||
Aggregate number of common stock shares for private placement | 4,717 | ||||||
Warrants exercisable for number shares of common stock | 7,076 | ||||||
Common stock price per share | $ / shares | $ 1,060 | ||||||
Warrants exercisable for shares of common stock | 1.5 | ||||||
Placement Agent Agreement | Dawson James | |||||||
Class Of Stock [Line Items] | |||||||
Aggregate number of common stock shares for private placement | 3,572,635 | ||||||
Common stock price per share | $ / shares | $ 2.88 | ||||||
Placement Agent Agreement | Secondary Public Offering | |||||||
Class Of Stock [Line Items] | |||||||
Aggregate number of common stock shares for private placement | 3,572,635 | ||||||
Common stock price per share | $ / shares | $ 2.88 | ||||||
Gross proceeds, before deducting offering expenses | $ | $ 10,300,000 | ||||||
Placement Agent Agreement | Secondary Public Offering | Dawson James | |||||||
Class Of Stock [Line Items] | |||||||
Gross proceeds, before deducting offering expenses | $ | $ 10,300,000 |
STOCKHOLDERS' EQUITY (DEFICIT_3
STOCKHOLDERS' EQUITY (DEFICIT) - Schedule of Fair Value of Warrants (Details) | Dec. 31, 2023 yr |
Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of warrants | 82 |
Volatility | Public Offering | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of warrants | 156 |
Dividend Yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of warrants | 0 |
Dividend Yield | Public Offering | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of warrants | 0 |
Risk-free Interest Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of warrants | 3 |
Risk-free Interest Rate | Public Offering | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of warrants | 5 |
Expected Life of the Warrants (In Years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of warrants | 5 |
Expected Life of the Warrants (In Years) | Public Offering | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of warrants | 2.5 |
STOCKHOLDERS' EQUITY (DEFICIT_4
STOCKHOLDERS' EQUITY (DEFICIT) - Schedule of Stock by Class (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 25,000,000 | |
Series A Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 750,000 | 750,000 |
Preferred stock, shares outstanding (in shares) | 48,100 | 48,100 |
Series 1A Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 5,000 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series1 B Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 900 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series B-1 Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 2,000 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series B-2 Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 1,000 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series C Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 1,000 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series D Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 3,000 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series D-1 Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 2,500 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series E Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 2,800 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series F Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 7,000 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series G Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 2,000 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series H Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 2,500 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series I Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 1,000 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series J Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 1,350 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series J-1 Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 1,000 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series K Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 20,000 | |
Preferred stock, shares outstanding (in shares) | 0 |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Apr. 26, 2023 | Dec. 12, 2022 | Sep. 21, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares granted | 21,173 | ||||
Share-based compensation | $ 2,243,445 | $ 5,478,734 | |||
Number of unvested shares | 1,867 | 15,760 | |||
Number of forfeited shares | 11,389 | ||||
Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Fair value of shares on vesting dates | $ 264,800 | $ 4,933,600 | |||
Number of unvested shares | 1,867 | ||||
Number of forfeited shares | 11,389 | ||||
Chief Executive Officer | Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares granted | 17,673 | ||||
Shares granted, vesting period | 36 months | 36 months | |||
Shares granted, vesting rights description | Any outstanding and unvested RSUs will accelerate and fully vest upon the earlier of (i) a change of control and (ii) the termination of Mr. Warley’s employment for any reason other than (x) by the Company for cause or (y) by Mr. Warley without good reason. | Any outstanding and unvested RSUs will accelerate and fully vest upon the earlier of (i) a change of control and (ii) the termination of Mr. Max’s employment for any reason other than (x) by the Company for cause or (y) by Mr. Max without good reason. | |||
Fair value of shares on vesting dates | $ 596 | $ 1,074 | |||
Stock settlement terms | The RSUs will settle in eight equal increments on the last business day of each calendar quarter beginning with the initial settlement date of December 31, 2024. | The RSUs will settle in eight equal increments on the last business day of each calendar quarter beginning with the initial settlement date of September 30, 2024. | |||
Chief Executive Officer | Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Tranche One | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares granted, vesting percentage | 20% | 20% | |||
Chief Executive Officer | Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Tranche Two | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares granted, vesting percentage | 80% | 80% | |||
Chief Financial Officer | Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares granted | 3,500 | ||||
Chief Executive Officer and Chief Financial Officer | Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation | 2,243,445 | $ 5,478,734 | |||
Total unrecognized share-based compensation expense | $ 1,100,000 | ||||
Unrecognized share-based compensation expense, period for recognition | 24 months |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summary of Non-vested Restricted Stock and Related Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning Balance, Non-vested Shares | 15,760 | |
Shares granted | 21,173 | |
Shares vested | (2,504) | (5,413) |
Shares forfeited | (11,389) | |
Ending Balance, Non-vested Shares | 1,867 | 15,760 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Non-vested, Weighted Average Grant Date Fair Value, Beginning Balance | $ 990 | |
Weighted Average Grant Date Fair Value, Granted | $ 994 | |
Weighted Average Grant Date Fair Value, Vested | 895.85 | 1,012 |
Weighted Average Grant Date Fair Value, Forfeited | 1,074 | |
Non-vested, Weighted Average Grant Date Fair Value, Ending Balance | $ 596 | $ 990 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Write-off of associated limited NOLs | $ 87,000,000 | |
Valuation allowance | 81,142,000 | $ 78,261,000 |
Increase (decrease) in valuation allowance | 2,800,000 | |
Uncertain tax positions | 0 | |
Accrued interest and penalties related to uncertain tax positions | 0 | |
Tax Year 2037 | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 233,600,000 | |
Indefinitely | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 83,900,000 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Accrued expenses | $ 214,000 | $ 388,000 |
Inventory allowance | 26,000 | 83,000 |
Other | 7,000 | |
Operating lease liability | 627,000 | 1,122,000 |
Tax effect of NOL carryforward | 78,427,000 | 76,089,000 |
Share-based compensation | 1,909,000 | 1,348,000 |
Section 174 costs | 547,000 | 355,000 |
Warranty reserve | 5,000 | 5,000 |
Gross Deferred Tax Asset | 81,755,000 | 79,397,000 |
Valuation allowance | (81,142,000) | (78,261,000) |
Net Deferred Tax Asset | 613,000 | 1,136,000 |
Operating lease right-of-use asset, net | (585,000) | (1,064,000) |
Depreciation | (15,000) | (52,000) |
Amortization | (13,000) | (20,000) |
Net Deferred Tax Liability | $ (613,000) | $ (1,136,000) |
INCOME TAXES - Tax Rate Reconci
INCOME TAXES - Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21% | 21% |
State statutory rate | 2.70% | 3.10% |
Permanent tax differences | (5.90%) | (2.90%) |
Deferred true-ups | (0.90%) | (3.30%) |
Deferred rate change | (1.40%) | |
Change in valuation allowance | (16.90%) | (16.50%) |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) | Aug. 15, 2023 | Dec. 31, 2023 | Sep. 28, 2023 | Dec. 31, 2022 | Sep. 21, 2022 |
Commitments And Contingencies [Line Items] | |||||
Warrant exercise price per share | $ 2.88 | ||||
Separation Agreement | Former President and Chief Executive Officer | |||||
Commitments And Contingencies [Line Items] | |||||
Accrued Salaries, Current | $ 360,000 | ||||
Accrued Bonuses, Current | $ 200,000 | ||||
Employee-related Liabilities, Current | $ 0 | $ 363,000 | |||
Wainwright Engagement Letter | |||||
Commitments And Contingencies [Line Items] | |||||
Percentage of fees payable under tail provision | 8% | ||||
Percentage of warrant coverage on secured convertible note financing | 7% | ||||
Secured convertible note financing | $ 15,000,000 | ||||
Damages value | $ 1,200,000 | ||||
Common stock warrants | 2,169.5 | ||||
Warrant exercise price per share | $ 605 |
RETIREMENT PLAN - Additional In
RETIREMENT PLAN - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Contribution Plan [Line Items] | ||
Employee minimum age | 21 years | |
Percent of employer contribution | 100% | |
Percent of employee contribution that employer will match | 4% | |
Employer discretionary contribution amount | $ 107,526 | $ 129,040 |
Annual vesting percentage | 33.33% | |
Vesting period | 3 years |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Details) - Subsequent Event | Jan. 01, 2024 USD ($) shares |
Subsequent Event [Line Items] | |
Convertible notes payable | $ | $ 160,400 |
Common shares issued | shares | 209,997 |