Cover
Cover - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 09, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-37850 | ||
Entity Registrant Name | ATOMERA INCORPORATED | ||
Entity Central Index Key | 0001420520 | ||
Entity Tax Identification Number | 30-0509586 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 750 University Avenue | ||
Entity Address, Address Line Two | Suite 280 | ||
Entity Address, City or Town | Los Gatos | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95032 | ||
City Area Code | (408) | ||
Local Phone Number | 442-5248 | ||
Title of 12(b) Security | Common stock: Par value $0.001 | ||
Trading Symbol | ATOM | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 471,479,900 | ||
Entity Common Stock, Shares Outstanding | 23,230,640 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | Los Angeles, CA | ||
Auditor Firm ID | 688 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 28,699 | $ 37,942 |
Prepaid expenses and other current assets | 309 | 132 |
Total current assets | 29,008 | 38,074 |
Property and equipment, net | 196 | 153 |
Long-term prepaid rent | 0 | 450 |
Long-term prepaid maintenance and supplies | 91 | 0 |
Security deposit | 14 | 13 |
Operating lease right-of-use-asset | 900 | 705 |
Financing lease right-of-use-asset | 5,851 | 0 |
Total assets | 36,060 | 39,395 |
Current liabilities: | ||
Accounts payable | 338 | 442 |
Accrued expenses | 203 | 211 |
Accrued payroll related expenses | 601 | 705 |
Current operating lease liability | 216 | 90 |
Current financing lease liability | 1,395 | 0 |
Total current liabilities | 2,753 | 1,448 |
Long-term operating lease liability | 768 | 602 |
Long-term financing lease liability | 4,158 | 0 |
Total liabilities | 7,679 | 2,050 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, authorized 2,500 shares: none issued and outstanding at December 31, 2021 and 2020 | 0 | 0 |
Common stock, $0.001 par value, authorized 47,500 shares; 23,207 shares issued and outstanding at December 31, 2021 and 22,375 issued and outstanding as of December 31, 2020 | 23 | 22 |
Additional paid-in capital | 194,212 | 187,463 |
Accumulated deficit | (165,854) | (150,140) |
Total stockholders’ equity | 28,381 | 37,345 |
Total liabilities and stockholders’ equity | $ 36,060 | $ 39,395 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 2,500,000 | 2,500,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 47,500,000 | 47,500,000 |
Common stock, issued | 23,207,000 | 22,375,000 |
Common stock, oustanding | 23,207,000 | 22,375,000 |
Statements of Operations
Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue: | $ 400 | $ 62 |
Cost of revenue | 0 | (13) |
Gross margin | 400 | 49 |
Operating Expenses: | ||
Research and development | 8,779 | 8,424 |
General and administrative | 6,164 | 5,624 |
Selling and marketing | 986 | 921 |
Total operating expenses | 15,929 | 14,969 |
Loss from operations | (15,529) | (14,920) |
Other income (expense): | ||
Interest income | 9 | 42 |
Interest expense | (128) | 0 |
Total other income (expense), net | (119) | 42 |
Net loss before income taxes | (15,648) | (14,878) |
Provision for income taxes | 66 | 0 |
Net loss | $ (15,714) | $ (14,878) |
Net loss per common share, basic and diluted | $ (0.70) | $ (0.79) |
Weighted average number of common shares outstanding, basic and diluted | 22,492 | 18,752 |
Statements of Stockholders Equi
Statements of Stockholders Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 17 | $ 149,017 | $ (135,262) | $ 13,772 |
Beginning balance, shares at Dec. 31, 2019 | 17,117 | |||
Stock-based compensation | $ 1 | 3,040 | 3,041 | |
Stock-based compensation, shares | 463 | |||
Warrant modification | 141 | 141 | ||
Warrant exercises | 994 | 994 | ||
Warrant Exercise, shares | 411 | |||
Stock option exercises | 889 | 889 | ||
Stock option exercise, shares | 153 | |||
Underwritten public offering of common stock, net of commissions | $ 2 | 9,393 | 9,395 | |
Stock Issued During Period, Shares, New Issues | 2,024 | |||
At-the-market sale of stock, net of commissions and expenses | $ 2 | 23,989 | 23,991 | |
At-the-market sale of stock, net of commissions and expenses, shares | 2,207 | |||
Net loss | (14,878) | (14,878) | ||
Ending balance, value at Dec. 31, 2020 | $ 22 | 187,463 | (150,140) | 37,345 |
Ending balance, shares at Dec. 31, 2020 | 22,375 | |||
Stock-based compensation | 2,973 | 2,973 | ||
Stock-based compensation, shares | 89 | |||
Warrant exercises | ||||
Warrant Exercise, shares | 223 | |||
Stock option exercises | $ 1 | 3,533 | 3,534 | |
Stock option exercise, shares | 571 | |||
Forfeited restricted stock awards | ||||
Forfeited restricted stock awards, shares | (65) | |||
At-the-market sale of stock, net of commissions and expenses | 243 | 243 | ||
At-the-market sale of stock, net of commissions and expenses, shares | 14 | |||
Net loss | (15,714) | (15,714) | ||
Ending balance, value at Dec. 31, 2021 | $ 23 | $ 194,212 | $ (165,854) | $ 28,381 |
Ending balance, shares at Dec. 31, 2021 | 23,207 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (15,714) | $ (14,878) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 67 | 41 |
Operating lease right of use asset amortization | 186 | 138 |
Financing lease right of use asset amortization | 532 | 0 |
Stock-based compensation | 2,973 | 3,041 |
Warrant modification expense | 0 | 141 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 0 |
Prepaid expenses and other current assets | (177) | 0 |
Long-term prepaid rent | 0 | (450) |
Accounts payable | (104) | 127 |
Accrued expenses | (10) | 66 |
Accrued payroll expenses | (104) | (114) |
Operating lease liability | (90) | (142) |
Deferred revenue | 0 | (37) |
Net cash used in operating activities | (12,441) | (12,067) |
CASH FROM INVESTING ACTIVITIES | ||
Acquisition of property and equipment | (109) | (131) |
Net cash used in investing activities | (109) | (131) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from at-the-market sale of stock, net of commissions and expenses | 243 | 23,991 |
Proceeds from underwritten public offering, net of commission and expenses | 0 | 9,395 |
Proceeds from exercise of stock options | 3,534 | 889 |
Proceeds from exercise of warrants | 0 | 994 |
Payments of principal for financing lease | (470) | 0 |
Net cash provided by financing activities | 3,307 | 35,269 |
Net increase/(decrease) in cash and cash equivalents | (9,243) | 23,071 |
Cash and cash equivalents at beginning of year | 37,942 | 14,871 |
Cash and cash equivalents at end of year | 28,699 | 37,942 |
Supplemental information: | ||
Cash paid for interest | 128 | 0 |
Cash paid for taxes | $ 66 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Atomera Incorporated (“Atomera” or the “Company”) was incorporated in the state of Delaware in March 2007 under the name MEARS Technologies, Inc. and is engaged in the development, commercialization and licensing of proprietary processes and technologies for the semiconductor industry. On January 12, 2016, the Company changed its name to Atomera Incorporated. Atomera is an early-stage company, having only recently begun limited revenue-generating activities, and is devoting substantially all of its efforts toward technology research and development and to commercially licensing its technology to designers and manufacturers of integrated circuits. The Company has primarily financed operations through private placements of equity and debt securities, the Company’s Initial Public Offering (the “IPO”) which was consummated on August 10, 2016, and subsequent public offerings of its common stock. |
LIQUIDITY AND MANAGEMENT PLANS
LIQUIDITY AND MANAGEMENT PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND MANAGEMENT PLANS | 2. LIQUIDITY AND MANAGEMENT PLANS At December 31, 2021, the Company had cash and cash equivalents of approximately $ 28.7 26.3 The Company’s operating plans for the next 12 months include increased research and development headcount and increased spending on outsourced fabrication and testing. Based on the funds it has available as of the date of the filing of this report, the Company believes that it has sufficient capital to fund its current business plans and obligations over, at least, 12 months from the date that these financial statements have been issued. However, as the Company has generated only limited revenue from its principal operations, it is subject to all the risks inherent in the initial organization, financing, expenditures, complications and delays in a new business. Accordingly, the Company may require additional capital, the receipt of which cannot be assured. In the event the Company requires additional capital, there can be no guarantee that funds will be available on commercially reasonable terms, if at all. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its technology, competing technological and market developments, and the need to enter into collaborations with other companies or acquire technologies to enhance or complement its current offerings. If the Company is unable to secure additional capital, it may be required to curtail its research and development initiatives and take additional measures to reduce costs in order to conserve its cash. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect the financial position, results of operations and cash flows for all periods presented. Fair Value of Financial Instruments Authoritative guidance requires disclosure of the fair value of financial instruments. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and accounts payable, the carrying amounts of which approximate their estimated fair values primarily due to the short-term nature of the instruments or based on information obtained from market sources and management estimates. The Company measures the fair value of certain of its financial assets and liabilities on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value which is not equivalent to cost will be classified and disclosed in one of the following three categories: Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities. Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the 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. Cash and cash equivalents The Company maintains its operating accounts in a single reputable financial institution. The balances are insured by the U.S. Federal Deposit Insurance Corporation (“FDIC”) up to specified limits. The Company’s cash and cash equivalents are maintained in checking accounts and money market funds with maturities of less than three months when purchased, which are readily convertible to known amounts of cash. Concentration of Credit Risk and Major Customers Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash, cash equivalents and accounts receivable. One customer represented 100% of revenue during the year ended December 31, 2021 and a separate single customer represented 100% of revenue during the year ended December 31, 2020. No customer represented a balance of accounts receivable at December 31, 2021 or 2020. At times, the amounts on deposit at the financial institution exceed the federally insured limits. Management believes that the financial institutions which hold the Company’s cash is financially sound and, accordingly, minimal credit risk exists. As of December 31, 2021 and 2020, the Company’s cash balances were in excess of insured limits maintained at the financial institution. Accounts Receivable The Company grants credit to its business customers. Collateral is generally not required for trade receivables. The Company maintains allowances for potential credit losses when necessary. Trade accounts receivable are recorded net of allowances for cash discounts for prompt payment, doubtful accounts, and sales returns. The Company’s policy is to reserve for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance for doubtful accounts is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Other factors that the Company considers include its existing contractual obligations, historical payment patterns of its customers and individual customer circumstances, and an analysis of days sales outstanding by customer. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. At December 31, 2021 and 2020, there were no Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that it is more likely than not that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with authoritative guidance which requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals. During the years ended December 31, 2021 and 2020, the Company had noted no Property and equipment Items capitalized as property and equipment are stated at cost. Maintenance and routine repairs are charged to operations when incurred, while betterments and renewals are capitalized. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets starting when the asset is placed in service. Common stock warrants The Company classifies as equity any warrants that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control), (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement) or (iii) that contain reset provisions that do not qualify for the scope exception. The Company assesses classification of its common stock warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s freestanding derivatives consist of warrants to purchase common stock. The Company evaluated these warrants to assess their proper classification and determined that the common stock warrants meet the criteria for equity classification in the balance sheet. Such warrants are measured at fair value, which the Company determines using the Black-Scholes-Merton option-pricing model. Revenue The Company generates revenue from integration engineering services, which it delivers either pursuant to integration license agreements or delivery of engineering services and from the grant of manufacturing licenses to customers to use its technology in the manufacture of semiconductor wafers and/or devices for the customer’s internal use. Revenue is recognized based on the following steps: (i) identification of the contract, or contracts, with a customer, (ii) identification of the performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the performance obligations of the contract, and (v) recognition of revenue when, or as, the Company satisfies a performance obligation. The Company’s integration services generally consist of depositing its proprietary technology onto the customer’s semiconductor wafers and delivering such wafers back to the customer. Revenue from integration services is recognized as the performance obligations are satisfied, which is upon transfer of control of the wafers to the customer (generally upon shipment). Revenue from manufacturing licenses is recognized as the performance obligations are satisfied, which is upon delivery of the Company’s MST recipe to the customer for the customer’s internal use. For recognizing integration service revenue from integration license agreements, the Company assesses (i) whether the license grant is distinct from or combined with the transfer of goods or services and (ii) whether the license is a right to access intellectual property or a right to use the intellectual property. For licenses that are not distinct, but combined with other goods or services, the revenue is recognized at a point in time or over time as the obligations to perform the combined services and/or deliver the combined goods are satisfied. The Company’s integration license agreements contain a technology grant as well as a performance obligation to deliver wafers with its technology deposited on them. The Company has determined the grant of rights in these integration license agreements is not distinct from the integration service. Accordingly, revenue from integration license agreements is recognized as the service is provided to the customer. For manufacturing licenses, revenue is recognized at the point in time when the Company delivers its MST recipe because this license confers a right to use the Company’s technology and not a right to access the technology over time. Deferred revenues consist of unearned amounts that have been billed to the customer in advance of the Company’s performance obligations. These amounts have not yet been recognized as revenue. Revenue for these items will be recognized in accordance with the Company’s revenue policy. Research and development expenses In accordance with authoritative guidance, the Company charges research and development costs to operations as incurred. Research and development expenses consist of personnel costs for the design, development, testing and enhancement of the Company’s technology, and certain other allocated costs, such as depreciation and other facilities related expenditures. Leases The Company accounts for leases in accordance with the authoritative guidance. On January 1, 2019, the Company adopted the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No 2016-02, Leases Stock-based compensation The Company computes stock-based compensation in accordance with authoritative guidance. The Company uses the Black-Scholes-Merton option-pricing model to determine the fair value of its stock options. The Black-Scholes-Merton option-pricing model includes various assumptions, including the fair market value of the common stock of the Company, expected life of stock options, the expected volatility and the expected risk-free interest rate, among others. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside the control of the Company. Forfeitures are recorded when they occur. As a result, if other assumptions had been used, stock-based compensation cost, as determined in accordance with authoritative guidance, could have been materially impacted. Furthermore, if the Company uses different assumptions on future grants, stock-based compensation cost could be materially affected in future periods. Income Taxes In accordance with authoritative guidance, deferred tax assets and liabilities are recorded for temporary differences between the financial reporting and tax bases of assets and liabilities using the current enacted tax rate expected to be in effect when the differences are expected to reverse. A valuation allowance is recorded on deferred tax assets unless realization is considered more likely than not. The Company evaluates its tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are not recorded as a tax benefit or expense in the current year. The Company recognizes interest and penalties, if any, related to uncertain tax positions in interest expense. No The Company follows authoritative guidance which requires the evaluation of existing tax positions. Management has analyzed all open tax years, as defined by the statute of limitations, for all major jurisdictions, which includes both federal and states where the Company has operations. Open tax years are those that are open for examination by taxing authorities. Use of estimates The preparation of financial statements in conformity with GAAP requires the Company’s 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 revenue and expenses during the reporting period. Significant estimates are used when accounting for revenue recognition, fair value of stock-based compensation and warrants, borrowing rates used for lease accounting and valuation allowance against deferred tax assets. Actual results could differ from those estimates. Subsequent events Management has evaluated subsequent events and transactions occurring through the date these financial statements were issued. See Note 14. Adoption of recent accounting standards In December 2019, the FASB issued ASU No. 2019-12, Simplifying Accounting for Income Taxes Income taxes In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). Recent accounting standards The Company has evaluated all issued but not yet effective accounting pronouncements and determined that they are either immaterial or not relevant to the Company. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 4. REVENUE The Company recognizes revenue in accordance with ASC 606. The amount of revenue that the Company recognizes reflects the consideration it expects to receive in exchange for goods or services and such revenue is recognized at the time when goods or services are transferred and/or delivered to its customers. Revenue is recognized when the Company satisfies a performance obligation by transferring the product or service to the customer, either at a point in time or over time. The Company usually recognizes revenue from integration service agreements and from manufacturing licenses at a point in time and integration license agreements over a period of time. The following table provides information about disaggregated revenue by primary geographical markets and timing of revenue recognition for the years ended December 31, 2021 and 2020 (in thousands): Schedule of information about disaggregated revenue and timing of revenue Year Ended December 31, 2021 2020 Primary geographic markets North America $ – $ 62 Asia Pacific 400 – Total $ 400 $ 62 Timing of revenue recognition Products and services transferred at a point in time $ 400 $ 62 Products and services transferred over time – – Total $ 400 $ 62 Unbilled contracts receivable and deferred revenue : Timing of revenue recognition may differ from the timing of invoicing customers. Accounts receivable includes amounts billed and currently due from customers. Unbilled contracts receivable represents unbilled amounts expected to be received from customers in future periods, where the revenue recognized to date exceeds the amount billed, and the right to receive payment is subject to the underlying contractual terms. Unbilled contracts receivable amounts may not exceed their net realizable value and are classified as long-term assets if the payments are expected to be received more than one year from the reporting date. The Company records deferred revenue when revenue will be recognized after invoicing. During the year ended December 31, 2020, the Company recognized approximately $ 37,000 |
BASIC AND DILUTED LOSS PER SHAR
BASIC AND DILUTED LOSS PER SHARE` | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED LOSS PER SHARE` | 5. BASIC AND DILUTED LOSS PER SHARE` Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares and dilutive share equivalents outstanding for the period, determined using the treasury-stock and if-converted methods. Since the Company has had net losses for all periods presented, all potentially dilutive securities are anti-dilutive. Accordingly, basic and diluted net loss per share are equal. The following potential common stock equivalents were not included in the calculation of diluted net loss per common share because the inclusion thereof would be anti-dilutive (in thousands): Schedule of anti-dilutive shares Year Ended December 31, 2021 2020 Stock Options 2,869 3,446 Unvested restricted stock 386 642 Warrants 1 320 3,256 4,408 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 6. PROPERTY AND EQUIPMENT Property and equipment consisted of the following (in thousands): Schedule of property and equipment December 31, 2021 2020 Laboratory equipment $ 200 $ 163 Computer equipment 132 111 Furniture and fixtures 85 64 Leasehold improvements 24 6 Software 4 6 Office equipment 4 4 449 354 Less: Accumulated depreciation and amortization (253 ) (201 ) $ 196 $ 153 Depreciation and amortization expense relating to property and equipment was approximately $ 67,000 41,000 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
LEASES | 7. LEASES The Company leases corporate office space in Los Gatos, California. In August 2020, the Company and its landlord amended the lease for this office. This amendment extends the expiration date of the operating lease from January 2021 to January 2026 and increases the space from 3,396 square feet to 4,101 square feet. Under ASC 842, the lease amendment was treated as a separate lease for the new space and a modification of the lease for the original space. An additional ROU asset and lease liability of approximately $681,000 were recorded at the time of the amendment. In January 2021 the additional space became available for use, and the Company recorded an additional ROU asset and corresponding liability of approximately $144,000. The lease liability is based on the present value of the minimum lease payments, discounted using the Company’s estimated incremental borrowing rate of 5.5 In March 2021, the Company began leasing 474 square feet of office space in Tempe, Arizona. The new lease is classified as an operating lease with an initial term of two years and an option to extend for an additional three years through February 2026. The lease also contains a performance standard for research collaboration with Arizona State University. The agreement requires a minimum value of collaborative research in each year of the lease. The lease is accounted for under ASC 842 and accordingly, the research payments are included in the ROU and lease liability at the commencement. In March 2021, the Company recorded an ROU and associated lease liability of approximately $ 238,000 5.25 In October 2019, the Company entered into an agreement to lease a tool for use in the development of the Company’s technology. The lease is for five years at $ 150,000 month 450,000 6.4 6 5.25 30,000 Lease expense for operating leases consists of the lease payments recognized on a straight-line basis over the lease term. Expenses for financing leases consists of the amortization expenses recognized on a straight-line basis over the lease term and interest expense. The components of lease costs were as follows (in thousands): Schedule of components of lease costs Year Ended December 31, 2021 2020 Financing lease costs: Amortization of ROU assets $ 532 $ – Interest on lease liabilities 128 – Total financing lease costs $ 660 $ – Operating lease costs Fixed lease costs 238 123 Variable lease costs – 36 Short-term lease costs 44 39 Total operating lease costs $ 282 $ 198 Future minimum payments under non-cancellable leases as of December 31, 2021 were as follows (in thousands): Schedule of future minimum lease payments For the Year Ended December 31, Financing leases Operating leases 2022 1,436 222 2023 1,436 296 2024 1,436 278 2025 1,435 284 2026 & thereafter 478 21 Total future minimum lease payments 6,221 1,101 Less imputed interest (668 ) (117 ) Total lease liability $ 5,553 $ 984 The below table provides supplemental information and non-cash activity related to the Company’s operating and financing leases are as follows (in thousands): Supplemental non-cash activity related to operating leases Year Ended December 31, 2021 2020 Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 143 $ 164 Cash paid for amounts included in the measurement of financing lease liabilities $ 598 $ – Non-cash activity: Right-of-use assets obtained in exchange for operating lease obligations $ 382 $ 681 Right-of-use assets obtained in exchange for financing lease obligations $ 6,383 $ – The weighted average remaining discount rate is 5.25 4.1 4.6 In October 2016, the Company entered into lease agreement for approximately 200 square feet of office space in Cambridge, Massachusetts. The lease, with current monthly payments of $2,942 per month, commenced on October 24, 2016. Because the lease is month to month and can be cancelled with a 30-day notice, the future lease payments are not included in the Company’s lease accounting under ASC Topic 842. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES Legal The Company may be involved, from time to time, in legal proceedings and claims arising in the ordinary course of its business. Such matters are subject to many uncertainties and outcomes and are not predictable with assurance. While management believes that such matters are currently insignificant, matters arising in the ordinary course of business for which the Company is or could become involved in litigation may have a material adverse effect on its business and financial condition. The Company is not party to any material litigation as of December 31, 2021 or through the date these financial statements have been issued. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 9. STOCKHOLDERS’ EQUITY The Company is authorized to issue to up 2,500,000 .001 On May 15, 2020, the Company closed an underwritten public offering of 2,024,000 5.00 9.4 On September 2, 2020, Atomera entered into an Equity Distribution Agreement with Craig-Hallum Capital Group LLC, as agent, under which the Company offered and sold, from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $25.0 million in an “at-the-market” or ATM offering, to or through the agent. On January 5, 2021 we announced the completion of this offering after 2,221,575 11.25 24.2 As of December 31, 2021, the Company has reserved approximately 2.9 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Guarantees and Product Warranties [Abstract] | |
WARRANTS | 10. WARRANTS The Company estimated the fair value of warrants using the Black-Scholes option pricing model. There were no warrants issued in the year ending December 31, 2021 or 2020. A summary of warrant activity for the year ended December 31, 2021 is as follows (shares in thousands except per share and contractual term): Schedule of warrant activity Number of Shares Weighted- Average Exercise Prices Weighted-Average Remaining Contractual Term (In Years) Outstanding at January 1, 2021 320 $ 9.47 Exercised (318 ) $ 9.38 Expired (1 ) $ 9.38 Outstanding and exercisable at December 31, 2021 1 $ 33.75 0.3 The warrants outstanding at December 31, 2020 had an intrinsic value of $ 0 20.12 On March 17, 2020, 196,602 139,000 12,200 2,000 37,562 13,165 317,488 223,487 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 11. STOCK-BASED COMPENSATION On March 14, 2007, the Company’s stockholders approved the 2007 Equity Incentive Plan (the “2007 Plan”). The 2007 Plan expired in March 2017, however all options and warrants outstanding at the time of the expiration remained outstanding and exercisable by their term. At the time of the expiration of the 2007 plan, options to purchase 2,106,637 shares of common stock were outstanding. In May 2017, the Company’s shareholders approved its 2017 Stock Incentive Plan (“2017 Plan”). The 2017 Plan provides for the grant of non-qualified stock options and incentive stock options to purchase shares of the Company’s common stock and for the grant of restricted and unrestricted share grants. The Company reserved a total of 3,750,000 2,686,343 1,063,657 The following table summarizes the stock-based compensation expense recorded in the Company’s results of operations during the years ended December 31, 2021 and 2020 for stock options and restricted stock (in thousands): Schedule of stock-based compensation expense Year Ended December 31, 2021 2020 Research and development $ 907 $ 1,148 General and administrative 1,893 1,741 Selling and Marketing 173 152 $ 2,973 $ 3,041 As of December 31, 2021, there was approximately $ 4.9 2.1 The Company records compensation expense for employee awards with graded vesting using the straight-line method. The Company records compensation expense for nonemployee awards with graded vesting using the accelerated expense attribution method. The Company recognizes compensation expense over the requisite service period applicable to each individual award, which generally equals the vesting term. The Company estimates the fair value of each option award using the Black-Scholes-Merton option pricing model. Forfeitures are recognized when realized. The fair value of employee stock options issued was estimated using the following weighted-average assumptions: Schedule of employee stock options Year Ended December 31, 2021 2020 Weighted average exercise price: $ 22.05 $ 4.20 Weighted average grant date fair value per share: $ 15.49 $ 2.80 Assumptions: Expected volatility 81.1 77.8 Weighted average expected term (in years) 6.34 6.0 Risk-free interest rate 1.05 0.71 Expected dividend yield 0.0 0.0 The risk-free interest rate was obtained from U.S. Treasury rates for the applicable periods. The Company’s expected volatility was based upon the historical volatility of the Company. The expected life of the Company’s options was determined using the simplified method as a result of limited historical data regarding the Company’s activity. The dividend yield considers that the Company has not historically paid dividends and does not expect to pay dividends in the foreseeable future. The following table summarizes stock option activity during the year ended December 31, 2021 (in thousands except exercise prices and contractual terms): Schedule of stock option activity Number of Shares Weighted- Average Exercise Prices Weighted-Average Remaining Contractual Term (In Years) Intrinsic Value Outstanding at January 1, 2021 3,446 $ 5.97 – – Granted 158 $ 22.05 Exercised (571 ) $ 6.21 Forfeited (164 ) $ 8.85 Outstanding at December 31, 2021 2,869 $ 6.64 5.77 $ 39,002 Exercisable at December 31, 2021 2,326 $ 6.43 5.22 $ 31,976 During the year ended December 31, 2021, the Company granted options under its 2017 Plan purchase 158,352 2.5 The Company issues restricted stock to employees, directors and consultants and estimates the fair value based on the closing price on the day of grant. The following table summarizes all restricted stock activity during the year ended December 31, 2020 (in thousands except per share data): Schedule of restricted stock option activity Number of Shares Weighted-Average Grant Date Fair Value Outstanding at January 1, 2021 642 $ 4.43 Granted 89 $ 21.02 Vested (280 ) $ 6.12 Forfeited (65 ) $ 6.13 Outstanding non-vested shares at December 31, 2021 386 $ 6.75 |
401(k) PLAN
401(k) PLAN | 12 Months Ended |
Dec. 31, 2021 | |
K Plan | |
401(k) PLAN | 12. 401(k) PLAN During 2002, the Company established a plan under Section 401(k) of the Internal Revenue Code (the 401(k) Plan). The 401(k) Plan covers substantially all of its employees who have attained 18 years of age. Employees may elect to contribute part of their annual compensation to the 401(k) Plan, up to the maximum deferral allowance for individuals by the Internal Revenue Service under Code Section 401(k), and the Company may make a matching contribution. During the years ended December 31, 2021 and 2020, there were no |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 13. INCOME TAXES The loss before provision for income taxes consisted of the following (in thousands): Schedule of provision for income taxes Year Ended December 31, 2021 2020 Domestic $ (15,648 ) $ (14,878 ) International – – Total $ (15,648 ) $ (14,878 ) The Company had $66,000 and $0 of current income tax expense for the years ended December 31, 2021 and 2020, respectively. The Company accounts for income taxes in accordance with ASC 740, which requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. Because of the Company's recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a full valuation allowance. The valuation allowance decreased by approximately $ 1.8 3.8 The Company’s deferred tax assets are as follows (in thousands): Schedule of deferred tax Year Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 23,097 $ 24,125 Tax credit 1,883 1,889 Fixed assets and intangibles 978 1,144 Stock compensation 799 1,321 Accruals and other 132 151 Lease liability 1,430 148 Total deferred tax assets 28,319 28,778 Deferred tax liabilities: Right of use asset (1,477 ) (151 ) Total deferred tax assets (1,477 ) (151 ) Valuation allowance (26,842 ) (28,627 ) Net deferred tax asset $ – $ – Net operating losses and tax credit carryforwards as of December 31, 2021, are as follows (in thousands): Schedule of operating losses Amount Expiration in years Net operating losses, federal $ 66,147 No expiration Net operating losses, federal $ 34,791 2027-2037 Net operating losses, state $ 33,499 2030-2041 Tax credits, federal $ 1,578 2027-2041 Tax credits, state $ 627 No expiration Tax credits, state $ 781 2022-2036 The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: Schedule of effective tax rate Year ending December 31, 2021 2020 Statutory rate 21.00% 21.00% State rate 2.77% 2.17% Non-deductible items 0.00% 0.84% Change in valuation allowance 11.41% (25.29 )% Change in tax credits 4.54% 1.28% Foreign withholding tax (0.33 )% – Section 382 limitation (51.59 )% – Section 162(m) limitation (9.12 )% – Stock based compensation excess windfall 20.89% – Total (0.42 )% – Utilization of U.S. net operating losses and tax credit carryforwards may be limited by “ownership change” rules, as defined in Section 382 and Section 383 of the Internal Revenue Code. Similar rules may apply under state tax laws. Under those sections of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax credits, to offset its post-change income or tax may be limited. In general, an “ownership change” will occur if there is a cumulative change in ownership by “5% stockholders” that exceeds 50 percentage points over a rolling three-year period. During the fourth quarter of 2021, the Company performed an analysis to assess whether an “ownership change,” as defined by Section 382 of the Code, has occurred from its inception through December 31, 2021. Based on this analysis, the Company has experienced “ownership changes,” limiting the utilization of the net operating loss carryforwards or research and development tax credit carryforwards under Section 382 of the Code. The limitation is calculated by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then applying additional adjustments, as required. As a result of the analysis, the Company has determined that approximately $ 31 0.7 2.6 0.5 The Company establishes reserves for uncertain tax positions based on the largest amount that is more-likely-than-not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. It is the Company’s policy to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2021 and 2020, respectively, the Company has no accrued interest or penalties related to uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. In the normal course of business, the Company is subject to examination by their respective taxing authorities. The Company is not currently under audit by the Internal Revenue Service or other similar state or local authority. The statute of limitations remains effectively open for all tax years since inception (2007). Tax years outside the normal statute of limitations remain open to examination by tax authorities due to tax attributes generated in earlier years which have been carried forward and may be examined and adjusted in subsequent years when utilized. The following table summarizes the activity related to the Company’s gross unrecognized tax benefits for the years ended December 31, 2021 and 2020 (in thousands): Schedule of unrecognized tax benefits 2021 2020 January 1 – unrecognized tax benefits $ 1,070 $ 865 Increases (decreases) – prior year tax positions (480 ) – Increases – current year tax positions 306 205 December 31 - unrecognized tax benefits $ 896 $ 1,070 The following table summarizes the activity in the Company’s Valuation Allowance and Qualifying Accounts for the years ended December 31, 2021 and 2020 (in thousands): Schedule of valuation allowance Balance at Beginning of Year Additions Deductions Balance at End of Year Deferred tax assets valuation allowance Year ended December 31, 2021 $ 28,627 $ 6,125 $ 7,910 $ 26,842 Year ended December 31, 2020 $ 24,877 $ 3,951 $ 201 $ 28,627 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS Management has evaluated subsequent events and transactions through the date these financial statements were issued. Integration License Agreement. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect the financial position, results of operations and cash flows for all periods presented. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Authoritative guidance requires disclosure of the fair value of financial instruments. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and accounts payable, the carrying amounts of which approximate their estimated fair values primarily due to the short-term nature of the instruments or based on information obtained from market sources and management estimates. The Company measures the fair value of certain of its financial assets and liabilities on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value which is not equivalent to cost will be classified and disclosed in one of the following three categories: Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities. Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the 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. |
Cash and cash equivalents | Cash and cash equivalents The Company maintains its operating accounts in a single reputable financial institution. The balances are insured by the U.S. Federal Deposit Insurance Corporation (“FDIC”) up to specified limits. The Company’s cash and cash equivalents are maintained in checking accounts and money market funds with maturities of less than three months when purchased, which are readily convertible to known amounts of cash. |
Concentration of Credit Risk and Major Customers | Concentration of Credit Risk and Major Customers Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash, cash equivalents and accounts receivable. One customer represented 100% of revenue during the year ended December 31, 2021 and a separate single customer represented 100% of revenue during the year ended December 31, 2020. No customer represented a balance of accounts receivable at December 31, 2021 or 2020. At times, the amounts on deposit at the financial institution exceed the federally insured limits. Management believes that the financial institutions which hold the Company’s cash is financially sound and, accordingly, minimal credit risk exists. As of December 31, 2021 and 2020, the Company’s cash balances were in excess of insured limits maintained at the financial institution. |
Accounts Receivable | Accounts Receivable The Company grants credit to its business customers. Collateral is generally not required for trade receivables. The Company maintains allowances for potential credit losses when necessary. Trade accounts receivable are recorded net of allowances for cash discounts for prompt payment, doubtful accounts, and sales returns. The Company’s policy is to reserve for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance for doubtful accounts is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Other factors that the Company considers include its existing contractual obligations, historical payment patterns of its customers and individual customer circumstances, and an analysis of days sales outstanding by customer. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. At December 31, 2021 and 2020, there were no |
Impairment of long-lived assets | Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that it is more likely than not that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with authoritative guidance which requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals. During the years ended December 31, 2021 and 2020, the Company had noted no |
Property and equipment | Property and equipment Items capitalized as property and equipment are stated at cost. Maintenance and routine repairs are charged to operations when incurred, while betterments and renewals are capitalized. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets starting when the asset is placed in service. |
Common stock warrants | Common stock warrants The Company classifies as equity any warrants that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control), (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement) or (iii) that contain reset provisions that do not qualify for the scope exception. The Company assesses classification of its common stock warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s freestanding derivatives consist of warrants to purchase common stock. The Company evaluated these warrants to assess their proper classification and determined that the common stock warrants meet the criteria for equity classification in the balance sheet. Such warrants are measured at fair value, which the Company determines using the Black-Scholes-Merton option-pricing model. |
Revenue | Revenue The Company generates revenue from integration engineering services, which it delivers either pursuant to integration license agreements or delivery of engineering services and from the grant of manufacturing licenses to customers to use its technology in the manufacture of semiconductor wafers and/or devices for the customer’s internal use. Revenue is recognized based on the following steps: (i) identification of the contract, or contracts, with a customer, (ii) identification of the performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the performance obligations of the contract, and (v) recognition of revenue when, or as, the Company satisfies a performance obligation. The Company’s integration services generally consist of depositing its proprietary technology onto the customer’s semiconductor wafers and delivering such wafers back to the customer. Revenue from integration services is recognized as the performance obligations are satisfied, which is upon transfer of control of the wafers to the customer (generally upon shipment). Revenue from manufacturing licenses is recognized as the performance obligations are satisfied, which is upon delivery of the Company’s MST recipe to the customer for the customer’s internal use. For recognizing integration service revenue from integration license agreements, the Company assesses (i) whether the license grant is distinct from or combined with the transfer of goods or services and (ii) whether the license is a right to access intellectual property or a right to use the intellectual property. For licenses that are not distinct, but combined with other goods or services, the revenue is recognized at a point in time or over time as the obligations to perform the combined services and/or deliver the combined goods are satisfied. The Company’s integration license agreements contain a technology grant as well as a performance obligation to deliver wafers with its technology deposited on them. The Company has determined the grant of rights in these integration license agreements is not distinct from the integration service. Accordingly, revenue from integration license agreements is recognized as the service is provided to the customer. For manufacturing licenses, revenue is recognized at the point in time when the Company delivers its MST recipe because this license confers a right to use the Company’s technology and not a right to access the technology over time. Deferred revenues consist of unearned amounts that have been billed to the customer in advance of the Company’s performance obligations. These amounts have not yet been recognized as revenue. Revenue for these items will be recognized in accordance with the Company’s revenue policy. |
Research and development expenses | Research and development expenses In accordance with authoritative guidance, the Company charges research and development costs to operations as incurred. Research and development expenses consist of personnel costs for the design, development, testing and enhancement of the Company’s technology, and certain other allocated costs, such as depreciation and other facilities related expenditures. |
Leases | Leases The Company accounts for leases in accordance with the authoritative guidance. On January 1, 2019, the Company adopted the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No 2016-02, Leases |
Stock-based compensation | Stock-based compensation The Company computes stock-based compensation in accordance with authoritative guidance. The Company uses the Black-Scholes-Merton option-pricing model to determine the fair value of its stock options. The Black-Scholes-Merton option-pricing model includes various assumptions, including the fair market value of the common stock of the Company, expected life of stock options, the expected volatility and the expected risk-free interest rate, among others. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside the control of the Company. Forfeitures are recorded when they occur. As a result, if other assumptions had been used, stock-based compensation cost, as determined in accordance with authoritative guidance, could have been materially impacted. Furthermore, if the Company uses different assumptions on future grants, stock-based compensation cost could be materially affected in future periods. |
Income Taxes | Income Taxes In accordance with authoritative guidance, deferred tax assets and liabilities are recorded for temporary differences between the financial reporting and tax bases of assets and liabilities using the current enacted tax rate expected to be in effect when the differences are expected to reverse. A valuation allowance is recorded on deferred tax assets unless realization is considered more likely than not. The Company evaluates its tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are not recorded as a tax benefit or expense in the current year. The Company recognizes interest and penalties, if any, related to uncertain tax positions in interest expense. No The Company follows authoritative guidance which requires the evaluation of existing tax positions. Management has analyzed all open tax years, as defined by the statute of limitations, for all major jurisdictions, which includes both federal and states where the Company has operations. Open tax years are those that are open for examination by taxing authorities. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires the Company’s 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 revenue and expenses during the reporting period. Significant estimates are used when accounting for revenue recognition, fair value of stock-based compensation and warrants, borrowing rates used for lease accounting and valuation allowance against deferred tax assets. Actual results could differ from those estimates. |
Subsequent events | Subsequent events Management has evaluated subsequent events and transactions occurring through the date these financial statements were issued. See Note 14. |
Adoption of recent accounting standards | Adoption of recent accounting standards In December 2019, the FASB issued ASU No. 2019-12, Simplifying Accounting for Income Taxes Income taxes In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). |
Recent accounting standards | Recent accounting standards The Company has evaluated all issued but not yet effective accounting pronouncements and determined that they are either immaterial or not relevant to the Company. |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of information about disaggregated revenue and timing of revenue | Schedule of information about disaggregated revenue and timing of revenue Year Ended December 31, 2021 2020 Primary geographic markets North America $ – $ 62 Asia Pacific 400 – Total $ 400 $ 62 Timing of revenue recognition Products and services transferred at a point in time $ 400 $ 62 Products and services transferred over time – – Total $ 400 $ 62 |
BASIC AND DILUTED LOSS PER SH_2
BASIC AND DILUTED LOSS PER SHARE` (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of anti-dilutive shares | Schedule of anti-dilutive shares Year Ended December 31, 2021 2020 Stock Options 2,869 3,446 Unvested restricted stock 386 642 Warrants 1 320 3,256 4,408 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment December 31, 2021 2020 Laboratory equipment $ 200 $ 163 Computer equipment 132 111 Furniture and fixtures 85 64 Leasehold improvements 24 6 Software 4 6 Office equipment 4 4 449 354 Less: Accumulated depreciation and amortization (253 ) (201 ) $ 196 $ 153 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of components of lease costs | Schedule of components of lease costs Year Ended December 31, 2021 2020 Financing lease costs: Amortization of ROU assets $ 532 $ – Interest on lease liabilities 128 – Total financing lease costs $ 660 $ – Operating lease costs Fixed lease costs 238 123 Variable lease costs – 36 Short-term lease costs 44 39 Total operating lease costs $ 282 $ 198 |
Schedule of future minimum lease payments | Schedule of future minimum lease payments For the Year Ended December 31, Financing leases Operating leases 2022 1,436 222 2023 1,436 296 2024 1,436 278 2025 1,435 284 2026 & thereafter 478 21 Total future minimum lease payments 6,221 1,101 Less imputed interest (668 ) (117 ) Total lease liability $ 5,553 $ 984 |
Supplemental non-cash activity related to operating leases | Supplemental non-cash activity related to operating leases Year Ended December 31, 2021 2020 Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 143 $ 164 Cash paid for amounts included in the measurement of financing lease liabilities $ 598 $ – Non-cash activity: Right-of-use assets obtained in exchange for operating lease obligations $ 382 $ 681 Right-of-use assets obtained in exchange for financing lease obligations $ 6,383 $ – |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of warrant activity | Schedule of warrant activity Number of Shares Weighted- Average Exercise Prices Weighted-Average Remaining Contractual Term (In Years) Outstanding at January 1, 2021 320 $ 9.47 Exercised (318 ) $ 9.38 Expired (1 ) $ 9.38 Outstanding and exercisable at December 31, 2021 1 $ 33.75 0.3 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock-based compensation expense | Schedule of stock-based compensation expense Year Ended December 31, 2021 2020 Research and development $ 907 $ 1,148 General and administrative 1,893 1,741 Selling and Marketing 173 152 $ 2,973 $ 3,041 |
STOCK BASED COMPENSATION (Details - Employee stock) | Schedule of employee stock options Year Ended December 31, 2021 2020 Weighted average exercise price: $ 22.05 $ 4.20 Weighted average grant date fair value per share: $ 15.49 $ 2.80 Assumptions: Expected volatility 81.1 77.8 Weighted average expected term (in years) 6.34 6.0 Risk-free interest rate 1.05 0.71 Expected dividend yield 0.0 0.0 |
Schedule of stock option activity | Schedule of stock option activity Number of Shares Weighted- Average Exercise Prices Weighted-Average Remaining Contractual Term (In Years) Intrinsic Value Outstanding at January 1, 2021 3,446 $ 5.97 – – Granted 158 $ 22.05 Exercised (571 ) $ 6.21 Forfeited (164 ) $ 8.85 Outstanding at December 31, 2021 2,869 $ 6.64 5.77 $ 39,002 Exercisable at December 31, 2021 2,326 $ 6.43 5.22 $ 31,976 |
Schedule of restricted stock option activity | Schedule of restricted stock option activity Number of Shares Weighted-Average Grant Date Fair Value Outstanding at January 1, 2021 642 $ 4.43 Granted 89 $ 21.02 Vested (280 ) $ 6.12 Forfeited (65 ) $ 6.13 Outstanding non-vested shares at December 31, 2021 386 $ 6.75 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | Schedule of provision for income taxes Year Ended December 31, 2021 2020 Domestic $ (15,648 ) $ (14,878 ) International – – Total $ (15,648 ) $ (14,878 ) |
Schedule of deferred tax | Schedule of deferred tax Year Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 23,097 $ 24,125 Tax credit 1,883 1,889 Fixed assets and intangibles 978 1,144 Stock compensation 799 1,321 Accruals and other 132 151 Lease liability 1,430 148 Total deferred tax assets 28,319 28,778 Deferred tax liabilities: Right of use asset (1,477 ) (151 ) Total deferred tax assets (1,477 ) (151 ) Valuation allowance (26,842 ) (28,627 ) Net deferred tax asset $ – $ – |
Schedule of operating losses | Schedule of operating losses Amount Expiration in years Net operating losses, federal $ 66,147 No expiration Net operating losses, federal $ 34,791 2027-2037 Net operating losses, state $ 33,499 2030-2041 Tax credits, federal $ 1,578 2027-2041 Tax credits, state $ 627 No expiration Tax credits, state $ 781 2022-2036 |
Schedule of effective tax rate | Schedule of effective tax rate Year ending December 31, 2021 2020 Statutory rate 21.00% 21.00% State rate 2.77% 2.17% Non-deductible items 0.00% 0.84% Change in valuation allowance 11.41% (25.29 )% Change in tax credits 4.54% 1.28% Foreign withholding tax (0.33 )% – Section 382 limitation (51.59 )% – Section 162(m) limitation (9.12 )% – Stock based compensation excess windfall 20.89% – Total (0.42 )% – |
Schedule of unrecognized tax benefits | Schedule of unrecognized tax benefits 2021 2020 January 1 – unrecognized tax benefits $ 1,070 $ 865 Increases (decreases) – prior year tax positions (480 ) – Increases – current year tax positions 306 205 December 31 - unrecognized tax benefits $ 896 $ 1,070 |
Schedule of valuation allowance | Schedule of valuation allowance Balance at Beginning of Year Additions Deductions Balance at End of Year Deferred tax assets valuation allowance Year ended December 31, 2021 $ 28,627 $ 6,125 $ 7,910 $ 26,842 Year ended December 31, 2020 $ 24,877 $ 3,951 $ 201 $ 28,627 |
LIQUIDITY AND MANAGEMENT PLANS
LIQUIDITY AND MANAGEMENT PLANS (Details Narrative) $ in Thousands | Dec. 31, 2021USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash and Cash Equivalents, at Carrying Value | $ 28,700 |
Working capital | $ 26,300 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 0 | $ 0 |
Asset Impairment Charges | 0 | 0 |
Income Tax Examination, Penalties and Interest Accrued | $ 0 | $ 0 |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 400 | $ 62 |
Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 400 | 62 |
Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 62 | |
Asia Pacific [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 400 |
REVENUE (Details Narrative)
REVENUE (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognized that was previously included in deferred revenue | $ 37 |
BASIC AND DILUTED LOSS PER SH_3
BASIC AND DILUTED LOSS PER SHARE (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common stock equivalents | 3,256 | 4,408 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common stock equivalents | 2,869 | 3,446 |
Unvested Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common stock equivalents | 386 | 642 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common stock equivalents | 1 | 320 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 449 | $ 354 |
Accumulated depreciation and amortization | (253) | (201) |
Property and equipment | 196 | 153 |
Laboratoryequipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 200 | 163 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 132 | 111 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 85 | 64 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 24 | 6 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 4 | 6 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 4 | $ 4 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense property and equipment | $ 67,000 | $ 41,000 |
LEASES (Details - Lease costs)
LEASES (Details - Lease costs) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Financing lease costs: | ||
Amortization of ROU assets | $ 532 | $ 0 |
Interest on lease liabilities | 128 | 0 |
Total financing lease costs | 660 | 0 |
Operating lease costs | ||
Fixed lease costs | 238 | 123 |
Variable lease costs | 0 | 36 |
Short-term lease costs | 44 | 39 |
Total operating lease costs | $ 282 | $ 198 |
LEASES (Details - Minimum lease
LEASES (Details - Minimum lease payments) $ in Thousands | Dec. 31, 2021USD ($) |
Operating Leases [Member] | |
Lessee, Lease, Description [Line Items] | |
Due 2022 | $ 222 |
Due 2023 | 296 |
Due 2024 | 278 |
Due 2025 | 284 |
Due 2026 & thereafter | 21 |
Total future minimum lease payments | 1,101 |
Less imputed interest | (117) |
Total lease liability | 984 |
Financing Leases [Member] | |
Lessee, Lease, Description [Line Items] | |
Due 2022 | 1,436 |
Due 2023 | 1,436 |
Due 2024 | 1,436 |
Due 2025 | 1,435 |
Due 2026 & thereafter | 478 |
Total future minimum lease payments | 6,221 |
Less imputed interest | (668) |
Total lease liability | $ 5,553 |
LEASES (Details - operating and
LEASES (Details - operating and financing) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating cash flow information: | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 143 | $ 164 |
Cash paid for amounts included in the measurement of financing lease liabilities | 598 | |
Non-cash activity: | ||
Right-of-use assets obtained in exchange for operating lease obligations | 382 | 681 |
Right-of-use assets obtained in exchange for financing lease obligations | $ 6,383 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | 61 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2026 | Aug. 01, 2021 | |
Lessee, Lease, Description [Line Items] | |||||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 382,000 | $ 681,000 | |||
Finance Lease, Right-of-Use Asset, after Accumulated Amortization | $ 5,851,000 | 0 | |||
[custom:LeaseWeightedAverageDiscountRatePercent-0] | 5.25% | ||||
Operating Lease, Weighted Average Remaining Lease Term | 4 years 1 month 6 days | ||||
Finance Lease, Weighted Average Remaining Lease Term | 4 years 7 months 6 days | ||||
Los Gatos, CA [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating Lease, Weighted Average Discount Rate, Percent | 5.50% | ||||
Tempe, AZ [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating Lease, Weighted Average Discount Rate, Percent | 5.25% | ||||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 238,000 | ||||
Tool Lease [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Debt Instrument, Periodic Payment | $ 150,000 | ||||
Debt Instrument, Frequency of Periodic Payment | month | ||||
Prepayment of tool lease | $ 450,000 | ||||
Finance Lease, Right-of-Use Asset, after Accumulated Amortization | $ 6,400,000 | ||||
Finance Lease, Liability | $ 6,000,000 | ||||
Finance Lease, Weighted Average Discount Rate, Percent | 5.25% | ||||
Tool Lease [Member] | Supplies And Maintenance [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Debt Instrument, Periodic Payment | $ 30,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 05, 2021 | May 15, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 2,500,000 | 2,500,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Proceeds from issuance of common stock | $ 0 | $ 9,395 | ||
Common stock reserved for issuance | 2,900,000 | |||
Public Offering [Member] | ||||
Class of Stock [Line Items] | ||||
Sale of stock | 2,024,000 | |||
Offering price per share | $ 5 | |||
Proceeds from issuance of common stock | $ 9,400 | |||
Equity Distribution Agreement [Member] | ||||
Class of Stock [Line Items] | ||||
Sale of stock | 2,221,575 | |||
Proceeds from issuance of common stock | $ 24,200 | |||
[custom:AveragePricePerShare] | $ 11.25 |
WARRANTS (Details - Warrant act
WARRANTS (Details - Warrant activity) - Warrant [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding, ending balance | 1 | 320 |
Weighted-average exercise price, warrants outstanding, ending balance | $ 33.75 | $ 9.47 |
Warrants exercised | (318) | |
Weighted-average exercise price, warrants exercised | $ 9.38 | |
Expired | (1) | |
Expired | $ 9.38 | |
Weighted-average remaining contractual term | 3 months 18 days |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jan. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 04, 2020 | Aug. 06, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrants exercised | 12,200 | 196,602 | ||||
Warrant modification expense | $ 0 | $ 141 | ||||
Warrant [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrant intrinsic value | $ 0 | |||||
Stock price | $ 20.12 | $ 20.12 | ||||
Warrant [Member] | Cashless Exercise [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Conversion of Stock, Shares Converted | 317,488 | 37,562 | ||||
Warrants Exercised August 6, 2020 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrant modification expense | $ 139 | |||||
Warrants Exercised December 4, 2020 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrant modification expense | $ 2 | |||||
Common Stock [Member] | Cashless Exercise [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Conversion of Stock, Shares Issued | 223,487 | 13,165 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details - Stock Option Activity) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Allocated stock-based compensation | $ 2,973 | $ 3,041 |
Equity Option [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Options outstanding, ending balance | 2,869 | 3,446 |
Weighted average exercise price, options outstanding, ending balance | $ 6.64 | $ 5.97 |
Options granted | 158 | |
Weighted average exercise price, options granted | $ 22.05 | |
Options exercised | (571) | |
Weighted average exercise price, options exercised | $ 6.21 | |
Options Forfeited | (164) | |
Weighted average exercise price, options Forfeited | $ 8.85 | |
Weighted average remaining contractual term, options outstanding | 5 years 9 months 7 days | |
Intrinsic value, options outstanding ending balance | $ 39,002 | |
Options exercisable | 2,326 | |
Weighted average exercise price, options exercisable | $ 6.43 | |
Weighted average remaining contractual term, options exercisable | 5 years 2 months 19 days | |
Intrinsic value, options exercisable | $ 31,976 | |
Research and Development Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Allocated stock-based compensation | 907 | $ 1,148 |
General and Administrative Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Allocated stock-based compensation | 1,893 | 1,741 |
Selling and Marketing [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Allocated stock-based compensation | $ 173 | $ 152 |
STOCK BASED COMPENSATION (Det_2
STOCK BASED COMPENSATION (Details - Employee stock) - Equity Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price | $ 22.05 | $ 4.20 |
Weighted average grant date fair value | $ 15.49 | $ 2.80 |
Expected volatility | 81.10% | 77.80% |
Weighted average expected term (in years) | 6 years 4 months 2 days | 6 years |
Risk-free interest rate | 1.05% | 0.71% |
Expected dividend yield | 0.00% | 0.00% |
STOCK BASED COMPENSATION (Det_3
STOCK BASED COMPENSATION (Details - Restricted stock) - Restricted Stock [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock outstanding, ending balance | 386 | 642 |
Restricted stock outstanding, ending balance | $ 6.75 | $ 4.43 |
Restricted stock granted | 89 | |
Restricted stock granted | $ 21.02 | |
Restricted stock vested | (280) | |
Restricted stock vested | $ 6.12 | |
Restricted stock Forfeited | (65) | |
Restricted stock Forfeited | $ 6.13 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | May 31, 2017 | |
Equity Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 4,900 | |
Unrecognized compensation weighted average period | 2 years 1 month 6 days | |
Fair value of options granted | $ 2,500 | |
2017 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized for issuance | 1,063,657 | 3,750,000 |
Options granted | 2,686,343 | |
2017 Plan [Member] | Equity Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted | 158,352 |
401(k) PLAN (Details Narrative)
401(k) PLAN (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
K Plan | ||
Company contributions to pension plan | $ 0 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net loss before provision for income taxes | $ (15,648) | $ (14,878) |
Domestic [Member] | ||
Net loss before provision for income taxes | (15,648) | (14,878) |
International [Member] | ||
Net loss before provision for income taxes | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 23,097 | $ 24,125 |
Tax credit | 1,883 | 1,889 |
Fixed assets and intangibles | 978 | 1,144 |
Stock compensation | 799 | 1,321 |
Accruals and other | 132 | 151 |
Lease liability | 1,430 | 148 |
Total deferred tax assets | 28,319 | 28,778 |
Deferred tax liabilities: | ||
Right of use asset | (1,477) | (151) |
Total deferred tax assets | (1,477) | (151) |
Valuation allowance | (26,842) | (28,627) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss | $ 66,147 |
Net operating loss expiration dates | No expiration |
Tax credits | $ 1,578 |
Tax credits expiration dates | 2027-2041 |
Domestic Country One [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss | $ 34,791 |
Net operating loss expiration dates | 2027-2037 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss | $ 33,499 |
Net operating loss expiration dates | 2030-2041 |
Tax credits | $ 627 |
Tax credits expiration dates | No expiration |
State And Local Jurisdiction One [Member] | |
Operating Loss Carryforwards [Line Items] | |
Tax credits | $ 781 |
Tax credits expiration dates | 2022-2036 |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate | 21.00% | 21.00% |
State rate | 2.77% | 2.17% |
Non-deductible items | 0.00% | 0.84% |
Change in valuation allowance | 11.41% | (25.29%) |
Change in tax credits | 4.54% | 1.28% |
Foreign withholding tax | (0.33%) | |
Section 382 limitation | (51.59%) | |
Section 162(m) limitation | (9.12%) | |
Stock based compensation excess windfall | 20.89% | |
Total | (0.42%) |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefit, ending balance | $ 896 | $ 1,070 | $ 865 |
Increase - prior year tax position | (480) | ||
Increase - current year tax position | $ 306 | $ 205 |
INCOME TAXES (Details 5)
INCOME TAXES (Details 5) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax asset valuation allowance, beginning balance | $ 28,627 | $ 24,877 |
Additions | 6,125 | 3,951 |
Deductions | 7,910 | 201 |
Deferred tax asset valuation allowance, ending balance | $ 26,842 | $ 28,627 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Decrease in income tax valuation allowance | $ 1,800 | |
Increaase in income tax valuation allowance | $ 3,800 | |
Deferred Tax Assets, Tax Credit Carryforwards | 1,883 | $ 1,889 |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 31,000 | |
Deferred Tax Assets, Tax Credit Carryforwards | 700 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 2,600 | |
Deferred Tax Assets, Tax Credit Carryforwards | $ 500 |