Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 10, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | WATT | |
Entity Registrant Name | Energous Corp | |
Entity Central Index Key | 0001575793 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 92,069,632 | |
Title of 12(b) Security | Common Stock, $0.00001 par value | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-36379 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-1318953 | |
Entity Address, Address Line One | 3590 North First Street | |
Entity Address, Address Line Two | Suite 210 | |
Entity Address, City or Town | San Jose | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95134 | |
City Area Code | 408 | |
Local Phone Number | 963-0200 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 19,959,768 | $ 26,287,293 |
Accounts receivable, net | 168,084 | 143,353 |
Inventory | 176,786 | 105,821 |
Prepaid expenses and other current assets | 1,251,839 | 827,551 |
Total current assets | 21,556,477 | 27,364,018 |
Property and equipment, net | 389,659 | 429,035 |
Operating lease right-of-use assets | 1,595,869 | 1,959,869 |
Total assets | 23,542,005 | 29,752,922 |
Current liabilities: | ||
Accounts payable | 1,053,204 | 900,765 |
Accrued expenses | 1,462,742 | 1,790,414 |
Accrued severance expense | 215,442 | 416,516 |
Warrant liability | 1,238,000 | |
Operating lease liabilities, current portion | 699,673 | 705,894 |
Deferred revenue | 58,091 | 29,727 |
Total current liabilities | 4,727,152 | 3,843,316 |
Operating lease liabilities, long-term portion | 915,854 | 1,264,131 |
Total liabilities | 5,643,006 | 5,107,447 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock, $0.00001 par value, 10,000,000 shares authorized at June 30, 2023 and December 31, 2022; no shares issued or outstanding at June 30, 2023 and December 31, 2022. | ||
Common Stock, $0.00001 par value, 200,000,000 shares authorized at June 30, 2023 and December 31, 2022; 92,040,276 and 78,944,954 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively. | 921 | 789 |
Additional paid-in capital | 391,221,050 | 387,319,985 |
Accumulated deficit | (373,322,972) | (362,675,299) |
Total stockholders’ equity | 17,898,999 | 24,645,475 |
Total liabilities and stockholders’ equity | $ 23,542,005 | $ 29,752,922 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 92,040,276 | 78,944,954 |
Common stock, shares outstanding | 92,040,276 | 78,944,954 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 117,133 | $ 232,971 | $ 213,809 | $ 448,932 |
Costs and expenses: | ||||
Cost of revenue | 82,818 | 271,384 | 221,631 | 474,633 |
Research and development | 2,880,132 | 3,209,910 | 5,958,656 | 6,737,056 |
Sales and marketing | 1,088,084 | 1,158,092 | 2,300,022 | 2,771,682 |
General and administrative | 2,103,971 | 2,024,939 | 4,065,431 | 4,052,459 |
Severance expense | 90,310 | 633,444 | 90,310 | 633,444 |
Total costs and expenses | 6,245,315 | 7,297,769 | 12,636,050 | 14,669,274 |
Loss from operations | (6,128,182) | (7,064,798) | (12,422,241) | (14,220,342) |
Other (expense) income: | ||||
Offering costs related to warrant liability | (591,670) | |||
Change in fair value of warrant liability | 1,897,000 | 1,897,000 | ||
Interest income | 236,016 | 47,049 | 469,238 | 49,875 |
Total other income | 2,133,016 | 47,049 | 1,774,568 | 49,875 |
Net loss | $ (3,995,166) | $ (7,017,749) | $ (10,647,673) | $ (14,170,467) |
Basic loss per common share | $ (0.04) | $ (0.09) | $ (0.12) | $ (0.18) |
Weighted average shares outstanding, basic | 91,241,080 | 77,125,105 | 86,351,876 | 77,028,549 |
Diluted loss per common share | $ (0.04) | $ (0.09) | $ (0.12) | $ (0.18) |
Weighted average shares outstanding, diluted | 91,241,080 | 77,125,105 | 86,351,876 | 77,028,549 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2021 | $ 46,984,278 | $ 767 | $ 383,383,550 | $ (336,400,039) |
Beginning balance (in shares) at Dec. 31, 2021 | 76,667,205 | |||
Stock-based compensation - options | 10,313 | 10,313 | ||
Stock-based compensation - restricted stock units ("RSUs") | 745,620 | 745,620 | ||
Stock-based compensation - employee stock purchase plan ("ESPP") | 40,973 | 40,973 | ||
Issuance of shares for RSUs | $ 4 | (4) | ||
Issuance of shares for RSUs (in shares) | 387,823 | |||
Proceeds from contributions to the ESPP | 104,217 | 104,217 | ||
Net loss | (7,152,718) | (7,152,718) | ||
Ending balance at Mar. 31, 2022 | 40,732,683 | $ 771 | 384,284,669 | (343,552,757) |
Ending balance (in shares) at Mar. 31, 2022 | 77,055,028 | |||
Beginning balance at Dec. 31, 2021 | 46,984,278 | $ 767 | 383,383,550 | (336,400,039) |
Beginning balance (in shares) at Dec. 31, 2021 | 76,667,205 | |||
Net loss | (14,170,467) | |||
Ending balance at Jun. 30, 2022 | 34,439,232 | $ 775 | 385,008,963 | (350,570,506) |
Ending balance (in shares) at Jun. 30, 2022 | 77,464,571 | |||
Beginning balance at Dec. 31, 2021 | 46,984,278 | $ 767 | 383,383,550 | (336,400,039) |
Beginning balance (in shares) at Dec. 31, 2021 | 76,667,205 | |||
Ending balance at Dec. 31, 2022 | 24,645,475 | $ 789 | 387,319,985 | (362,675,299) |
Ending balance (in shares) at Dec. 31, 2022 | 78,944,954 | |||
Beginning balance at Mar. 31, 2022 | 40,732,683 | $ 771 | 384,284,669 | (343,552,757) |
Beginning balance (in shares) at Mar. 31, 2022 | 77,055,028 | |||
Stock-based compensation - options | 21,330 | 21,330 | ||
Stock-based compensation - restricted stock units ("RSUs") | 601,029 | 601,029 | ||
Stock-based compensation - employee stock purchase plan ("ESPP") | 41,428 | 41,428 | ||
Issuance of shares for RSUs | $ 2 | (2) | ||
Issuance of shares for RSUs (in shares) | 215,746 | |||
Proceeds from contributions to the ESPP | 60,511 | $ 2 | 60,509 | |
Proceeds from contributions to the ESPP (in shares) | 193,797 | |||
Net loss | (7,017,749) | (7,017,749) | ||
Ending balance at Jun. 30, 2022 | 34,439,232 | $ 775 | 385,008,963 | (350,570,506) |
Ending balance (in shares) at Jun. 30, 2022 | 77,464,571 | |||
Beginning balance at Dec. 31, 2022 | 24,645,475 | $ 789 | 387,319,985 | (362,675,299) |
Beginning balance (in shares) at Dec. 31, 2022 | 78,944,954 | |||
Stock-based compensation - options | 21,095 | 21,095 | ||
Stock-based compensation - restricted stock units ("RSUs") | 476,242 | 476,242 | ||
Stock-based compensation - employee stock purchase plan ("ESPP") | 24,740 | 24,740 | ||
Issuance of shares for RSUs | $ 2 | (2) | ||
Issuance of shares for RSUs (in shares) | 186,878 | |||
Proceeds from contributions to the ESPP | 65,134 | 65,134 | ||
Issuance of shares in an at-the-market ("ATM") placement, net of $68,637 in issuance costs | 2,674,697 | $ 37 | 2,674,660 | |
Issuance of shares in an at-the-market ("ATM") placement, net of issuance costs (in shares) | 3,650,198 | |||
Issuance of shares in a sale of common stock, net of $3,166,139 in issuance costs and fair value of a liability warrant | 133,861 | $ 83 | 133,778 | |
Issuance of shares in a sale of common stock, net of issuance costs and fair value of liability warrant(in shares) | 8,250,000 | |||
Net loss | (6,652,507) | (6,652,507) | ||
Ending balance at Mar. 31, 2023 | 21,388,737 | $ 911 | 390,715,632 | (369,327,806) |
Ending balance (in shares) at Mar. 31, 2023 | 91,032,030 | |||
Beginning balance at Dec. 31, 2022 | 24,645,475 | $ 789 | 387,319,985 | (362,675,299) |
Beginning balance (in shares) at Dec. 31, 2022 | 78,944,954 | |||
Net loss | (10,647,673) | |||
Ending balance at Jun. 30, 2023 | 17,898,999 | $ 921 | 391,221,050 | (373,322,972) |
Ending balance (in shares) at Jun. 30, 2023 | 92,040,276 | |||
Beginning balance at Mar. 31, 2023 | 21,388,737 | $ 911 | 390,715,632 | (369,327,806) |
Beginning balance (in shares) at Mar. 31, 2023 | 91,032,030 | |||
Stock-based compensation - options | 21,330 | 21,330 | ||
Stock-based compensation - restricted stock units ("RSUs") | 455,695 | 455,695 | ||
Stock-based compensation - performance share units ("PSUs") | 10,601 | 10,601 | ||
Stock-based compensation - employee stock purchase plan ("ESPP") | 16,267 | 16,267 | ||
Issuance of shares for RSUs | $ 7 | (7) | ||
Issuance of shares for RSUs (in shares) | 681,434 | |||
Proceeds from contributions to the ESPP | 1,535 | $ 3 | 1,532 | |
Proceeds from contributions to the ESPP (in shares) | 326,812 | |||
Net loss | (3,995,166) | (3,995,166) | ||
Ending balance at Jun. 30, 2023 | $ 17,898,999 | $ 921 | $ 391,221,050 | $ (373,322,972) |
Ending balance (in shares) at Jun. 30, 2023 | 92,040,276 |
Condensed Statement of Change_2
Condensed Statement of Changes in Stockholders' Equity (Parenthetical) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
At The Market [Member] | |
Issuance costs | $ 68,637 |
Sale of Common Stock [Member] | |
Issuance costs | $ 3,166,139 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (10,647,673) | $ (14,170,467) |
Adjustments to reconcile net loss to Net cash used in operating activities: | ||
Depreciation and amortization | 90,330 | 127,311 |
Stock based compensation | 1,025,970 | 1,460,693 |
Changes in operating lease right-of-use assets | 364,000 | 371,604 |
Inventory net realizable adjustment | 142,313 | |
Bad debt expense | (12,500) | 17,500 |
Change in fair value of warrant liability | (1,897,000) | |
Offering costs allocated to warrants | 591,670 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (12,231) | 55,819 |
Inventory | (213,278) | (52,153) |
Prepaid expenses and other current assets | (424,288) | (391,009) |
Accounts payable | 152,439 | (197,025) |
Accrued expenses | (327,672) | (50,554) |
Accrued severance expense | (201,074) | (230,619) |
Operating lease liabilities | (354,498) | (403,029) |
Deferred revenue | 28,364 | 7,981 |
Net cash used in operating activities | (11,695,128) | (13,453,948) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (50,954) | (112,509) |
Net cash used in investing activities | (50,954) | (112,509) |
Cash flows from financing activities: | ||
Net proceeds from an ATM offering | 2,674,697 | |
Net proceeds from a sale of common stock and warrant issuance | 2,677,191 | |
Proceeds from contributions to employee stock purchase plan | 66,669 | 164,728 |
Net cash provided by financing activities | 5,418,557 | 164,728 |
Net decrease in cash and cash equivalents | (6,327,525) | (13,401,729) |
Cash and cash equivalents – beginning | 26,287,293 | 49,071,414 |
Cash and cash equivalents – ending | 19,959,768 | 35,669,685 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Increase in operating lease right-of-use assets and operating lease liabilities | 2,071,336 | |
Restricted Stock Units (RSUs) [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Common stock issued | $ 9 | $ 6 |
Business Organization, Nature o
Business Organization, Nature of Operations | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization, Nature of Operations | Note 1 - Business Organization, Nature of Operations Energous Corporation (the “Company”) was incorporated in Delaware on October 30, 2012. The Company has developed its WattUp® wireless power technology, consisting of proprietary semiconductor chipsets, software controls, hardware designs and antennas, that enables radio frequency (“RF”) based charging for electronic devices. The WattUp technology has a broad spectrum of capabilities, including near-field wireless charging and at-a-distance wireless charging at various distances. The Company believes its proprietary WattUp technology is well suited for many applications, including building and home automation, electronic shelf labels, industrial IoT sensors, surface and implanted medical devices, tracking devices, hearables, wearables, consumer electronics and public safety applications. Potential future applications include smartphones, commercial and industrial robotics, as well as automotive solutions and other devices with charging requirements that would otherwise require battery replacement or a wired power connection. |
Liquidity and Management Plans
Liquidity and Management Plans | 6 Months Ended |
Jun. 30, 2023 | |
Liquidity And Management Plan Disclosure [Abstract] | |
Liquidity and Management Plans | Note 2 – Liquidity and Management Plans During the three and six months ended June 30, 2023, the Company recorded revenue of $ 117,133 and $ 213,809 , respectively. During the three and six months ended June 30, 2023, the Company recorded net losses of $ 3,995,166 and $ 10,647,673 , respectively. Net cash used in operating activities was $ 11,695,128 and $ 13,453,948 for the six months ended June 30, 2023 and 2022, respectively. The Company is currently meeting its liquidity requirements through the proceeds of securities offerings that raised net proceeds of $ 27,043,751 during 2021, $ 744,787 during 2022 and $ 5,351,888 during the first quarter of 2023, along with proceeds from contributions to the Company’s employee stock purchase plan (the “ESPP”) and payments received from customers. As of June 30, 2023, the Company had cash and cash equivalents of $ 19,959,768 . The Company expects that cash and cash equivalents as of June 30, 2023, together with expected additional ATM financing during the third quarter of 2023, implementation of cost and expense reductions and anticipated revenues, will be sufficient to fund the Company’s operations through August 2024. Research and development of new technologies is by its nature unpredictable. Although the Company intends to continue its research and development activities, there can be no assurance that its available resources and revenue generated from its business operations will be sufficient to sustain its operations. Accordingly, the Company expects to pursue additional cost and expense reductions in addition to financing, which could include offerings of equity or debt securities, bank financings, commercial agreements with customers or strategic partners, and other alternatives, depending upon market conditions. There is no assurance that such cost and expense reductions and financing will be available on terms that the Company would find acceptable, or at all. If the Company is unsuccessful in implementing this plan, the Company will be required to make further cost and expense reductions or modifications to its on-going and strategic plans. The market for products using the Company’s technology is broad and evolving, but remains nascent and unproven, so the Company’s success is dependent upon many factors, including customer acceptance of its existing products, technical feasibility of future products, regulatory approvals, the development of complementary technologies, competition and global market fluctuations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2022 included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 30, 2023. The accounting policies used in preparing these unaudited condensed interim financial statements are consistent with those described in the Company’s December 31, 2022 audited financial statements . 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 the disclosure of contingent liabilities at the date of the financial statements as well as the reported expenses during the reporting periods. Note 3 – Summary of Significant Accounting Policies, continued The Company’s significant estimates and assumptions include the valuation of stock-based compensation instruments, recognition of revenue, inventory valuation, fair value of warrant liabilities and the valuation allowance on deferred tax assets. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Although the Company believes that its estimates and assumptions are reasonable, they are based upon information available at the time the estimates and assumptions were made. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term, highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. The Company maintains cash balances that may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants is estimated using an appropriate valuation model. Such warrant classification is also subject to re-evaluation at each reporting period. Offering costs associated with warrants classified as liabilities are expensed as incurred and are presented as offering cost related to warrant liability in the statement of operations. Offering costs associated with the sale of warrants classified as equity are charged against proceeds. Fair Value The Company follows ASC 820, Fair Value Measurements (“ASC 820”), which establishes a common definition of fair value to be applied when US GAAP requires the use of fair value, establishes a framework for measuring fair value, and requires certain disclosure about such fair value measurements. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: • Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities to which the Company has access at a measurement date. • Level 2: Observable inputs other than Level 1 quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities 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 for which little or no market data exists and for which the Company must develop its own assumptions regarding the assumptions that market participants would use in pricing the asset or liability, including assumptions regarding risk. Note 3 – Summary of Significant Accounting Policies, continued Because of the uncertainties inherent in the valuation of assets or liabilities for which there are no observable inputs, those estimated fair values may differ significantly from the values that may have been used had a ready market for the assets or liabilities existed. The carrying amounts of the Company’s financial assets and liabilities, such as cash, cash equivalents, prepaid expenses, other current assets, and accounts payable & accrued expenses, are an approximate of their fair values because of the short maturity of these instruments. The Company’s derivative liabilities recognized at fair value on a recurring basis are a level 3 measurement (see Note 8 – Fair Value Measurement). Revenue Recognition The Company follows Accounting Standards Codification (“ASC”) 606, "Revenue from Contracts with Customers" (“Topic 606”). In accordance with Topic 606, the Company recognizes revenue using the following five-step approach: 1. Identify the contract with a customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price of the contract. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue when or as the performance obligations are satisfied. The Company’s revenue consists of its single segment of wireless charging system solutions. The wireless charging system revenue consists of revenue from product development projects and production-level systems. During the three and six months ended June 30, 2023, the Company recognized $ 117,133 and $ 213,809 , respectively, in revenue. During the three and six months ended June 30, 2022, the Company recognized $ 232,971 and $ 448,932 , respectively, in revenue. The Company records revenue associated with product development projects that it enters into with certain customers. In general, these product development projects are complex, and the Company does not have certainty about its ability to achieve the project milestones. The achievement of a milestone is dependent on the Company’s performance obligation and requires acceptance by the customer. The Company recognizes this revenue at the point in time at which the performance obligation is met. The payment associated with achieving the performance obligation is generally commensurate with the Company’s effort or the value of the deliverable and is nonrefundable. The Company records the expenses related to these product development projects in research and development expense, in the periods such expenses were incurred. Inventory The Company follows ASC 330, Inventory (“Topic 330”) to account for its inventory, which includes finished goods ready for sale, work in process and raw materials, at the lower of cost or net realizable value. Net realizable value is calculated at the end of each reporting period and adjustment, if needed, is made. Research and Development Research and development expenses are charged to operations as incurred. For internally developed patents, all patent costs are expensed as incurred as research and development expense. Patent application costs, which are generally legal costs, are expensed as research and development costs until such time as the future economic benefits of such patents become more certain. The Company incurred research and development costs of $ 2,880,132 and $ 5,958,656 for the three and six months ended June 30, 2023, respectively. The Company incurred research and development costs of $ 3,209,910 and $ 6,737,056 for the three and six months ended June 30, 2022, respectively. Stock-Based Compensation The Company accounts for equity instruments issued to employees, board members and contractors in accordance with accounting guidance that requires awards to be recorded at their fair value on the date of grant and amortized over the vesting period of the award. The Company amortizes compensation costs on a straight-line basis over the requisite service period of the award, which is typically the vesting term of the equity instrument issued. Note 3 – Summary of Significant Accounting Policies, continued Under the ESPP, employees may purchase a limited number of shares of the Company’s common stock at a 15 % discount from the lower of the closing market prices measured on the first and last days of each half-year period. The Company recognizes stock-based compensation expense for the fair value of the purchase options, as measured on the grant date. Income Taxes Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of June 30, 2023, no liability for unrecognized tax benefits was required to be reported. The guidance from ASC 740, Income Taxes, also discusses the classification of related interest and penalties on income taxes. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. No interest or penalties were recorded during the three or six months ended June 30, 2023 and 2022. The Company files income tax returns with the United States and California governments. Net Loss Per Common Share Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method), the vesting of restricted stock units (“RSUs”) and performance stock units (“PSUs”) and the enrollment of employees in the ESPP. The computation of diluted loss per share excludes potentially dilutive securities of 12,260,369 for both the three and six months ended June 30, 2023 and 6,212,707 for both the three and six months ended June 30, 2022, as outlined in the table below, because their inclusion would be anti-dilutive. For the Three Months For the Six Months 2023 2022 2023 2022 Warrants issued to investors 9,916,666 3,284,789 9,916,666 3,284,789 Options to purchase common stock 300,000 825,006 300,000 825,006 RSUs 1,993,703 2,102,912 1,993,703 2,102,912 PSUs 50,000 – 50,000 – Total potentially dilutive securities 12,260,369 6,212,707 12,260,369 6,212,707 The table above includes 1,666,666 warrants expiring on March 1, 2024, which have an exercise price of $ 10.00 and 8,250,000 warrants expiring on March 28, 2029, which have an exercise price of $ 0.40 . Leases The Company determines if an arrangement is a lease at the inception of the arrangement. The Company applies the short-term lease recognition exemption and recognizes lease payments in profit or loss at lease commencement for facility or equipment leases that have a lease term of 12 months or less and do not include a purchase option whose exercise is reasonably certain. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are measured and recorded at the later of the adoption date, January 1, 2019, or the service commencement date based on the present value of lease payments over the lease term. The Company uses the implicit interest rate when readily determinable; however, most leases do not establish an implicit rate, so the Company uses an estimate of the incremental borrowing rate based on the information available at the time of measurement. Lease expense for lease payments is recognized on a straight-line basis over the lease term. See Note 4 – Commitments and Contingencies, Operating Leases for further discussion of the Company’s operating leases. Note 3 – Summary of Significant Accounting Policies, continued Management’s Evaluation of Subsequent Events The Company evaluates events that have occurred after the balance sheet date of June 30, 2023, through the date which the financial statements are available to be issued. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 4 – Commitments and Contingencies Operating Leases San Jose Lease On May 20, 2022, the Company signed a lease amendment to the existing lease for its office space at its corporate headquarters in San Jose, California, extending the term of the lease for an additional three years . Upon signing the lease amendment, the Company recorded a new ROU lease asset of $ 2,071,336 and operating lease liability of $ 2,071,336 , using a present value discount rate of 3.0 %. Upon expiration of the original lease on September 30, 2022, the new monthly lease payment starting October 1, 2022 is $ 58,903 , subject to annual escalations up to a maximum monthly lease payment of $ 62,490 . Costa Mesa Lease On September 22, 2021, the Company signed a new lease for office space for its engineers based in Costa Mesa, California. Per the lease, the lease commencement date is October 1, 2021 and the expiration date is September 30, 2023. The Company did not have control of the new office space until October 2021, at which time the Company recorded a new ROU lease asset of $ 104,563 and operating lease liability of $ 104,563 . The new Costa Mesa lease has an initial monthly lease payment of $ 4,369 starting October 1, 2021 and is subject to an annual escalation up to a maximum monthly lease payment of $ 4,522 . Operating Lease Commitments The Company follows ASC 842, Leases, (“Topic 842”) and recognizes the required ROU assets and operating lease liabilities on its balance sheet. The Company anticipates having future total lease payments of $ 1,668,187 during the period from the third quarter of 2023 to the third quarter of 2025. As of June 30, 2023, the Company has total operating lease ROU assets of $ 1,595,869 , current portion of operating lease liabilities of $ 699,673 and long-term portion of operating lease liabilities of $ 915,854 . The weighted average remaining lease term is 2.2 years as of June 30, 2023. A reconciliation of undiscounted cash flows to lease liabilities recognized as of June 30, 2023 is as follows: Amount (unaudited) 2023 372,282 2024 733,497 2025 562,408 Total future lease payments 1,668,187 Present value discount (2.9% weighted average) ( 52,660 ) Total operating lease liabilities $ 1,615,527 Hosted Design Software Agreement In June 2021, the Company entered into an electronic design automation software in a hosted environment license agreement with a term of three-years under which the Company is required to remit quarterly payments of approximately $ 233,000 through the second quarter of 2024. Litigations, Claims, and Assessments The Company is from time to time involved in various disputes, claims, liens and litigation matters arising in the normal course of business. While the outcome of these disputes, claims, liens and litigation matters cannot be predicted with certainty, after consulting with legal counsel, management does not believe that the outcome of these matters will have a material adverse effect on the Company's combined financial position, results of operations or cash flows. Note 4 – Commitments and Contingencies, continued MBO Bonus Plan On March 15, 2018, the Company’s Board of Directors (“Board”), on the recommendation of the Board’s Compensation Committee (“Compensation Committee”), approved the Energous Corporation MBO Bonus Plan (“Bonus Plan”) for executive officers of the Company. To be eligible to receive a bonus under the Bonus Plan, an executive officer must be continuously employed throughout the applicable performance period, and in good standing, and achieve the performance objectives selected by the Compensation Committee. Under the Bonus Plan, the Compensation Committee is responsible for selecting the amounts of potential bonuses for executive officers, the performance metrics used to determine whether any such bonuses will be paid and determining whether those performance metrics have been achieved. During the three and six months ended June 30, 2023, the Company recorded $ 236,635 and $ 298,636 in expense, respectively, under the Bonus Plan. As of June 30, 2023, the Company had accrued $ 400,836 under the Bonus Plan which is expected to be paid between the third quarter of 2023 and the first quarter of 2024. Severance and Change in Control Agreement On March 15, 2018, the Compensation Committee approved a form of Severance and Change in Control Agreement (“Severance Agreement”) that the Company may enter into with executive officers (each, an “Executive”). Under the Severance Agreement, if an Executive is terminated in a qualifying change in control termination, the Company agrees to pay the Executive six to 12 months of that Executive’s monthly base salary. If an Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) the Company agrees to pay the full amount of the Executive’s premiums under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents, for the six to 12 month period following the Executive’s termination. Executive Employee Agreement – Cesar Johnston On December 9, 2021, the Company announced that Cesar Johnston had been appointed as the Company’s Chief Executive Officer. In connection with Mr. Johnston’s appointment as Chief Executive Officer, the Company and Mr. Johnston executed an offer letter dated as of December 6, 2021. Under the terms of his offer letter, Mr. Johnston will receive an annual base salary of $ 400,000 per year. Beginning in 2022, he is eligible to receive a discretionary annual bonus of up to 100 % of his base salary, at the recommendation of the Compensation Committee, with the approval of the Board. In addition, as an inducement to accept his appointment as Chief Executive Officer, Mr. Johnston received, subject to continued employment, (a) a special one-time sign-on bonus in the amount of $ 120,000 , payable in two equal installments of $ 60,000 each on the first payroll date in 2022 and the first payroll date after December 6, 2022, (b) a grant of 150,000 RSUs to acquire shares of the Company’s common stock, one third of which vested on December 6, 2022 and the remaining two thirds of which vest in eight equal installments of 12,500 each on each quarterly anniversary thereafter and (c) a grant of an option to purchase 300,000 shares of the Company’s common stock at an exercise price equal to the fair market value of the Company’s common stock on the grant date, half of which shall vest on December 31, 2023, a quarter of which shall vest on December 31, 2024 and the remainder of which shall vest on December 31, 2025. Note 4 – Commitments and Contingencies, continued Also pursuant to the terms of his offer letter, Mr. Johnston is eligible for (a) an additional equity award in the amount of 287,000 PSUs to acquire shares of the Company’s common stock, to vest at various amounts to be agreed upon each year by the Board over a three year period commencing January 1, 2022 and ending December 31, 2024, upon the achievement of performance criteria to be mutually established by Mr. Johnston and the Compensation Committee, and (b) an additional equity award of up to 25,000 PSUs per calendar year for each of 2022, 2023 and 2024, based on outperformance of agreed upon goals per calendar year, as determined by the Compensation Committee with approval of the Board. On July 20, 2022, the Board approved, by unanimous written consent, the grant to Mr. Johnston of up to 287,000 PSUs pursuant to the terms of Mr. Johnston’s offer letter. The 287,000 PSUs that have been approved shall vest as follows: (a) up to 187,000 PSU shares shall vest on December 31, 2022, subject to Mr. Johnston’s continued service as Chief Executive Officer and the achievement, to be determined in the Compensation Committee’s sole discretion, by Mr. Johnston of certain performance metrics previously determined by the Compensation Committee and approved by the Board, (b) up to an additional 50,000 PSU shares shall vest on December 31, 2023, subject to Mr. Johnston’s continued service as Chief Executive Officer and the achievement, to be determined in the Compensation Committee’s sole discretion, by Mr. Johnston of certain performance metrics determined by the Board on May 17, 2023, and (c) up to an additional 50,000 PSU shares shall vest on December 31, 2024, subject to Mr. Johnston’s continued service as Chief Executive Officer and the achievement, to be determined and granted in the Compensation Committee’s sole discretion, by Mr. Johnston of certain performance metrics to be recommended by the Compensation Committee and approved by the Board at a subsequent date. As of June 30, 2023, the Board had not yet approved the performance criteria applicable to the up to 50,000 PSU shares that will vest on December 31, 2024; therefore, these 50,000 PSUs have not been considered granted. In connection with Mr. Johnston’s appointment as Chief Executive Officer, the Company and Mr. Johnston additionally entered into an amended and restated severance and change in control agreement, dated as of December 6, 2021. In the event of a termination that is not a change-in-control qualifying termination, Mr. Johnston is entitled to (a) a one-time lump sum payment by the Company in an amount equal to 18 months of his monthly base salary plus an amount equal to 100 % of his target bonus plus, if agreed by the Compensation Committee, a discretionary bonus for the year in which the termination occurs, (b) any outstanding unvested equity awards held by Mr. Johnston that would vest in the next 18 months of continuing employment (other than any equity awards that vest upon satisfaction of performance criteria) will accelerate and become vested and (c) if Mr. Johnston timely elects continued coverage under COBRA, the Company or its successor will pay the full amount of Mr. Johnston’s COBRA premiums on his behalf for 18 months. Mr. Johnston’s agreement additionally provides that, in the event of a change-in-control qualifying termination, Mr. Johnston is entitled to (a) a one-time lump sum payment by the Company in an amount equal to 18 months of his monthly base salary plus an amount equal to 150 % of his target bonus plus a prorated bonus for the year in which the termination occurs, (b) any outstanding unvested equity awards held by Mr. Johnston (including any equity awards that vest upon satisfaction of performance criteria) will accelerate in full and become vested and (c) if Mr. Johnston timely elects continued coverage under COBRA, the Company or its successor will pay the full amount of Mr. Johnston’s COBRA premiums on his behalf for 18 months. Mr. Johnston is also eligible to receive all customary and usual benefits generally available to senior executives of the Company. Note 4 – Commitments and Contingencies, continued Executive Transition Agreement – Stephen Rizzone On April 3, 2015, the Company entered into an Amended and Restated Executive Employment Agreement with Stephen R. Rizzone, the Company’s former President and Chief Executive Officer (“Employment Agreement”). The Employment Agreement, effective as of January 1, 2015 , had an initial term of four years and automatically renewed each year after the initial term. The Employment Agreement provided for an annual base salary of $ 365,000 , and Mr. Rizzone was eligible to receive quarterly cash bonuses from the MBO Bonus Plan with a total target amount equal to 100 % of his base salary based upon achievement of performance-based objectives established by the Board. On July 9, 2021, the Company announced that Stephen R. Rizzone had retired from his position as the Company’s President and Chief Executive Officer and as a member of the Board. In connection with Mr. Rizzone’s retirement, the Company and Mr. Rizzone entered into an Executive Transition Agreement (the “Separation Agreement”), providing for continued employment through August 31, 2021. Upon his termination of employment, the Separation Agreement provides severance payments and benefits to Mr. Rizzone consistent with the terms of his existing employment agreement with the Company, including without limitation: compensation-based payments of $ 1,460,000 in the aggregate, payable under a certain payment scheme as set forth therein, an additional lump sum cash payment of $ 2,000,000 , a pro-rated bonus payment for the two months of employment during the current quarterly bonus period payable at the same time bonus payments are made to other executives of the Company, settlement of deferred vested RSUs and an extension of the exercise periods of all stock options held by Mr. Rizzone until the one year anniversary of his termination date, and additional benefits related to Mr. Rizzone’s medical insurance. In addition, the Company agreed to pay-off all amounts owed under a lease agreement relating to a company car and that Mr. Rizzone would receive the title to the vehicle. All compensation under the Separation Agreement has been or will be subject to applicable withholding. As of June 30, 2023, the Company had unpaid accrued severance expense of $ 215,442 pertaining to Mr. Rizzone’s Separation Agreement which is expected to be paid through August 31, 2023. Executive Transition Agreement – Neeraj Sahejpal On April 29, 2022, the Company announced the departure of Neeraj Sahejpal, former Senior Vice President of Marketing and Business Development, effective April 30, 2022. Pursuant to the terms of Mr. Sahejpal’s severance and change of control agreement with the Company, Mr. Sahejpal received payments and benefits including compensation equal to twelve months of Mr. Sahejpal’s then-current salary of $ 261,250 , twelve months of maximum potential bonus of $ 261,250 , and twelve months of COBRA reimbursements. In addition, all RSUs held by Mr. Sahejpal that were due to vest in the twelve months after his departure, totaling RSUs covering 85,943 shares, were accelerated. Note 4 – Commitments and Contingencies, continued As of June 30, 2023, the Company had no unpaid accrued severance expense pertaining to Mr. Sahejpal’s agreement. Strategic Alliance Agreement In November 2016, the Company and Dialog Semiconductor plc (“Dialog”), a related party (see Note 9—Related Party Transactions), entered into a Strategic Alliance Agreement (“Alliance Agreement”) for the manufacture, distribution and commercialization of products incorporating the Company’s wire-free charging technology (“Licensed Products”). Pursuant to the terms of the Alliance Agreement, the Company agreed to engage Dialog as the exclusive supplier of the Licensed Products for specified fields of use, subject to certain exceptions (the “Company Exclusivity Requirement”). Dialog agreed to not distribute, sell or work with any third party to develop any competing products without the Company’s approval. In addition, both parties agreed on a revenue sharing arrangement and will collaborate on the commercialization of Licensed Products based on a mutually-agreed upon plan. Each party will retain all of its intellectual property. The Alliance Agreement has an initial term of seven years , with automatic renewal annually thereafter unless terminated by either party upon 180 days’ prior written notice. The Company may terminate the Alliance Agreement at any time after the third anniversary of the Alliance Agreement upon 180 days’ prior written notice to Dialog, or if Dialog breaches certain exclusivity obligations. Dialog may terminate the Alliance Agreement if sales of Licensed Products do not meet specified targets. The Company Exclusivity Requirement had a termination date of the earlier of January 1, 2021 or the occurrence of certain events relating to the Company’s pre-existing exclusivity obligations. The Company Exclusivity Requirement renewed automatically on an annual basis unless the Company and Dialog agree to terminate the requirement. On September 20, 2021, the Company was notified by Dialog, then recently acquired by Renesas Electronics Corporation, that it was terminating the Alliance Agreement between the Company and Dialog. There is a wind down period included in the Alliance Agreement which will conclude in September 2024. During the wind down period, the Alliance Agreement’s terms will continue to apply to the Company’s products that are covered by certain existing customer relationships, except that the parties’ respective exclusivity rights have terminated (see Note 9 – Related Party Transactions for expenses incurred by the Company from Renesas Electronics Corporation). |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Note 5 – Stockholders’ Equity Authorized Capital The holders of the Company’s common stock are entitled to one vote per share. Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board out of legally available funds. Upon the liquidation, dissolution or winding up of the Company, holders of common stock are entitled to share ratably in all assets of the Company that are legally available for distribution. Financing On September 15, 2020, the Company filed a shelf registration statement on Form S-3 with the SEC, which became effective on September 24, 2020, and contains two prospectuses: a base prospectus, which covers the offering, issuance and sale by the Company of up to $ 75,000,000 of its common stock, preferred stock, debt securities, warrants to purchase our common stock, preferred stock or debt securities, subscription rights to purchase its common stock, preferred stock or debt securities and/or units consisting of some or all of these securities; and an at-the-market sales agreement prospectus supplement covering the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $ 40,000,000 of its common stock that may be issued and sold under the At Market Issuance Sales Agreement, as amended, between the Company and B. Riley Securities, Inc. (the “ATM Program”). The $40,000,000 of common stock to be offered, issued and sold under the ATM Program is included in the $75,000,000 of securities that may be offered, issued and sold by the Company under the base prospectus. Pursuant to this shelf registration statement, the Company sold shares which raised net proceeds of $ 38,832,711 (net of $ 1,167,289 in issuance costs) during the third and fourth quarters of 2020 under the ATM Program. Note 5 – Stockholders’ Equity, continued On October 4, 2021, the Company filed a prospectus supplement covering the offering, issuance and sale of up to an additional $ 35,000,000 of shares of the Company’s common stock pursuant to the ATM Program. The Company raised net proceeds of $ 27,043,751 (net of $ 868,122 in issuance costs) during 2021 under the ATM Program. During 2022, the Company raised an additional $ 744,787 (net of $ 73,403 in issuance costs) under the ATM Program. During the first quarter of 2023, the Company raised $ 2,674,697 (net of $ 68,637 in issuance costs) under the ATM Program. As of June 30, 2023, the Company has $ 3,526,605 remaining on this shelf registration statement. On November 15, 2021, the Company filed a shelf registration statement on Form S-3 with the SEC, which became effective on December 16, 2021. This shelf registration statement allows the Company to sell, from time to time, any combination of debt or equity securities described in the registration statement up to aggregate proceeds of $ 100,000,000 . Pursuant to this registration statement, on March 28, 2023, the Company completed an underwritten offering pursuant to which it issued and sold an aggregate of (i) 8,250,000 shares of its common stock (the “Shares”) and (ii) warrants to purchase up to 8,250,000 shares of its common stock (the “2023 Warrants”), for net proceeds of $ 2,677,191 , after deducting underwriting discounts, commission and expenses payable by the Company. The 2023 Warrants were immediately exercisable upon issuance and have a term of six years and an exercise price of $ 0.40 . The Company allocated the proceeds received first to the 2023 Warrants based on the fair value of the 2023 Warrants as determined at initial measurement, with the remaining proceeds allocated to the Shares (see Note 7 – Warrant Liability and Note 8 – Fair Value Measurements). Common Stock Outstanding Our outstanding shares of common stock typically include shares that are deemed delivered under US GAAP. Shares that are deemed delivered currently include shares that have vested, but have not yet been delivered, under tax-deferred equity awards, as well as shares purchased under the ESPP where actual transfer of shares normally occurs a few days after the completion of the purchase periods. There are no voting rights for shares that are deemed delivered under US GAAP until the actual delivery of shares takes place. There are currently 200,000,000 shares of common stock authorized for issuance. |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | Note 6 – Stock-Based Compensation Equity Incentive Plans 2013 Equity Incentive Plan Effective on June 14, 2023, the Company’s stockholders approved the amendment and restatement of the 2013 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 1,000,000 shares, bringing to 9,785,967 the total number of shares approved for issuance under that plan. As of June 30, 2023, 2,283,731 shares of common stock remain eligible to be issued through equity-based instruments under the 2013 Equity Incentive Plan. 2014 Non-Employee Equity Compensation Plan Effective on May 26, 2020, the Company’s stockholders approved the amendment and restatement of the 2014 Non-Employee Equity Compensation Plan to increase the number of shares reserved for issuance through equity-based instruments thereunder by 800,000 shares, bringing to 1,650,000 the total number of shares approved for issuance under that plan. As of June 30, 2023, 582,725 shares of common stock remain eligible to be issued through equity-based instruments under the 2014 Non-Employee Equity Compensation Plan. 2015 Performance Share Unit Plan Effective on June 16, 2021, the Company’s stockholders approved the amendment and restatement of the 2015 Performance Share Unit Plan to increase the number of shares reserved for issuance through equity-based instruments thereunder by 1,700,000 shares, bringing to 5,110,104 the total number of shares approved for issuance under that plan. Note 6 – Stock-Based Compensation, continued As of June 30, 2023, 2,125,438 shares of common stock remain eligible to be issued through equity-based instruments under the 2015 Performance Share Unit Plan. 2017 Equity Inducement Plan On December 28, 2017, the Board approved the 2017 Equity Inducement Plan. Under the 2017 Equity Inducement Plan, the Board reserved 600,000 shares for the grant of RSUs. These grants will be administered by the Board or a committee of the Board. These awards will be granted to individuals who (a) are being hired as an employee by the Company or any subsidiary and such award is a material inducement to such person being hired; (b) are being rehired as an employee following a bona fide period of interruption of employment with the Company or any subsidiary; or (c) will become an employee of the Company or any subsidiary in connection with a merger or acquisition. On July 20, 2022, the Board increased the number of shares of common stock reserved and available for issuance under the 2017 Equity Inducement Plan by 2,000,000 shares. As of June 30, 2023, 968,667 shares of common stock remain available to be issued through equity-based instruments under the 2017 Equity Inducement Plan. Employee Stock Purchase Plan In April 2015, the Company’s Board approved the ESPP, under which 600,000 shares of common stock have been reserved for purchase by the Company’s employees, subject to the approval by the Company’s stockholders. On May 21, 2015, the Company’s stockholders approved the ESPP. Effective on June 14, 2023, the Company’s stockholders approved the amendment and restatement of the ESPP to increase the number of shares reserved for issuance through equity-based instruments thereunder by 500,000 shares, bring to 2,050,000 the total number of shares approved for issuance under that plan. Under the ESPP, employees may designate an amount not less than 1 % but not more than 10 % of their annual compensation for the purchase of Company shares. An offering period shall be six months in duration commencing on or about January 1 and July 1 of each year. The exercise price of the option will be the lesser of 85 % of the fair market of the common stock on the first business day of the offering period and 85 % of the fair market value of the common stock on the applicable exercise date. As of June 30, 2023, 374,807 shares of common stock remain eligible to be issued under the ESPP. Employees contributed $ 66,669 through payroll withholdings to the ESPP as of June 30, 2023 for the offering period which ended on June 30, 2023 with shares deemed delivered on that date. Stock Option Activity In February 2022, the Board granted our Chief Executive Officer 300,000 stock options under the 2013 Equity Incentive Plan at an exercise price of $ 1.27 per share with half of the options vesting on the second anniversary of the vesting start date and a quarter of the options vesting on each of the two following anniversaries . The Company estimated the fair value of stock options granted during the second quarter of 2022 using the Black-Scholes option pricing model. No stock options were granted during the six months ended June 30, 2023. The fair values of stock options granted during the second quarter of 2022 were estimated using the following assumptions: Three Months Ended June 30, 2022 Stock price $ 1.27 Dividend yield 0 % Expected volatility 108 % Risk-free interest rate 1.92 % Expected life 5.6 years Note 6 – Stock-Based Compensation, continued The following is a summary of the Company’s stock option activity during the six months ended June 30, 2023: Number of Weighted Weighted Intrinsic Outstanding at January 1, 2023 300,262 $ 1.27 8.9 $ – Granted – – – – Exercised – – – – Forfeited ( 262 ) 2.49 – – Outstanding at June 30, 2023 300,000 $ 1.27 8.4 $ – Exercisable at January 1, 2023 262 $ 2.49 0.3 $ – Vested – – – – Exercised – – – – Forfeited ( 262 ) 2.49 – – Exercisable at June 30, 2023 – $ – – $ – As of June 30, 2023, the unamortized fair value of options was $ 191,264 . The unamortized amount will be expensed over a weighted average period of 2.2 years. PSUs PSUs are grants that vest upon the achievement of certain performance goals. The goals are commonly related to the Company’s revenue and achievement of sales and marketing goals. On July 20, 2022, the Board granted the Company’s Chief Executive Officer, Cesar Johnston, up to 287,000 PSUs under the Company’s 2015 Performance Share Unit Plan pursuant to the terms of Mr. Johnston’s offer letter with the Company (See Note 4 – Commitments and Contingencies). The up to 287,000 PSUs that have been approved shall vest as follows: (a) up to 187,000 PSU shares shall vest on December 31, 2022, subject to Mr. Johnston’s continued service as Chief Executive Officer and the achievement, to be determined in the Compensation Committee’s sole discretion, by Mr. Johnston of certain performance metrics previously determined by the Compensation Committee and approved by the Board, (b) up to an additional 50,000 PSU shares shall vest on December 31, 2023, subject to Mr. Johnston’s continued service as Chief Executive Officer and the achievement, to be determined in the Compensation Committee’s sole discretion, by Mr. Johnston of certain performance metrics determined and granted by the Board on May 17, 2023, and (c) up to an additional 50,000 PSU shares shall vest on December 31, 2024, subject to Mr. Johnston’s continued service as Chief Executive Officer and the achievement, to be determined in the Compensation Committee’s sole discretion, by Mr. Johnston of certain performance metrics to be recommended by the Compensation Committee and approved by the Board at a subsequent date. On December 31, 2022, 135,575 PSUs were achieved, vested and deemed delivered on that date. As of June 30, 2023, the performance criteria for the additional up to 50,000 PSUs that shall vest on December 31, 2024 had not been approved by the Board. As of June 30, 2023, the unamortized value of outstanding PSUs was $ 4,326 . The unamortized amount will be expensed over a period of 0.5 years. A summary of the activity related to PSUs for the six months ended June 30, 2023 is presented below: Total Weighted Outstanding at January 1, 2023 – $ – PSUs granted 50,000 0.31 PSUs forfeited – – PSUs vested – – Outstanding at June 30, 2023 50,000 $ 0.31 Note 6 – Stock-Based Compensation, continued RSUs During the six months ended June 30, 2023, the Compensation Committee granted various employees RSUs covering 68,750 shares of common stock under the 2013 Equity Incentive Plan. The awards vest over five years . During the six months ended June 30, 2023, the Compensation Committee granted various non-employees RSUs covering 124,452 shares of common stock under the 2014 Non-Employee Equity Compensation Plan. The awards vest over terms ranging from one to four years . During the six months ended June 30, 2023, the Compensation Committee granted various employees RSUs covering 615,000 shares of common stock under the 2017 Equity Inducement Plan. The awards vest over four years . As of June 30, 2023, the unamortized fair value of the outstanding RSUs was $ 1,907,738 . The unamortized amount will be expensed over a weighted average period of 1.9 years. A summary of the activity related to RSUs for the six months ended June 30, 2023 is presented below: Total Weighted Outstanding at January 1, 2023 2,165,132 $ 1.63 RSUs granted 808,202 0.64 RSUs forfeited ( 111,319 ) 1.37 RSUs vested ( 868,312 ) 1.54 Outstanding at June 30, 2023 1,993,703 $ 1.29 Employee Stock Purchase Plan (“ESPP”) The recently completed offering period under the ESPP started on January 1, 2023 and concluded on June 30, 2023. During the year ended December 31, 2022, there were two offering periods. The first offering period began on January 1, 2022 and concluded on June 30, 2022. The second offering period began on July 1, 2022 and concluded on December 31, 2022. The weighted-average grant-date fair value of the purchase option for each designated share purchased under the ESPP was approximately $ 0.27 and $ 0.40 for the six months ended June 30, 2023 and 2022, respectively, which represents the fair value of the option, consisting of three main components: (i) the value of the discount on the enrollment date, (ii) the proportionate value of the call option for 85 % of the stock and (iii) the proportionate value of the put option for 15 % of the stock. The Company recognized compensation expense for the ESPP of $ 16,267 and $ 41,428 for the three months ended June 30, 2023 and 2022, respectively. The Company recognized compensation expense for the ESPP of $ 41,007 and $ 82,401 for the six months ended June 30, 2023 and 2022, respectively. The Company estimated the fair value of ESPP purchase options granted during the six months ended June 30, 2023 and 2022 using the Black-Scholes option pricing model. The fair values of ESPP purchase options granted were estimated using the following assumptions: Six Months Ended June 30, 2023 2022 Stock price $ 0.836 $ 1.25 Dividend yield 0 % 0 % Expected volatility 59 % 61 % Risk-free interest rate 4.42 % 0.19 % Expected life 6 months 6 months Note 6 – Stock-Based Compensation, continued Stock-Based Compensation Expense The following tables summarize total stock-based compensation costs recognized for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options $ 21,330 $ 21,330 $ 42,425 $ 31,643 RSUs 455,695 601,029 931,937 1,346,649 PSUs 10,601 – 10,601 – ESPP 16,267 41,428 41,007 82,401 Total $ 503,893 $ 663,787 $ 1,025,970 $ 1,460,693 The total amount of stock-based compensation was reflected within the statements of operations as: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ 210,060 $ 295,481 $ 418,791 $ 648,524 Sales and marketing 103,456 54,399 208,359 234,776 General and administrative 190,377 226,245 398,820 489,731 Severance expense – 87,662 – 87,662 Total $ 503,893 $ 663,787 $ 1,025,970 $ 1,460,693 |
Warrant Liability
Warrant Liability | 6 Months Ended |
Jun. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liability | Note 7 – Warrant Liability 2023 Warrants In March 2023, the Company issued 8,250,000 warrants to purchase up to 8,250,000 shares of its common stock. The 2023 Warrants have a six-year term and were exercisable upon issuance on March 28, 2023 . Each 2023 Warrant is exercisable for one share of the Company’s common stock at a price of $ 0.40 per share (“Exercise Price”), subject to adjustment in certain circumstances including in the event of stock dividends and splits, or a recapitalization, merger, consolidation, tender offer, reorganization, or other change in control of the Company. In the event of certain transactions such as a merger, consolidation, tender offer, reorganization, or other change in control, if holders of common stock are given any choice as to the consideration to be received, the holder of each 2023 Warrant shall be given the same choice of alternate consideration. In the event of certain transactions that are not within the Company’s control, such as a merger, consolidation, tender offer, reorganization, or other change in control of the Company, each holder of a 2023 Warrant shall be entitled to receive the same form of consideration at the Black Scholes value of the unexercised portion of the 2023 Warrant that is being offered and paid to holders of common stock, including the option to exercise the 2023 Warrants on a “cashless basis”. If the Company issues additional shares of common stock or equity-linked securities for a consideration per share less than the Exercise Price, then such Exercise Price will be reduced to a new lower price pursuant to the terms of the 2023 Warrants. Additionally, if the Exercise Price of any outstanding derivative securities is modified by the Company such that such security’s modified exercise price is below the Exercise Price, the Exercise Price will adjust downward pursuant to the terms of the 2023 Warrant. This provision would not apply for stock or stock equivalents which fall under shares that qualify for exempt issuance, such as if the Company adjusted the option exercise price for an option granted to an employee, officer, or director. The Company accounted for the 2023 Warrants in accordance with the derivative guidance contained in ASC 815-40, as the warrants did not meet the criteria for equity treatment. The Company believes that the adjustments to the Exercise Price is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the 2023 Warrants are not eligible for an exception from derivative accounting. As such, the 2023 Warrants were initially measured at fair value and recorded as a liability in the amount of $ 3,135,000 . As of June 30, 2023, all 2023 Warrants were outstanding. As of June 30, 2023, the fair value of the warrant liability was $ 1,238,000 . The Company recorded a change in fair value of the warrant liability of $ 1,897,000 for the three and six months ended June 30, 2023. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 – Fair Value Measurements The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value: Balance as of June 30, 2023 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 19,959,768 $ – $ – $ 19,959,768 Liabilities: Warrant liability $ – $ – $ 1,238,000 $ 1,238,000 Balance as of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 26,287,293 $ – $ – $ 26,287,293 Liabilities: Warrant liability $ – $ – $ – $ – There were no transfers among Level 1, Level 2, or Level 3 categories during the periods presented. 2023 Warrants The Company utilizes a Monte Carlo simulation model for the 2023 Warrants at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the 2023 Warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate, and dividend yield. The key inputs into the Monte Carlo simulation model for the 2023 Warrants are as follows: At March 31, 2023 At June 30, 2023 Share price $ 0.54 $ 0.24 Exercise price $ 0.40 $ 0.40 Term (in years) 6.0 5.7 Volatility 65 % 65 % Risk-free rate 3.6 % 4.1 % Dividend yield 0 % 0 % The decrease in the fair value of the 2023 Warrant liability was determined to be $ 1,897,000 during the three months ended June 30, 2023 (see Note 7 – Warrant Liability). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9 – Related Party Transactions In November 2016, the Company and Dialog entered into the Alliance Agreement for the manufacture, distribution and commercialization of products incorporating the Company’s wire-free charging technology (See Note 4 – Commitments and Contingencies, Strategic Alliance Agreement ). On November 7, 2016 and June 28, 2017, the Company and Dialog entered into securities purchase agreements under which Dialog acquired a total of 1,739,691 shares and received warrants to purchase up to 1,417,565 shares. As of June 30, 2023, none of the warrants remain outstanding. As of June 30, 2023, Dialog owns approximately 1.9 % of the Company’s outstanding common shares. The Company did no t record any revenue under the Alliance Agreement during the three or six months ended June 30, 2023 and 2022. The Company incurred $ 0 and $ 124,055 in chip test development expense from Renesas Electronics Corporation, which acquired Dialog in August 2021 (“Renesas”), during the three and six months ended June 30, 2023, respectively. The Company did no t incur any expense from Renesas during the three and six months ended June 30, 2022. On September 20, 2021, the Company was notified by Dialog that it was terminating the Alliance Agreement between the Company and Dialog. |
Customer Concentrations
Customer Concentrations | 6 Months Ended |
Jun. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Customer Concentrations | Note 10 – Customer Concentrations Two customers accounted for approximately 68 % of the Company’s revenue for the three months ended June 30, 2023, and four customers accounted for approximately 88 % of the Company’s revenue for the three months ended June 30, 2022. Three customers accounted for approximately 75 % of the Company's revenue for the six months ended June 30, 2023, and four customers accounted for approximately 69 % of the Company's revenue for the six months ended June 30, 2022. Three customers accounted for approximately 81 % of the Company’s accounts receivable balance as of June 30, 2023. One customer accounted for approximately 87 % of the Company’s accounts receivable balance as of December 31, 2022. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 11 - Subsequent Event On July 20, 2023, the Company reported that William Mannina had resigned as Acting Chief Financial Officer effective August 16, 2023. Upon his departure, the Company will record a severance liability and expense of approximately $ 257,000 which includes nine months of his base salary payments, nine months of health insurance premiums and a total of up to $ 25,000 of his legal expenses. His RSU awards will continue to vest until August 16, 2023. The Company did no t record any other liabilities or equity-related expense in connection with Mr. Mannina's departure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2022 included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 30, 2023. The accounting policies used in preparing these unaudited condensed interim financial statements are consistent with those described in the Company’s December 31, 2022 audited financial statements . |
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 the disclosure of contingent liabilities at the date of the financial statements as well as the reported expenses during the reporting periods. The Company’s significant estimates and assumptions include the valuation of stock-based compensation instruments, recognition of revenue, inventory valuation, fair value of warrant liabilities and the valuation allowance on deferred tax assets. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Although the Company believes that its estimates and assumptions are reasonable, they are based upon information available at the time the estimates and assumptions were made. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term, highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. The Company maintains cash balances that may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants is estimated using an appropriate valuation model. Such warrant classification is also subject to re-evaluation at each reporting period. Offering costs associated with warrants classified as liabilities are expensed as incurred and are presented as offering cost related to warrant liability in the statement of operations. Offering costs associated with the sale of warrants classified as equity are charged against proceeds. |
Fair Value | Fair Value The Company follows ASC 820, Fair Value Measurements (“ASC 820”), which establishes a common definition of fair value to be applied when US GAAP requires the use of fair value, establishes a framework for measuring fair value, and requires certain disclosure about such fair value measurements. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: • Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities to which the Company has access at a measurement date. • Level 2: Observable inputs other than Level 1 quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities 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 for which little or no market data exists and for which the Company must develop its own assumptions regarding the assumptions that market participants would use in pricing the asset or liability, including assumptions regarding risk. Note 3 – Summary of Significant Accounting Policies, continued Because of the uncertainties inherent in the valuation of assets or liabilities for which there are no observable inputs, those estimated fair values may differ significantly from the values that may have been used had a ready market for the assets or liabilities existed. The carrying amounts of the Company’s financial assets and liabilities, such as cash, cash equivalents, prepaid expenses, other current assets, and accounts payable & accrued expenses, are an approximate of their fair values because of the short maturity of these instruments. The Company’s derivative liabilities recognized at fair value on a recurring basis are a level 3 measurement (see Note 8 – Fair Value Measurement). |
Revenue Recognition | Revenue Recognition The Company follows Accounting Standards Codification (“ASC”) 606, "Revenue from Contracts with Customers" (“Topic 606”). In accordance with Topic 606, the Company recognizes revenue using the following five-step approach: 1. Identify the contract with a customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price of the contract. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue when or as the performance obligations are satisfied. The Company’s revenue consists of its single segment of wireless charging system solutions. The wireless charging system revenue consists of revenue from product development projects and production-level systems. During the three and six months ended June 30, 2023, the Company recognized $ 117,133 and $ 213,809 , respectively, in revenue. During the three and six months ended June 30, 2022, the Company recognized $ 232,971 and $ 448,932 , respectively, in revenue. The Company records revenue associated with product development projects that it enters into with certain customers. In general, these product development projects are complex, and the Company does not have certainty about its ability to achieve the project milestones. The achievement of a milestone is dependent on the Company’s performance obligation and requires acceptance by the customer. The Company recognizes this revenue at the point in time at which the performance obligation is met. The payment associated with achieving the performance obligation is generally commensurate with the Company’s effort or the value of the deliverable and is nonrefundable. The Company records the expenses related to these product development projects in research and development expense, in the periods such expenses were incurred. |
Inventory | Inventory The Company follows ASC 330, Inventory (“Topic 330”) to account for its inventory, which includes finished goods ready for sale, work in process and raw materials, at the lower of cost or net realizable value. Net realizable value is calculated at the end of each reporting period and adjustment, if needed, is made. |
Research and Development | Research and Development Research and development expenses are charged to operations as incurred. For internally developed patents, all patent costs are expensed as incurred as research and development expense. Patent application costs, which are generally legal costs, are expensed as research and development costs until such time as the future economic benefits of such patents become more certain. The Company incurred research and development costs of $ 2,880,132 and $ 5,958,656 for the three and six months ended June 30, 2023, respectively. The Company incurred research and development costs of $ 3,209,910 and $ 6,737,056 for the three and six months ended June 30, 2022, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for equity instruments issued to employees, board members and contractors in accordance with accounting guidance that requires awards to be recorded at their fair value on the date of grant and amortized over the vesting period of the award. The Company amortizes compensation costs on a straight-line basis over the requisite service period of the award, which is typically the vesting term of the equity instrument issued. Note 3 – Summary of Significant Accounting Policies, continued Under the ESPP, employees may purchase a limited number of shares of the Company’s common stock at a 15 % discount from the lower of the closing market prices measured on the first and last days of each half-year period. The Company recognizes stock-based compensation expense for the fair value of the purchase options, as measured on the grant date. |
Income Taxes | Income Taxes Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of June 30, 2023, no liability for unrecognized tax benefits was required to be reported. The guidance from ASC 740, Income Taxes, also discusses the classification of related interest and penalties on income taxes. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. No interest or penalties were recorded during the three or six months ended June 30, 2023 and 2022. The Company files income tax returns with the United States and California governments. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method), the vesting of restricted stock units (“RSUs”) and performance stock units (“PSUs”) and the enrollment of employees in the ESPP. The computation of diluted loss per share excludes potentially dilutive securities of 12,260,369 for both the three and six months ended June 30, 2023 and 6,212,707 for both the three and six months ended June 30, 2022, as outlined in the table below, because their inclusion would be anti-dilutive. For the Three Months For the Six Months 2023 2022 2023 2022 Warrants issued to investors 9,916,666 3,284,789 9,916,666 3,284,789 Options to purchase common stock 300,000 825,006 300,000 825,006 RSUs 1,993,703 2,102,912 1,993,703 2,102,912 PSUs 50,000 – 50,000 – Total potentially dilutive securities 12,260,369 6,212,707 12,260,369 6,212,707 The table above includes 1,666,666 warrants expiring on March 1, 2024, which have an exercise price of $ 10.00 and 8,250,000 warrants expiring on March 28, 2029, which have an exercise price of $ 0.40 |
Leases | Leases The Company determines if an arrangement is a lease at the inception of the arrangement. The Company applies the short-term lease recognition exemption and recognizes lease payments in profit or loss at lease commencement for facility or equipment leases that have a lease term of 12 months or less and do not include a purchase option whose exercise is reasonably certain. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are measured and recorded at the later of the adoption date, January 1, 2019, or the service commencement date based on the present value of lease payments over the lease term. The Company uses the implicit interest rate when readily determinable; however, most leases do not establish an implicit rate, so the Company uses an estimate of the incremental borrowing rate based on the information available at the time of measurement. Lease expense for lease payments is recognized on a straight-line basis over the lease term. See Note 4 – Commitments and Contingencies, Operating Leases for further discussion of the Company’s operating leases. |
Management's Evaluation of Subsequent Events | Management’s Evaluation of Subsequent Events The Company evaluates events that have occurred after the balance sheet date of June 30, 2023, through the date which the financial statements are available to be issued. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The computation of diluted loss per share excludes potentially dilutive securities of 12,260,369 for both the three and six months ended June 30, 2023 and 6,212,707 for both the three and six months ended June 30, 2022, as outlined in the table below, because their inclusion would be anti-dilutive. For the Three Months For the Six Months 2023 2022 2023 2022 Warrants issued to investors 9,916,666 3,284,789 9,916,666 3,284,789 Options to purchase common stock 300,000 825,006 300,000 825,006 RSUs 1,993,703 2,102,912 1,993,703 2,102,912 PSUs 50,000 – 50,000 – Total potentially dilutive securities 12,260,369 6,212,707 12,260,369 6,212,707 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Reconciliation of Undiscounted Cash Flows to Lease Liabilities Recognized | A reconciliation of undiscounted cash flows to lease liabilities recognized as of June 30, 2023 is as follows: Amount (unaudited) 2023 372,282 2024 733,497 2025 562,408 Total future lease payments 1,668,187 Present value discount (2.9% weighted average) ( 52,660 ) Total operating lease liabilities $ 1,615,527 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Fair Values of Stock Options Granted | The fair values of stock options granted during the second quarter of 2022 were estimated using the following assumptions: Three Months Ended June 30, 2022 Stock price $ 1.27 Dividend yield 0 % Expected volatility 108 % Risk-free interest rate 1.92 % Expected life 5.6 years |
Summary of Stock Option Activity | The following is a summary of the Company’s stock option activity during the six months ended June 30, 2023: Number of Weighted Weighted Intrinsic Outstanding at January 1, 2023 300,262 $ 1.27 8.9 $ – Granted – – – – Exercised – – – – Forfeited ( 262 ) 2.49 – – Outstanding at June 30, 2023 300,000 $ 1.27 8.4 $ – Exercisable at January 1, 2023 262 $ 2.49 0.3 $ – Vested – – – – Exercised – – – – Forfeited ( 262 ) 2.49 – – Exercisable at June 30, 2023 – $ – – $ – |
Summary of Activity Related to PSUs | A summary of the activity related to PSUs for the six months ended June 30, 2023 is presented below: Total Weighted Outstanding at January 1, 2023 – $ – PSUs granted 50,000 0.31 PSUs forfeited – – PSUs vested – – Outstanding at June 30, 2023 50,000 $ 0.31 |
Schedule of Restricted Stock Units Activity | A summary of the activity related to RSUs for the six months ended June 30, 2023 is presented below: Total Weighted Outstanding at January 1, 2023 2,165,132 $ 1.63 RSUs granted 808,202 0.64 RSUs forfeited ( 111,319 ) 1.37 RSUs vested ( 868,312 ) 1.54 Outstanding at June 30, 2023 1,993,703 $ 1.29 |
Summary of Stock-based Compensation Costs Recognized | The following tables summarize total stock-based compensation costs recognized for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options $ 21,330 $ 21,330 $ 42,425 $ 31,643 RSUs 455,695 601,029 931,937 1,346,649 PSUs 10,601 – 10,601 – ESPP 16,267 41,428 41,007 82,401 Total $ 503,893 $ 663,787 $ 1,025,970 $ 1,460,693 |
Summary of Stock-based Compensation Reflected within Statements of Operations | The total amount of stock-based compensation was reflected within the statements of operations as: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ 210,060 $ 295,481 $ 418,791 $ 648,524 Sales and marketing 103,456 54,399 208,359 234,776 General and administrative 190,377 226,245 398,820 489,731 Severance expense – 87,662 – 87,662 Total $ 503,893 $ 663,787 $ 1,025,970 $ 1,460,693 |
Employee Stock Purchase Plan [Member] | |
Summary of Fair Values of Stock Options Granted | The fair values of ESPP purchase options granted were estimated using the following assumptions: Six Months Ended June 30, 2023 2022 Stock price $ 0.836 $ 1.25 Dividend yield 0 % 0 % Expected volatility 59 % 61 % Risk-free interest rate 4.42 % 0.19 % Expected life 6 months 6 months |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value: Balance as of June 30, 2023 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 19,959,768 $ – $ – $ 19,959,768 Liabilities: Warrant liability $ – $ – $ 1,238,000 $ 1,238,000 Balance as of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 26,287,293 $ – $ – $ 26,287,293 Liabilities: Warrant liability $ – $ – $ – $ – |
Schedule of Estimated Fair Value of the Warrant Liability | The key inputs into the Monte Carlo simulation model for the 2023 Warrants are as follows: At March 31, 2023 At June 30, 2023 Share price $ 0.54 $ 0.24 Exercise price $ 0.40 $ 0.40 Term (in years) 6.0 5.7 Volatility 65 % 65 % Risk-free rate 3.6 % 4.1 % Dividend yield 0 % 0 % |
Liquidity and Management Plans
Liquidity and Management Plans - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Liquidity And Management Plans [Line Items] | ||||||||
Engineering product development | $ 117,133 | $ 232,971 | $ 213,809 | $ 448,932 | ||||
Net loss | (3,995,166) | $ (6,652,507) | $ (7,017,749) | $ (7,152,718) | (10,647,673) | (14,170,467) | ||
Net cash provided by (used in) operating activities | (11,695,128) | $ (13,453,948) | ||||||
Net proceeds of securities offerings | $ 5,351,888 | $ 744,787 | $ 27,043,751 | |||||
Cash and cash equivalents, at carrying value, total | 19,959,768 | 19,959,768 | $ 26,287,293 | |||||
Technology Service [Member] | ||||||||
Liquidity And Management Plans [Line Items] | ||||||||
Engineering product development | $ 117,133 | $ 213,809 |
Significant Accounting Policies
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Apr. 30, 2015 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 28, 2023 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Revenue | $ 117,133 | $ 232,971 | $ 213,809 | $ 448,932 | ||||
Research and development expense, total | 2,880,132 | 3,209,910 | 5,958,656 | 6,737,056 | ||||
Liability for unrecognized tax benefits | 0 | 0 | ||||||
Interest or penalties for uncertain tax positions | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 12,260,369 | 12,260,369 | 6,212,707 | 6,212,707 | 12,260,369 | 6,212,707 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.40 | |||||||
Warrants Issued to Investors [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 9,916,666 | 3,284,789 | 9,916,666 | 3,284,789 | ||||
Warrants Issued to Investors [Member] | Expiring at March 1 2024 [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,666,666 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | $ 10 | ||||||
Warrants Issued to Investors [Member] | Expiring on March 28 2029 [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 8,250,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.40 | $ 0.40 | ||||||
Employee Stock Purchase Plan [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Common stock purchase price discount percentage | 85% | 15% | ||||||
Product Development Projects Revenue [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Revenue | $ 117,133 | $ 232,971 | $ 213,809 | $ 448,932 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Total potentially dilutive securities | 12,260,369 | 12,260,369 | 6,212,707 | 6,212,707 | 12,260,369 | 6,212,707 |
Warrants Issued to Investors [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Total potentially dilutive securities | 9,916,666 | 3,284,789 | 9,916,666 | 3,284,789 | ||
Employee Stock Option [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Total potentially dilutive securities | 300,000 | 825,006 | 300,000 | 825,006 | ||
Restricted Stock Units (RSUs) [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Total potentially dilutive securities | 1,993,703 | 2,102,912 | 1,993,703 | 2,102,912 | ||
Performance Share Units [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Total potentially dilutive securities | 50,000 | 50,000 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases - Additional Information (Detail) - USD ($) | 1 Months Ended | |||||
Oct. 01, 2021 | Oct. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | May 20, 2022 | Oct. 31, 2021 | |
Commitments And Contingencies [Line Items] | ||||||
ROU lease assets | $ 1,595,869 | $ 1,959,869 | ||||
Operating lease liability | 699,673 | 705,894 | ||||
Total operating lease payments | 1,668,187 | |||||
Long-term portion of operating lease liabilities | 915,854 | $ 1,264,131 | ||||
Accounting Standards Update 2016-02 | ||||||
Commitments And Contingencies [Line Items] | ||||||
ROU lease assets | 1,595,869 | |||||
Operating lease liability | 699,673 | |||||
Total operating lease payments | 1,668,187 | |||||
Long-term portion of operating lease liabilities | $ 915,854 | |||||
Weighted average remaining lease term | 2 years 2 months 12 days | |||||
San Jose, California [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Operating lease, renewal term | 3 years | |||||
ROU lease assets | $ 2,071,336 | |||||
Operating lease liability | $ 2,071,336 | |||||
Operating lease present value discount rate | 3% | |||||
Operating lease payment | $ 58,903 | |||||
San Jose, California [Member] | Maximum [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Maximum monthly lease payment | $ 62,490 | |||||
Costa Mesa California | ||||||
Commitments And Contingencies [Line Items] | ||||||
ROU lease assets | $ 104,563 | |||||
Operating lease liability | $ 104,563 | |||||
Operating lease payment | $ 4,369 | |||||
Costa Mesa California | Maximum [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Maximum monthly lease payment | $ 4,522 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Reconciliation of Undiscounted Cash Flows to Lease Liabilities Recognized (Detail) | Jun. 30, 2023 USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2023 | $ 372,282 |
2024 | 733,497 |
2025 | 562,408 |
Total future lease payments | 1,668,187 |
Present value discount (2.9% weighted average) | (52,660) |
Total operating lease liabilities | $ 1,615,527 |
Commitments and Contingencies_3
Commitments and Contingencies - Hosted Design Software Agreement - Additional Information (Detail) - USD ($) | 1 Months Ended | |
Jun. 25, 2015 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Initial term of agreement | 3 years | |
Quarterly payments for service agreement | $ 233,000 |
Commitments and Contingencies_4
Commitments and Contingencies - MBO Bonus Plan - Additional Information (Detail) - Accrued Expenses [Member] - Executive Officers [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2024 | |
Commitments And Contingencies [Line Items] | |||
Accrued bonus expense | $ 236,635 | $ 298,636 | |
Forecast | |||
Commitments And Contingencies [Line Items] | |||
Accrued bonus expense | $ 400,836 |
Commitments and Contingencies_5
Commitments and Contingencies - Executive Employee Agreement - Cesar Johnston - Additional Information (Detail) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2024 shares | Dec. 31, 2023 shares | Jul. 20, 2022 shares | Dec. 09, 2021 USD ($) Installment shares | Jun. 30, 2023 shares | Sep. 30, 2022 shares | Dec. 31, 2024 shares | Dec. 31, 2023 shares | Dec. 31, 2022 shares | |
Performance Share Units [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Shares granted | 50,000 | ||||||||
Shares vested | 0 | 135,575 | |||||||
Mr. Johnston [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Salary | $ | $ 400,000 | ||||||||
Annual bonus, percentage | 100% | ||||||||
One time sign on bonus amount | $ | $ 120,000 | ||||||||
Bonus payable, number of installments | Installment | 2 | ||||||||
Bonus payable installment amount | $ | $ 60,000 | ||||||||
Debt description | a grant of 150,000 RSUs to acquire shares of the Company’s common stock, one third of which vested on December 6, 2022 and the remaining two thirds of which vest in eight equal installments of 12,500 each on each quarterly anniversary thereafter | ||||||||
Options granted | 300,000 | ||||||||
Target bonus percentage | 100% | ||||||||
Mr. Johnston [Member] | Johnston A&R CIC Agreement [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Target bonus percentage | 150% | ||||||||
Mr. Johnston [Member] | Performance Share Units [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Additional equity award | 287,000 | ||||||||
Vesting percentage | 33.30% | ||||||||
Vesting period | 3 years | ||||||||
Additional equity award per year. | 25,000 | ||||||||
Shares granted | 287,000 | 287,000 | 287,000 | ||||||
Shares vested | 287,000 | ||||||||
Mr. Johnston [Member] | Performance Share Units [Member] | Maximum [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Shares vested | 187,000 | ||||||||
Mr. Johnston [Member] | Performance Share Units [Member] | Maximum [Member] | Forecast | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Shares vested | 50,000 | 50,000 | 50,000 | 50,000 | |||||
Shares not yet granted | 50,000 |
Commitments and Contingencies_6
Commitments and Contingencies - Employee Agreement - Stephen Rizzone - Additional Information (Detail) - USD ($) | 3 Months Ended | |||||
Jul. 09, 2021 | Jun. 25, 2015 | Jan. 01, 2015 | Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments And Contingencies [Line Items] | ||||||
Initial term of agreement | 3 years | |||||
Accrued severance expense | $ 215,442 | $ 416,516 | ||||
Mr. Rizzone [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Agreement effective date | Jan. 01, 2015 | |||||
Initial term of agreement | 4 years | |||||
Officers' compensation | $ 365,000 | |||||
Employment agreement percentage of base salary | 100% | |||||
Accrued severance expense | $ 215,442 | |||||
Mr. Rizzone [Member] | Separation Agreement [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Compensation-based payments | $ 1,460,000 | |||||
Additional lump sum cash payment | $ 2,000,000 | |||||
Description of other commitments | a pro-rated bonus payment for the two months of employment during the current quarterly bonus period payable at the same time bonus payments are made to other executives of the Company, settlement of deferred vested RSUs and an extension of the exercise periods of all stock options held by Mr. Rizzone until the one year anniversary of his termination date, and additional benefits related to Mr. Rizzone’s medical insurance. |
Commitments and Contingencies_7
Commitments and Contingencies - Employee Agreement - Neeraj Sahejpal - Additional Information (Detail) - USD ($) | Apr. 29, 2022 | Jun. 30, 2023 | Dec. 31, 2022 |
Commitments And Contingencies [Line Items] | |||
Accrued severance expense | $ 215,442 | $ 416,516 | |
Mr. Neeraj Sahejpal [Member] | |||
Commitments And Contingencies [Line Items] | |||
Salary | $ 261,250 | ||
Potential bonus | $ 261,250 | ||
Accrued severance expense | $ 0 | ||
Mr. Neeraj Sahejpal [Member] | Restricted Stock Units (RSUs) [Member] | |||
Commitments And Contingencies [Line Items] | |||
Shares vested | 85,943 |
Commitments and Contingencies_8
Commitments and Contingencies - Strategic Alliance Agreement - Additional Information (Detail) | 1 Months Ended | |
Jun. 25, 2015 | Nov. 30, 2016 | |
Commitments And Contingencies [Line Items] | ||
Initial term of agreement | 3 years | |
Strategic Alliance Agreement [Member] | ||
Commitments And Contingencies [Line Items] | ||
Initial term of agreement | 7 years |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Mar. 28, 2023 USD ($) $ / shares shares | Dec. 16, 2021 USD ($) | Oct. 04, 2021 USD ($) | Sep. 24, 2020 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2020 USD ($) | Jun. 30, 2023 USD ($) Vote shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||||||||
Number of common stock voting entitlement per share | Vote | 1 | ||||||||||
Securities reserved for issuance | $ 2,677,191 | $ 100,000,000 | |||||||||
At-the-market ("ATM") funds receivable | $ 38,832,711 | $ 38,832,711 | |||||||||
Accounting issuance costs will be paid | $ 1,167,289 | ||||||||||
Issuance of shares in an at-the-market ("ATM") placement, net of $68,637 in issuance costs | $ 2,674,697 | ||||||||||
Common stock, shares issued | shares | 8,250,000 | 92,040,276 | 78,944,954 | ||||||||
Class of warrant or right, number of securities called by warrants or rights | shares | 8,250,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.40 | ||||||||||
Warrants exercisable term | 6 years | ||||||||||
Common stock outstanding | Our outstanding shares of common stock typically include shares that are deemed delivered under US GAAP. Shares that are deemed delivered currently include shares that have vested, but have not yet been delivered, under tax-deferred equity awards, as well as shares purchased under the ESPP where actual transfer of shares normally occurs a few days after the completion of the purchase periods. There are no voting rights for shares that are deemed delivered under US GAAP until the actual delivery of shares takes place. There are currently 200,000,000 shares of common stock authorized for issuance. | ||||||||||
Common stock, shares authorized | shares | 200,000,000 | 200,000,000 | |||||||||
Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Securities reserved for issuance | 75,000,000 | ||||||||||
Sales Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Sale of stock, Description | The $40,000,000 of common stock to be offered, issued and sold under the ATM Program is included in the $75,000,000 of securities that may be offered, issued and sold by the Company under the base prospectus. | ||||||||||
Issuance of shares in an at-the-market ("ATM") placement, net of $68,637 in issuance costs | 2,674,697 | $ 744,787 | $ 27,043,751 | ||||||||
Net of issuance costs from offering of shares | $ 68,637 | $ 73,403 | $ 868,122 | ||||||||
Remaining securities under agreements to Repurchase on shelf registration statement | $ 3,526,605 | ||||||||||
Sales Agreement [Member] | Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Proceeds from (Payments for) in Securities Sold under Agreements | $ 35,000,000 | $ 40,000,000 |
Stock Based Compensation - Equi
Stock Based Compensation - Equity Incentive Plan - Additional Information (Detail) - USD ($) | 6 Months Ended | ||||||
Apr. 30, 2015 | Jun. 30, 2023 | Jun. 14, 2023 | Jul. 20, 2022 | Jun. 16, 2021 | May 26, 2020 | Dec. 28, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Employee contribution through payroll withholdings | $ 66,669 | ||||||
Employee Stock Purchase Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized for issuance | 2,050,000 | ||||||
Common stock, capital shares reserved for future issuance | 600,000 | 500,000 | |||||
Common stock remain eligible to be issued | 374,807 | ||||||
Lowest percentage of annual compensation to be utilized by an employee for purchase of shares under the plan | 1% | ||||||
Highest percentage of annual compensation to be utilized by an employee for purchase of shares under the plan | 10% | ||||||
Vesting period | 6 months | ||||||
Exercise price discount from fair value on offering date | 85% | ||||||
Exercise price discount from fair value on exercise date | 85% | 15% | |||||
Share-based compensation arrangement by share-based payment award, terms of award | In April 2015, the Company’s Board approved the ESPP, under which 600,000 shares of common stock have been reserved for purchase by the Company’s employees, subject to the approval by the Company’s stockholders. On May 21, 2015, the Company’s stockholders approved the ESPP. Effective on June 14, 2023, the Company’s stockholders approved the amendment and restatement of the ESPP to increase the number of shares reserved for issuance through equity-based instruments thereunder by 500,000 shares, bring to 2,050,000 the total number of shares approved for issuance under that plan. Under the ESPP, employees may designate an amount not less than 1% but not more than 10% of their annual compensation for the purchase of Company shares. An offering period shall be six months in duration commencing on or about January 1 and July 1 of each year. The exercise price of the option will be the lesser of 85% of the fair market of the common stock on the first business day of the offering period and 85% of the fair market value of the common stock on the applicable exercise date. | ||||||
2013 Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized for issuance | 9,785,967 | ||||||
Common stock, capital shares reserved for future issuance | 1,000,000 | ||||||
Common stock remain eligible to be issued | 2,283,731 | ||||||
Non-Employee Equity Compensation Plan 2014 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized for issuance | 1,650,000 | ||||||
Common stock, capital shares reserved for future issuance | 800,000 | ||||||
Common stock remain eligible to be issued | 582,725 | ||||||
2015 Performance Share Unit Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized for issuance | 5,110,104 | ||||||
Common stock, capital shares reserved for future issuance | 1,700,000 | ||||||
Common stock remain eligible to be issued | 2,125,438 | ||||||
2017 Equity Inducement Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, capital shares reserved for future issuance | 2,000,000 | ||||||
Common stock remain eligible to be issued | 968,667 | ||||||
2017 Equity Inducement Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, capital shares reserved for future issuance | 600,000 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock Option Award Activity - Additional Information (Detail) - Employee Stock Purchase Plan [Member] - USD ($) | 1 Months Ended | 6 Months Ended |
Feb. 28, 2022 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted | 0 | |
Exercise price per share of shares granted | $ 0 | |
Employee service share-based compensation, nonvested awards, compensation not yet recognized, stock options | $ 191,264 | |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 2 years 2 months 12 days | |
2013 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted | 300,000 | 0 |
2013 Equity Incentive Plan [Member] | Chief Executive Officer [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price per share of shares granted | $ 1.27 | |
Share-based compensation arrangement by share-based payment award, award vesting description | half of the options vesting on the second anniversary of the vesting start date and a quarter of the options vesting on each of the two following anniversaries |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Fair Values of Stock Options Granted (Detail) - Employee Stock Option [Member] - $ / shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock price | $ 1.27 | $ 1.27 | |
Dividend yield | 0% | ||
Expected volatility | 108% | ||
Risk-free interest rate | 1.92% | ||
Expected life | 5 years 7 months 6 days | ||
Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock price | $ 1.25 | $ 0.836 | $ 1.25 |
Dividend yield | 0% | 0% | |
Expected volatility | 59% | 61% | |
Risk-free interest rate | 4.42% | 0.19% | |
Expected life | 6 months | 6 months |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Stock Option Activity (Detail) - Employee Stock Option [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding | 300,262 | |
Shares granted | 0 | |
Number of Options, Exercised | 0 | |
Number of Options, Forfeited | (262) | |
Number of Options, Outstanding | 300,000 | 300,262 |
Number of Options, Exercisable | 262 | |
Number of Options, Vested | 0 | |
Number of Options, Exercised | 0 | |
Number of Options, Forfeited | (262) | |
Number of Options, Exercisable | 0 | 262 |
Weighted Average Exercise Price, Outstanding | $ 1.27 | |
Weighted Average Exercise Price, Granted | 0 | |
Weighted Average Exercise Price, Exercised | 0 | |
Weighted Average Exercise Price, Forfeited | 2.49 | |
Weighted Average Exercise Price, Outstanding | 1.27 | $ 1.27 |
Weighted Average Exercise Price, Exercisable | 2.49 | |
Weighted Average Exercise Price, Vested | 0 | |
Weighted Average Exercise Price, Exercised | 0 | |
Weighted Average Exercise Price, Forfeited | 2.49 | |
Weighted Average Exercise Price, Exercisable | $ 0 | $ 2.49 |
Weighted Average Remaining Life In Years, Outstanding | 8 years 4 months 24 days | 8 years 10 months 24 days |
Weighted Average Remaining Life In Years, Exercisable | 3 months 18 days | |
Intrinsic Value, Outstanding | $ 0 | $ 0 |
Intrinsic Value, Exercisable | $ 0 | $ 0 |
Stock Based Compensation - Perf
Stock Based Compensation - Performance Share Units - Additional Information (Detail) - Performance Share Units [Member] - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2024 | Dec. 31, 2023 | Jul. 20, 2022 | Jun. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | 50,000 | |||||||
Share based compensation arrangement by share based payment award equity instruments other than options vested in period | 0 | 135,575 | ||||||
Share based compensation arrangement by share based payment award unamortized value | $ 4,326 | |||||||
Share based compensation arrangement by share based payment award compensation cost not yet recognized, period for recognition | 6 months | |||||||
Mr. Johnston [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | 287,000 | 287,000 | 287,000 | |||||
Share based compensation arrangement by share based payment award equity instruments other than options vested in period | 287,000 | |||||||
Mr. Johnston [Member] | Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation arrangement by share based payment award equity instruments other than options vested in period | 187,000 | |||||||
Mr. Johnston [Member] | Maximum [Member] | Forecast | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation arrangement by share based payment award equity instruments other than options vested in period | 50,000 | 50,000 | 50,000 | 50,000 |
Stock Based Compensation - Su_3
Stock Based Compensation - Summary of Activity Related to PSUs (Details) - Performance Share Units [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options, Outstanding | 0 | |
Shares granted | 50,000 | |
Shares Forfeited | 0 | |
Shares vested | 0 | 135,575 |
Number of Options, Outstanding | 50,000 | 0 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 0 | |
Weighted Average Grant Date Fair Value, Shares Granted | 0.31 | |
Weighted Average Grant Date Fair Value, Shares Forfeited | 0 | |
Weighted Average Grant Date Fair Value, Shares Vested | 0 | |
Weighted Average Grant Date Fair Value, Ending Balance | $ 0.31 | $ 0 |
Stock Based Compensation - Rest
Stock Based Compensation - Restricted Stock Units - Additional Information (Detail) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2023 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Employee service share-based compensation, nonvested awards, compensation not yet recognized, share-based awards other than options | $ | $ 1,907,738 |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 1 year 10 months 24 days |
2013 Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years |
2013 Equity Incentive Plan [Member] | Employee [Member] | Common Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | 68,750 |
Non-Employee Equity Compensation Plan 2014 [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year |
Non-Employee Equity Compensation Plan 2014 [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years |
Non-Employee Equity Compensation Plan 2014 [Member] | Common Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | 124,452 |
2017 Equity Inducement Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years |
2017 Equity Inducement Plan [Member] | Employee [Member] | Common Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | 615,000 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding | shares | 2,165,132 |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | shares | 808,202 |
Shares Forfeited | shares | (111,319) |
Share based compensation arrangement by share based payment award equity instruments other than options vested in period | shares | (868,312) |
Number of Options, Outstanding | shares | 1,993,703 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 1.63 |
Weighted Average Grant Date Fair Value, Shares Granted | $ / shares | 0.64 |
Weighted Average Grant Date Fair Value, Shares Forfeited | $ / shares | 1.37 |
Weighted Average Grant Date Fair Value, Shares Vested | $ / shares | 1.54 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 1.29 |
Stock Based Compensation - Empl
Stock Based Compensation - Employee Stock Purchase Plan - Additional Information (Detail) - Employee Stock Purchase Plan [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value | $ 0.27 | $ 0.40 | ||
Percentage of proportionate value of call option of stock | 85% | |||
Percentage of proportionate value of put option of stock | 15% | |||
Compensation-based payments | $ 16,267 | $ 41,428 | $ 41,007 | $ 82,401 |
Stock Based Compensation - Su_4
Stock Based Compensation - Summary of Stock-based Compensation Costs Recognized (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock options | $ 21,330 | $ 21,330 | $ 42,425 | $ 31,643 |
Total | 503,893 | 663,787 | 1,025,970 | 1,460,693 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Compensation-based payments | 455,695 | 601,029 | 931,937 | 1,346,649 |
Performance Share Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Compensation-based payments | 10,601 | 10,601 | ||
Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Compensation-based payments | $ 16,267 | $ 41,428 | $ 41,007 | $ 82,401 |
Stock Based Compensation - Su_5
Stock Based Compensation - Summary of Stock-based Compensation Reflected within Statements of Operations (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total | $ 503,893 | $ 663,787 | $ 1,025,970 | $ 1,460,693 |
Research and Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Compensation-based payments | 210,060 | 295,481 | 418,791 | 648,524 |
Selling and Marketing Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Compensation-based payments | 103,456 | 54,399 | 208,359 | 234,776 |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Compensation-based payments | $ 190,377 | 226,245 | $ 398,820 | 489,731 |
Severance Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Compensation-based payments | $ 87,662 | $ 87,662 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 28, 2023 | |
Class Of Warrant Or Right [Line Items] | ||||
Class of warrant or right, number of securities called by warrants or rights | 8,250,000 | |||
Warrants exercisable term | 6 years | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.40 | |||
Fair value of warrant liability | $ 1,238,000 | $ 1,238,000 | ||
Change in fair value of warrant liability | (1,897,000) | (1,897,000) | ||
Warrants Two Thousand Twenty Three | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrant liability | 3,135,000 | 3,135,000 | ||
Fair value of warrant liability | 1,238,000 | 1,238,000 | ||
Change in fair value of warrant liability | $ (1,897,000) | $ (1,897,000) | ||
Common Stock [Member] | Warrants Two Thousand Twenty Three | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants issued | 8,250,000 | |||
Class of warrant or right, number of securities called by warrants or rights | 8,250,000 | |||
Warrants exercisable term | 6 years | |||
Warrants of exercisable beginning | Mar. 28, 2023 | |||
Each warrant of exercisable | 1 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.40 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Warrant liability | $ 1,238,000 | |
Fair Value Measurements Recurring [Member] | ||
Assets: | ||
Cash and cash equivalents | 19,959,768 | $ 26,287,293 |
Liabilities: | ||
Warrant liability | 1,238,000 | |
Level 1 [Member] | Fair Value Measurements Recurring [Member] | ||
Assets: | ||
Cash and cash equivalents | 19,959,768 | $ 26,287,293 |
Level 3 [Member] | Fair Value Measurements Recurring [Member] | ||
Liabilities: | ||
Warrant liability | $ 1,238,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Estimated Fair Value of the Warrant Liability (Detail) - Warrants Two Thousand Twenty Three - Level 3 [Member] | Jun. 30, 2023 shares | Mar. 31, 2023 shares |
Share Price [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input | 0.24 | 0.54 |
Exercise Price [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input | 0.4 | 0.4 |
Term [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input term | 5 years 8 months 12 days | 6 years |
Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input | 0.65 | 0.65 |
Risk-Free Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input | 0.041 | 0.036 |
Dividend Yield [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input | 0 | 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | ||
Fair value adjustment of warrants | $ 1,897,000 | $ 1,897,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 28, 2017 | Mar. 28, 2023 | |
Related Party Transaction [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights | 8,250,000 | |||||
Cost of revenue | $ 82,818 | $ 271,384 | $ 221,631 | $ 474,633 | ||
Dialog [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Equity method investment, ownership percentage | 1.90% | 1.90% | ||||
Dialog Semiconductor Plc [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants outstanding | 0 | 0 | ||||
Dialog Semiconductor Plc [Member] | Related Party [Member] | Strategic Alliance Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenues | $ 0 | 0 | $ 0 | 0 | ||
Dialog Semiconductor Plc [Member] | Chip Development Expense [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Cost of revenue | $ 0 | $ 0 | $ 124,055 | $ 0 | ||
Private Placements [Member] | Dialog Semiconductor Plc [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period, shares, new issues | 1,739,691 | |||||
Private Placements [Member] | Warrants Issued to Investors [Member] | Dialog Semiconductor Plc [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights | 1,417,565 |
Customer Concentrations - Addit
Customer Concentrations - Additional Information (Detail) - Customer Concentration Risk [Member] - Customer | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Revenues [Member] | Three Customer [Member] | |||||
Concentration Risk [Line Items] | |||||
Number of customers | 2 | 4 | 3 | 4 | |
Concentration percentage | 68% | 88% | 75% | 69% | |
Accounts Receivable [Member] | Four Customer [Member] | |||||
Concentration Risk [Line Items] | |||||
Number of customers | 3 | 1 | |||
Concentration percentage | 81% | 87% |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 20, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Subsequent Event [Line Items] | |||||
Severance liability and expense | $ 90,310 | $ 633,444 | $ 90,310 | $ 633,444 | |
Subsequent Event [Member] | Mr. William Mannina [Member] | Acting Chief Financial Officer [Member] | |||||
Subsequent Event [Line Items] | |||||
Severance liability and expense | $ 257,000 | ||||
Legal expenses | 25,000 | ||||
Other liabilities or equity-related expense | $ 0 |