Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Dec. 31, 2021 | Jan. 20, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | AKOUSTIS TECHNOLOGIES, INC. | |
Trading Symbol | AKTS | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --06-30 | |
Entity Common Stock, Shares Outstanding | 54,672,366 | |
Amendment Flag | false | |
Entity Central Index Key | 0001584754 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38029 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 33-1229046 | |
Entity Address, Address Line One | 9805 Northcross Center Court | |
Entity Address, Address Line Two | Suite A | |
Entity Address, City or Town | Huntersville | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 28078 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
City Area Code | 1-704 | |
Local Phone Number | 997-5735 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Assets: | ||
Cash and cash equivalents | $ 67,467 | $ 88,322 |
Accounts receivable | 2,502 | 1,170 |
Inventory | 2,286 | 1,390 |
Other current assets | 3,158 | 2,314 |
Total current assets | 75,413 | 93,196 |
Property and equipment, net | 40,248 | 30,730 |
Goodwill | 7,835 | |
Intangibles, net | 10,167 | 572 |
Operating lease right-of-use asset, net | 389 | 471 |
Other assets | 60 | 25 |
Total Assets | 134,112 | 124,994 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 6,720 | 6,954 |
Deferred revenue | 101 | 41 |
Operating lease liability - current | 291 | 270 |
Total current liabilities | 7,112 | 7,265 |
Contingent consideration | 1,082 | |
Operating lease liability | 94 | 202 |
Deferred tax liability | 2,039 | |
Other long-term liabilities | 117 | 117 |
Total long-term liabilities | 3,332 | 319 |
Total Liabilities | 10,444 | 7,584 |
Equity | ||
Preferred stock, par value $0.001: 5,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 54,659,660 and 51,235,764 shares issued and outstanding at December 31, 2021 and June 30, 2021, respectively | 55 | 51 |
Additional paid in capital | 291,969 | 265,130 |
Accumulated deficit | (175,884) | (147,771) |
Total Akoustis Technologies, Inc. equity | 116,140 | 117,410 |
Noncontrolling interest | 7,528 | |
Total Equity | 123,668 | 117,410 |
Total Liabilities and Equity | $ 134,112 | $ 124,994 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Dec. 31, 2021 | Jun. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 54,659,660 | 51,235,764 |
Common stock, outstanding | 54,659,660 | 51,235,764 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||||
Revenue with customers | $ 3,672 | $ 1,308 | $ 5,540 | $ 1,944 |
Cost of revenue | 4,549 | 2,602 | 7,451 | 4,251 |
Gross profit (loss) | (877) | (1,294) | (1,911) | (2,307) |
Operating expenses | ||||
Research and development | 9,192 | 5,566 | 17,166 | 11,946 |
General and administrative expenses | 5,146 | 3,361 | 9,022 | 6,288 |
Total operating expenses | 14,338 | 8,927 | 26,188 | 18,234 |
Loss from operations | (15,215) | (10,221) | (28,099) | (20,541) |
Other (expense) income | ||||
Interest (expense) income | 28 | (1,703) | 62 | (3,135) |
Change in fair value of derivative liabilities | 14 | (184) | ||
Total other (expense) income | 28 | (1,689) | 62 | (3,319) |
Net loss before income taxes | (15,187) | (11,910) | (28,037) | (23,860) |
Income Taxes | (58) | (58) | ||
Net Loss | (15,245) | (11,910) | (28,095) | (23,860) |
Net loss (income) attributable to noncontrolling interest | (19) | (19) | ||
Net loss attributable to common stockholders | $ (15,264) | $ (11,910) | $ (28,114) | $ (23,860) |
Net loss per common share - basic and diluted (in Dollars per share) | $ (0.29) | $ (0.3) | $ (0.54) | $ (0.61) |
Weighted average common shares outstanding - basic and diluted (in Shares) | 52,924,078 | 39,445,268 | 52,180,077 | 38,810,985 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Common Stock | Additional Paid In Capital | Accumulated Deficit | Noncontrolling Interest | Total |
Balance at Jun. 30, 2020 | $ 38 | $ 145,072 | $ (103,615) | $ 41,495 | |
Balance (in Shares) at Jun. 30, 2020 | 37,990 | ||||
Common stock issued for cash, net of issuance costs | 3,267 | 3,267 | |||
Common stock issued for cash, net of issuance costs (in Shares) | 416 | ||||
Common stock issued in payment of note interest | $ 1 | 243 | 244 | ||
Common stock issued in payment of note interest (in Shares) | 31 | ||||
Stock-based compensation | 2,027 | 2,027 | |||
Stock-based compensation (in Shares) | 127 | ||||
Common stock issued for exercise of options | 102 | 102 | |||
Common stock issued for exercise of options (in Shares) | 18 | ||||
Net loss | (11,950) | (11,950) | |||
Balance at Sep. 30, 2020 | $ 39 | 150,711 | (115,565) | 35,185 | |
Balance (in Shares) at Sep. 30, 2020 | 38,582 | ||||
Common stock issued for cash, net of issuance costs | $ 2 | 20,153 | 20,155 | ||
Common stock issued for cash, net of issuance costs (in Shares) | 2,296 | ||||
Common stock issued in payment of note interest | 244 | 244 | |||
Common stock issued in payment of note interest (in Shares) | 33 | ||||
Stock-based compensation | 2,066 | 2,066 | |||
Stock-based compensation (in Shares) | 350 | ||||
Common stock issued for exercise of warrants | 118 | 118 | |||
Common stock issued for exercise of warrants (in Shares) | 33 | ||||
Common stock issued for exercise of options | 422 | 422 | |||
Common stock issued for exercise of options (in Shares) | 73 | ||||
ESPP purchase | 204 | 204 | |||
ESPP purchase (in Shares) | 32 | ||||
Net loss | (11,910) | (11,910) | |||
Balance at Dec. 31, 2020 | $ 41 | 173,918 | (127,475) | 46,484 | |
Balance (in Shares) at Dec. 31, 2020 | 41,399 | ||||
Balance at Jun. 30, 2021 | $ 51 | 265,130 | (147,771) | 117,410 | |
Balance (in Shares) at Jun. 30, 2021 | 51,236 | ||||
Common stock issued for cash, net of issuance costs | $ 1 | 5,431 | 5,432 | ||
Common stock issued for cash, net of issuance costs (in Shares) | 556 | ||||
Stock-based compensation | 2,348 | 2,348 | |||
Stock-based compensation (in Shares) | 237 | ||||
Common stock issued for exercise of warrants | 24 | 24 | |||
Common stock issued for exercise of warrants (in Shares) | 4 | ||||
Common stock issued for exercise of options | 33 | 33 | |||
Common stock issued for exercise of options (in Shares) | 5 | ||||
Net loss | (12,849) | (12,849) | |||
Balance at Sep. 30, 2021 | $ 52 | 272,966 | (160,620) | 112,398 | |
Balance (in Shares) at Sep. 30, 2021 | 52,038 | ||||
Common stock issued for cash, net of issuance costs | $ 2 | 13,355 | 13,357 | ||
Common stock issued for cash, net of issuance costs (in Shares) | 1,931 | ||||
Stock-based compensation | 2,900 | 2,900 | |||
Stock-based compensation (in Shares) | 356 | ||||
Common stock issued for exercise of warrants | 33 | 33 | |||
Common stock issued for exercise of warrants (in Shares) | 4 | ||||
Common stock issued for exercise of options | 107 | 107 | |||
Common stock issued for exercise of options (in Shares) | 15 | ||||
ESPP purchase | $ 1 | 311 | 312 | ||
ESPP purchase (in Shares) | 53 | ||||
Common stock issued in acquisition | 2,297 | 2,297 | |||
Common stock issued in acquisition (in Shares) | 263 | ||||
Noncontrolling interest acquired | 7,510 | 7,510 | |||
Net loss | (15,264) | 18 | (15,246) | ||
Balance at Dec. 31, 2021 | $ 55 | $ 291,969 | $ (175,884) | $ 7,528 | $ 123,668 |
Balance (in Shares) at Dec. 31, 2021 | 54,660 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (28,095) | $ (23,860) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,174 | 2,080 |
Stock-based compensation | 5,248 | 4,093 |
Amortization of debt discount | 2,346 | |
Amortization of operating lease right of use asset | 130 | 110 |
Non cash interest payments | 488 | |
Change in fair value of derivative liabilities | 184 | |
Gain on disposal of fixed assets | (194) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (349) | (395) |
Inventory | (698) | (515) |
Other current assets | (832) | (443) |
Accounts payable and accrued expenses | (1,611) | (204) |
Lease liabilities | (135) | (111) |
Deferred revenue | (176) | 57 |
Net Cash Used in Operating Activities | (23,538) | (16,170) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for machinery and equipment | (12,823) | (4,438) |
Acquisition of business, net of cash acquired | (4,079) | |
Cash received from sale of fixed assets | 287 | |
Cash paid for intangibles | (53) | |
Net Cash Used in Investing Activities | (16,615) | (4,491) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 18,789 | 23,192 |
Proceeds from exercise of employee stock options | 140 | 524 |
Proceeds from exercise of warrants | 57 | 118 |
Proceeds from employee stock purchase plan | 312 | 204 |
Net Cash Provided by Financing Activities | 19,298 | 24,038 |
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | (20,855) | 3,377 |
Cash, Cash Equivalents and Restricted Cash - Beginning of Period | 88,322 | 44,408 |
Cash, Cash Equivalents and Restricted Cash - End of Period | 67,467 | 47,785 |
SUPPLEMENTARY CASH FLOW INFORMATION: | ||
Interest | 325 | |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued in payment of interest | 488 | |
Fixed assets included in accounts payable and accrued expenses | (223) | 572 |
Acquisition of Business | ||
Tangible assets, excluding cash and cash equivalents | 1,346 | |
Intangibles | 9,711 | |
Goodwill | 7,835 | |
Deferred tax liability | (2,039) | |
Contingent consideration | (1,082) | |
Liabilities assumed | (1,885) | |
Issuance of common stock for acquisition | (2,297) | |
Noncontrolling interest | $ (7,510) |
Organization
Organization | 6 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1. Organization Akoustis Technologies, Inc. (the “Company”) was incorporated on April 10, 2013, and effective December 15, 2016, the Company changed its state of incorporation to the State of Delaware. Through its wholly-owned subsidiary, Akoustis, Inc. (a Delaware corporation), the Company, headquartered in Huntersville, North Carolina, is focused on developing, designing, and manufacturing innovative radio frequency (“RF”) filter products for the wireless industry, including for products such as smartphones and tablets, cellular infrastructure equipment, Wi-Fi Customer Premise Equipment (“CPE”), and military and defense communication applications. Located between the device’s antenna and its digital backend, the RF front-end (“RFFE”) is the circuitry that performs the analog signal processing and contains components such as amplifiers, filters and switches. To construct the resonator devices that are the building blocks for its RF filters, the Company has developed a family of novel, high purity acoustic piezoelectric materials as well as a unique microelectromechanical system (“MEMS”) wafer process, collectively referred to as XBAW TM TM |
Liquidity
Liquidity | 6 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | Note 2. Liquidity As of December 31, 2021, the Company had cash and cash equivalents of $67.5 million and working capital of $68.3 million. The Company has historically incurred recurring operating losses and experienced net cash used in operating activities. The Company expects cash and cash equivalents to be sufficient to fund its operations beyond the next twelve months from the date of filing of this Form 10-Q. These funds will be used to fund the Company’s operations, including capital expenditures, R&D, commercialization of our technology, development of our patent strategy and expansion of our patent portfolio, as well as to provide working capital and funds for other general corporate purposes. Except for the approximately $7.0 million of common stock remaining available to be sold pursuant to its ATM Equity Offering SM |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, all adjustments (consisting of normal accruals) considered necessary for a fair presentation have been included. The Company has evaluated subsequent events through the filing of this Form 10-Q. Operating results for the quarter ended December 31, 2021 are not necessarily indicative of the results that may be expected for the year ending June 30, 2022 or any future interim period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Form 10-K filed with the SEC on August 30, 2021 (the “2021 Annual Report”). Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Akoustis, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation. For RFMi, a consolidated entity in which we have 51% of ownership, the Company records net loss (income) attributable to noncontrolling interest on the condensed consolidated statements of operations equal to the percentage of the ownership interest retained in such entity by the respective noncontrolling parties. Significant Accounting Policies and Estimates The Company’s significant accounting policies are disclosed in Note. 3-Summary of Significant Accounting Policies in the 2021 Annual Report. Since the date of the 2021 Annual Report, there have been no material changes to the Company’s significant accounting policies. The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and the accompanying notes thereto. The policies, estimates and assumptions include valuing equity securities, deferred taxes and related valuation allowances, contingent consideration, goodwill, intangible assets, initial fair value of the non-controlling interest, revenue recognition, and the fair values of long-lived assets. Actual results could differ from the estimates. Business Combinations Allowance for Doubtful Accounts The Company provides an allowance for doubtful accounts equal to the estimated losses to be incurred in the collection of accounts receivable. Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements. |
Revenue Recognition from Contra
Revenue Recognition from Contracts with Customers | 6 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition from Contracts with Customers | Note 4. Revenue Recognition from Contracts with Customers Disaggregation of Revenue The Company’s primary revenue streams include foundry fabrication services and product sales. Foundry Fabrication Services Foundry fabrication services revenue includes Non-Recurring Engineering (“NRE”) and microelectromechanical systems (“MEMS”) foundry services. Under these contracts, products are delivered to the customer at the completion of the service which represents satisfaction of the performance obligation as well as transfer of title. Depending on language with regards to enforceable right to payment for performance completed to date, related revenue will either be recognized over time or at a point in time. Product Sales Product sales revenue consists of sales of RF filters and amps which are sold with contract terms stating that title passes, and the customer takes control at the time of shipment. Revenue is then recognized when the devices are shipped, and the performance obligation has been satisfied. If devices are sold under contract terms that specify that the customer does not take ownership until the goods are received, revenue is recognized when the customer receives the goods. The following table summarizes the revenues of the Company’s reportable segments for the three months ended December 31, 2021 (in thousands): Foundry Product Total NRE $ 383 $ — $ 383 Filters/Amps — 3,289 3,289 Total $ 383 $ 3,289 $ 3,672 The following table summarizes the revenues of the Company’s reportable segments for the six months ended December 31, 2021 (in thousands): Foundry Product Total NRE $ 796 $ — $ 796 Filters/Amps — 4,744 4,744 Total $ 796 $ 4,744 $ 5,540 The following table summarizes the revenues of the Company’s reportable segments for the three months ended December 31, 2020 (in thousands): Foundry Product Total NRE - RF Filters $ 670 $ — $ 670 Filters/Amps — 638 638 Total $ 670 $ 638 $ 1,308 The following table summarizes the revenues of the Company’s reportable segments for the six months ended December 31, 2020 (in thousands): Foundry Product Total NRE - RF Filters $ 727 $ — $ 727 Filters/Amps — 1,217 1,217 Total $ 727 $ 1,217 $ 1,944 Performance Obligations The Company has determined that contracts for product sales revenue and foundry fabrication services revenue involve one performance obligation, which is delivery of the final product. Contract Balances The following table summarizes the changes in the opening and closing balances of the Company’s contract asset and liability for the first six months of fiscal years 2022 and 2021 (in thousands): Contract Contract Balance, June 30, 2021 $ 411 $ 41 Closing, December 31, 2021 823 101 Increase/(Decrease) $ 412 $ 60 Balance, June 30, 2020 $ 125 $ — Closing, December 31, 2020 383 57 Increase/(Decrease) $ 258 $ 57 The Company records a receivable when the title for goods has transferred. Generally, all sales are contract sales (with either an underlying contract or purchase order), resulting in all receivables being contract receivables. When invoicing occurs prior to revenue recognition a contract liability is recorded (as deferred revenue on the Condensed Consolidated Balance Sheets). The amount of revenue recognized in the six months ended December 31, 2021 that was included in the opening contract liability balance was $41 thousand which related to non-recurring engineering services. Contract assets are recorded when revenue recognized exceeds the amount invoiced. The difference between the opening and closing balances of the Company’s contract assets and contract liabilities primarily results from the timing difference between the Company’s performance and the customer’s payment. The amount of contract assets invoiced in the six months ended December 31, 2021 that was included in the opening contract asset balance was $293 thousand, which primarily related to non-recurring engineering services. Backlog of Remaining Customer Performance Obligations Revenue expected to be recognized and recorded as sales during this fiscal year from the backlog of performance obligations that are unsatisfied (or partially unsatisfied) was $5.4 million at December 31, 2021. |
Inventory
Inventory | 6 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5: Inventory Inventory is stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) valuation method. Inventory consisted of the following as of December 31, 2021 and June 30, 2021 (in thousands): December 31, June 30, Raw Materials $ 858 $ 124 Work in Process 718 1,188 Finished Goods 710 78 Total Inventory $ 2,286 $ 1,390 |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 6. Property and Equipment, net Property and equipment, net consisted of the following as of December 31, 2021 and June 30, 2021 (in thousands): Estimated December 31, June 30, Land n/a $ 1,000 $ 1,000 Building 11 years 3,000 3,000 Equipment 2-10 years 45,033 35,120 Leasehold Improvements * 3,598 1,946 Software 3 years 617 580 Furniture & Fixtures 5 years 80 73 Computer Equipment 3 years 642 310 Total 53,970 42,029 Less: Accumulated Depreciation (13,722 ) (11,299 ) Total $ 40,248 $ 30,730 (*) Leasehold improvements are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter. The Company recorded depreciation expense of $1.6 million and $1.1 million for the three months ended December 31, 2021 and 2020, respectively. The Company recorded depreciation expense of $3.1 million and $2.1 million for the six months ended December 31, 2021 and 2020, respectively. As of December 31, 2021, equipment with a net book value totaling $11.7 million had not been placed in service and therefore was not depreciated during the period. As of June 30, 2021, fixed assets with a net book value totaling $4.9 million had not been placed in service and therefore was not depreciated during the period. |
Business Acquisition
Business Acquisition | 6 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Acquisition | Note 7. Business Acquisition On October 15, 2021, the Company acquired a majority ownership position in RFM Integrated Device, Inc. (“RFMi”), a fabless supplier of acoustic wave RF resonators and filters, to expand product offerings and provide access to new markets. The Company acquired a 51% ownership interest in RFMi from Tai-Saw Technology Co., Ltd. (“TST”) in exchange for $6.0 million in cash and approximately $2.5 million payable in common stock of the Company. The Company has the option to acquire the remaining 49% ownership interest in RFMi from TST on or before June 30, 2022, for an additional $3.5 million in cash and approximately $4.0 million in unregistered shares of common stock of the Company. Additionally, earn-out payments payable in cash and/or shares of common stock of the Company may be payable to TST based on the achievement of sales targets for RFMi products in each of calendar year 2022 and 2023, with potential payouts in the range of $0 to $3.0 million. The estimated fair value of the associated liability was based on the present value of the expected future payouts resulting from the projected RFMi product sales, applying a volatility rate of 30% against those future projected revenues and, using a discount rate of 9.9% and 10.2% for the first and second earnouts, respectively, and thus represented a Level 3 fair value measurement. The contingent consideration is re-measured to fair value at each reporting date until the contingency is resolved, and those changes in fair value are recognized in earnings. There have been no material changes in the fair value of the contingent consideration at December 31, 2021 since the acquisition date. The purchase price was preliminarily allocated based on the estimated fair values of the assets acquired and liabilities assumed as follows (in thousands): Consideration: Cash paid $ 6,000 Common stock 2,297 Fair value of contingent consideration 1,082 Total consideration $ 9,379 Cash $ 1,921 Other tangible assets 1,346 Intangible assets 9,711 Goodwill 7,835 Liabilities assumed (1,885 ) Deferred tax liability $ (2,039 ) Total assets acquired $ 16,889 Noncontrolling interest (7,510 ) Net assets acquired $ 9,379 The Company will continue to evaluate the fair market value and other estimates of certain assets, liabilities and tax estimates over the measurement period (up to one year from the acquisition date) as provided for in ASC 805-10. The provisional values of the intangible assets acquired included trademarks of $1.6 million, developed technology of $1.2 million and customer relationships of $6.9 million. The fair value of the trademarks acquired was determined based on an income approach using the “relief-from-royalty” method which estimated the value of the intangible asset by discounting the future cash flows of the asset to present value. Key inputs include a royalty rate of 3% and a discount rate of 19.5% as of the valuation date. The acquired trademarks assets are being amortized on a straight-line basis over their estimated useful lives of five years. The fair value of the developed technology acquired was determined based on an income approach using the “relief-from-royalty” method which estimated the value of the intangible asset by discounting the future cash flows of the asset to present value. Key inputs include a royalty rate of 4% and a discount rate of 19.5% as of the valuation date. The acquired developed technology assets are being amortized on a straight-line basis over their estimated useful lives of seven years. The fair value of the customer relationships acquired was determined based on an income approach using the “multi-period excess earnings” method in which the value of the intangible asset is determined by discounting the future cash flows of the asset to present value. Key inputs include a discount rate of 19.5%, an attrition rate of 5% and an operating expense adjustment factor of 5% as of the valuation date. These customer relationships are being amortized on a straight-line basis over their estimated useful life of seven years. The fair value of the noncontrolling interest was determined by applying a lack of control discount of 16.7% to the implied fair value based on the total consideration paid for the 51% ownership. The goodwill resulting from the acquisition of RFMi, which has been recorded in the RF Product segment, is attributed to synergies and other benefits that are expected to be generated from this transaction and is not deductible for income tax purposes. During the three and six months ended December 31, 2021, the Company recorded acquisition costs associated with the acquisition of RFMi totaling $0.1 million in “General and administrative expenses” in the Condensed Consolidated Statements of Operations. Pro Forma Results The following unaudited pro forma financial information summarizes the revenues for the three and six months ended December 31, 2021 and 2020, as if the acquisition had been completed as of July 1, 2020 (in thousands). The unaudited pro forma information does not purport to be indicative of the results that would have been obtained if the acquisitions had actually occurred at the beginning of the year prior to acquisition, nor of the results that may be reported in the future. Pro-forma earnings were not materially different from reported results for the periods presented and thus have not been included. Three Months Ended Six Months Ended 2021 2020 2021 2020 Unaudited Unaudited Unaudited Unaudited Revenues $ 3,735 $ 2,175 $ 7,417 $ 3,541 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 8: Goodwill and Intangible Assets Intangible assets consisted of the following as of December 31, 2021 (in thousands): Gross Accumulated Net Weighted Goodwill $ 7,835 $ — $ 7,835 indefinite Trademarks $ 1,569 $ (16 ) $ 1,553 5 Developed Technology $ 1,847 $ (88 ) $ 1,759 10 Customer Relationships $ 6,927 $ (72 ) $ 6,855 7 Total $ 18,178 $ (176 ) $ 18,002 Intangible assets consisted of the following as of June 30, 2021 (in thousands): Gross Accumulated Net Weighted Developed Technology $ 634 $ (62 ) $ 572 15 Amortization expense totaled $108 thousand for the three months ended December 31, 2021 and $115 thousand for the six months ended December 31, 2021. Estimated future amortization expense of intangible assets for each of the next five fiscal years and thereafter are as follows (in thousands): 2022 $ 966 2023 $ 1,519 2024 $ 1,519 2025 $ 1,519 2026 $ 1,519 Thereafter $ 3,125 Total $ 10,167 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 9. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following at December 31, 2021 and June 30, 2021 (in thousands): December 31, June 30, Accounts payable $ 1,818 $ 1,188 Accrued salaries and benefits 2,639 4,415 Accrued professional fees 226 49 Accrued utilities 131 127 Accrued goods received not invoiced 1,404 761 Other accrued expenses 502 414 Totals $ 6,720 $ 6,954 |
Concentrations
Concentrations | 6 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 10. Concentrations Vendors Vendor concentration as a percentage of purchases for the three months ended December 31, 2021 and 2020 are as follows: Three Months Three Months Vendor 1 - 13 % Vendor 2 17 % - Customers Customer concentration as a percentage of revenue for the three months ended December 31, 2021 and 2020 are as follows: Three Months Three Months Customer 1 - 18 % Customer 2 22 % 29 % Customer 3 - 32 % Customer 4 - 15 % Customer concentration as a percentage of revenue for the six months ended December 31, 2021 and 2020 are as follows: Six Months Six Months Customer 1 - 22 % Customer 2 - 10 % Customer 3 27 % 44 % Customer 4 - 12 % |
Equity
Equity | 6 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Equity | Note 11. Equity Equity Offering Program The Company has in place an ATM Equity Offering SM The following table summarizes sales through the Equity Offering Program during the six months ended December 31, 2021: Three months ended Avg price Number of Gross Offering Net September 30, 2021 $ 9.99 555,455 $ 5.5 $ 0.1 $ 5.4 December 31, 2021 $ 7.04 1,931,022 $ 13.6 $ 0.2 $ 13.4 Total $ 7.70 2,486,477 $ 19.1 $ 0.3 $ 18.8 Equity Incentive Plans During the six months ended December 31, 2021, the Company granted employees options to purchase an aggregate of approximately 0.6 million shares of common stock. The fair values of the Company’s options were estimated at the dates of grant using a Black-Scholes option pricing model with the following assumptions: Six Months Exercise price $ 6.76 –10.15 Expected term (years) 4.75 – 5.00 Volatility 66-67 % Risk-free interest rate 0.76%–1.14 % Dividend yield 0 % Weighted Average Grant Date Fair Value of Options granted during the period $ 5.23 During the six months ended December 31, 2021 the Company awarded certain employees and directors grants of an aggregate of approximately 0.9 million restricted stock units (“RSUs”) with a weighted average grant date fair value of $9.23. The RSUs will be expensed over the requisite service period. The terms of the RSUs include vesting provisions based solely on continued service. If the service criteria are satisfied, the RSUs will generally vest over 4 – 5 years. Compensation expense related to our stock-based awards described above was as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Research and Development $ 1,716 $ 928 $ 2,948 $ 1,942 General and Administrative 1,184 1,138 2,300 2,151 Total $ 2,900 $ 2,066 $ 5,248 $ 4,093 Unrecognized stock-based compensation expense and weighted-average years to be recognized are as follows (in thousands): As of December 31, 2021 Unrecognized Weighted- Options $ 4,082 2.53 Restricted stock units $ 12,271 2.37 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 12. Commitments and Contingencies Leases The Company leases office space and office equipment in Huntersville, NC as well as equipment in Canandaigua, NY. Our leases have remaining lease terms of up to five years, some of which include options to extend the leases for up to twenty-four months. Following adoption of ASC 842, lease expense excludes capital area maintenance and property taxes. The components of lease expense were as follows: Three Three Six Months Ended Six Months Ended Operating Lease Expense $ 82 $ 75 $ 157 $ 150 Supplemental balance sheet information related to leases was as follows (in thousands): Classification on the December 31, June 30, Assets Operating lease assets Other non-current assets $ 389 $ 471 Liabilities Other current liabilities Current liabilities 291 270 Operating lease liabilities Other non-current liabilities 94 202 Weighted Average Remaining Lease Term: Operating leases 1.25 1.76 Weighted Average Discount Rate: Operating leases 11.9 % 12.5 % The following table outlines the minimum future lease payments for the next five years and thereafter, (in thousands): For the year ending June 30, 2022 $ 176 2023 231 2024 7 2025 — Thereafter — Total lease payments (undiscounted cash flows) 414 Less imputed interest (29 ) Total $ 385 Ontario County Industrial Development Authority Agreement On February 27, 2018, the Company entered into a Lease and Project Agreement (the “Lease and Project Agreement”) and a Company Lease Agreement (the “Company Lease Agreement” and together with the Lease and Project Agreement, the “Agreements”), each dated as of February 1, 2018, with the Ontario County Industrial Development Agency, a public benefit corporation of the State of New York (the “OCIDA”). Pursuant to the Agreements, the Company leases for $1.00 annually to the OCIDA an approximately 9.995 acre parcel of land in Canandaigua, New York, together with the improvements thereon (including the Company’s New York fabrication facility), and transfer title to certain related equipment and personal property to the OCIDA (collectively, the “Facility”). The OCIDA leases the Facility back to the Company for annual rent payments specified in the Lease and Project Agreement for the Company’s primary use as research and development, manufacturing, warehouse and professional office space in its business, and to be subleased, in part, by the Company to various existing tenants. The Company estimates substantial tax savings during the term of the Agreements, which expire on December 31, 2028. In addition, subject to the terms of the Lease and Project Agreement, certain purchases and leases of eligible items will be exempt from the imposition of sales and use taxes. Subject to the terms of the Lease and Project Agreement, the OCIDA has also granted to the Company an exemption from certain mortgage recording taxes for one or more mortgages securing an aggregate principal amount not to exceed $12.0 million, or such greater amount as approved by the OCIDA in its sole and absolute discretion. The benefits provided to the Company pursuant to the terms of the Lease and Project Agreement are subject to claw back over the life of the Agreements upon certain recapture events, including certain events of default. Litigation, Claims and Assessments On October 4, 2021, the Company and its subsidiary, Akoustis, Inc., were named as defendants in a complaint filed by Qorvo, Inc. in the United States District Court for the District of Delaware alleging, among other things, patent infringement, false advertising, false patent marking, and unfair competition. The complaint alleges that the defendants misappropriated proprietary information, made misleading statements about the characteristics of certain of its products, and sold products infringing on the certain of the plaintiff’s patents. The plaintiff seeks an injunction enjoining the defendants from the alleged infringement and damages, including punitive and statutory enhanced damages, in an unspecified amount. The Company believes this lawsuit is without merit and intends to defend against it vigorously. However, it can provide no assurance as to the outcome of such dispute, and such action may result in judgments against the Company for an injunction, significant damages or other relief, such as future royalty payments to Qorvo, Inc. Even if ultimately settled or resolved in the Company’s favor, this action may result in significant expenses, diversion of management and technical personnel attention and disruptions and delays in the Company’s business, all of which could have a material adverse effect on its business, financial condition and results of operations. |
Segment Information
Segment Information | 6 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Note 13. Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision–making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company operates in two segments, Foundry Fabrication Services, which consists of engineering review services and STC-MEMS foundry services, and RF Product, which consists of amplifier and filter product sales, and grant revenue. The Company records all general and administrative costs in the RF Product segment. The Company evaluates performance of its operating segments based on revenue and operating profit (loss). Segment information for the three and six months ended December 31, 2021 and 2020 are as follows (in thousands): Foundry/ RF Product Total Three months ended December 31, 2021 Revenue with customers $ 384 $ 3,288 $ 3,672 Cost of revenue 377 4,172 4,549 Gross margin 7 (884 ) (877 ) Research and development — 9,192 9,192 General and administrative — 5,146 5,146 Income (Loss) from Operations $ 7 (15,222 ) (15,215 ) Three months ended December 31, 2020 Revenue with customers $ 670 $ 638 $ 1,308 Cost of revenue 350 2,252 2,602 Gross margin 320 (1,614 ) (1,294 ) Research and development — 5,566 5,566 General and administrative — 3,361 3,361 Income (Loss) from Operations $ 320 (10,567 ) (10,221 ) Six months ended December 31, 2021 Revenue with customers $ 796 $ 4,744 $ 5,540 Cost of revenue 947 6,504 7,451 Gross margin (151 ) (1,760 ) (1,911 ) Research and development — 17,166 17,166 General and administrative — 9,022 9,022 Income (Loss) from Operations $ (151 ) (27,948 ) (28,099 ) Six months ended December 31, 2020 Revenue with customers $ 727 $ 1,217 $ 1,944 Cost of revenue 403 3,848 4,251 Gross margin 324 (2,631 ) (2,307 ) Research and development — 11,946 11,946 General and administrative — 6,288 6,288 Income (Loss) from Operations $ 324 (20,865 ) (20,541 ) As of December 31, 2021 Accounts receivable $ 365 $ 2,137 $ 2,502 As of June 30, 2021 Accounts receivable $ 242 $ 928 $ 1,170 |
Loss Per Share
Loss Per Share | 6 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 14. Loss Per Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the three and six months ended December 31, 2021 and December 31, 2020 presented in these condensed consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The Company had the following common stock equivalents at December 31, 2021 and 2020: December 31, December 31, Convertible Notes — 4,960,800 Options 2,981,627 2,589,719 Warrants 158,759 359,570 Total 3,140,386 7,910,089 |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15. Income Taxes On October 15, 2021, the Company acquired a majority ownership position in RFMi, a fabless supplier of acoustic wave RF resonators and filters. The Company acquired a 51% ownership interest in RFMi from Tai-Saw Technology Co., Ltd. (“TST”) in exchange for $6.0 million in cash and approximately $2.5 million payable of common stock of the Company. The Company’s preliminary allocation of purchase price for this acquisition is included in Note 7 – Business Acquisition, and includes an approximately $2.0 million deferred tax liability related to the acquired identifiable intangible assets. AKTS and RFMi will not file a consolidated tax return. Therefore, the valuation allowance remains in place on the net AKTS deferred tax assets. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 16. Fair Value Measurement Fair value is defined as the price that would be received upon selling an asset or the price paid to transfer a liability on the measurement date. It focuses on the exit price in the principal or most advantageous market for the asset or liability in an orderly transaction between willing market participants. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair values are as follows: Level 1: Observable prices in active markets for identical assets and liabilities. Level 2: Observable inputs other than quoted prices in active markets for identical assets and liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. The following table sets forth a summary of the changes in the fair value of Level 3 contingent consideration that are measured at fair value on a recurring basis: Contingent consideration December 31, December 31, Beginning balance $ — $ — Initial fair value of contingent consideration 1,082 — Change in fair value of contingent consideration — — Ending balance $ 1,082 $ — The fair value of contingent consideration liabilities that was classified as Level 3 in the table above was estimated using a Monte Carlo simulation in an option pricing framework with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC 820. The significant inputs in the Level 3 measurement not supported by market activity include the probability assessments of expected future sales revenue of RFMi products in each of calendar year 2022 and 2023 and the volatility of those revenues, appropriately discounted considering the uncertainties associated with the obligation, and as calculated in accordance with the terms of the acquisition agreements. The development and determination of the unobservable inputs for Level 3 fair value measurements and the fair value calculations are the responsibility of the Company’s chief financial officer and are approved by the chief executive officer. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note. 17. Subsequent Events The Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, all adjustments (consisting of normal accruals) considered necessary for a fair presentation have been included. The Company has evaluated subsequent events through the filing of this Form 10-Q. Operating results for the quarter ended December 31, 2021 are not necessarily indicative of the results that may be expected for the year ending June 30, 2022 or any future interim period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Form 10-K filed with the SEC on August 30, 2021 (the “2021 Annual Report”). |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Akoustis, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation. For RFMi, a consolidated entity in which we have 51% of ownership, the Company records net loss (income) attributable to noncontrolling interest on the condensed consolidated statements of operations equal to the percentage of the ownership interest retained in such entity by the respective noncontrolling parties. |
Significant Accounting Policies and Estimates | Significant Accounting Policies and Estimates The Company’s significant accounting policies are disclosed in Note. 3-Summary of Significant Accounting Policies in the 2021 Annual Report. Since the date of the 2021 Annual Report, there have been no material changes to the Company’s significant accounting policies. The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and the accompanying notes thereto. The policies, estimates and assumptions include valuing equity securities, deferred taxes and related valuation allowances, contingent consideration, goodwill, intangible assets, initial fair value of the non-controlling interest, revenue recognition, and the fair values of long-lived assets. Actual results could differ from the estimates. Business Combinations |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company provides an allowance for doubtful accounts equal to the estimated losses to be incurred in the collection of accounts receivable. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements. |
Revenue Recognition from Cont_2
Revenue Recognition from Contracts with Customers (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenues of reportable segments | Foundry Product Total NRE $ 383 $ — $ 383 Filters/Amps — 3,289 3,289 Total $ 383 $ 3,289 $ 3,672 Foundry Product Total NRE $ 796 $ — $ 796 Filters/Amps — 4,744 4,744 Total $ 796 $ 4,744 $ 5,540 Foundry Product Total NRE - RF Filters $ 670 $ — $ 670 Filters/Amps — 638 638 Total $ 670 $ 638 $ 1,308 Foundry Product Total NRE - RF Filters $ 727 $ — $ 727 Filters/Amps — 1,217 1,217 Total $ 727 $ 1,217 $ 1,944 |
Schedule of changes in contract asset and liability | Contract Contract Balance, June 30, 2021 $ 411 $ 41 Closing, December 31, 2021 823 101 Increase/(Decrease) $ 412 $ 60 Balance, June 30, 2020 $ 125 $ — Closing, December 31, 2020 383 57 Increase/(Decrease) $ 258 $ 57 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory, net of reserves | December 31, June 30, Raw Materials $ 858 $ 124 Work in Process 718 1,188 Finished Goods 710 78 Total Inventory $ 2,286 $ 1,390 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Estimated December 31, June 30, Land n/a $ 1,000 $ 1,000 Building 11 years 3,000 3,000 Equipment 2-10 years 45,033 35,120 Leasehold Improvements * 3,598 1,946 Software 3 years 617 580 Furniture & Fixtures 5 years 80 73 Computer Equipment 3 years 642 310 Total 53,970 42,029 Less: Accumulated Depreciation (13,722 ) (11,299 ) Total $ 40,248 $ 30,730 |
Business Acquisition (Tables)
Business Acquisition (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of fair values of the assets | Consideration: Cash paid $ 6,000 Common stock 2,297 Fair value of contingent consideration 1,082 Total consideration $ 9,379 Cash $ 1,921 Other tangible assets 1,346 Intangible assets 9,711 Goodwill 7,835 Liabilities assumed (1,885 ) Deferred tax liability $ (2,039 ) Total assets acquired $ 16,889 Noncontrolling interest (7,510 ) Net assets acquired $ 9,379 |
Schedule of pro forma information | Three Months Ended Six Months Ended 2021 2020 2021 2020 Unaudited Unaudited Unaudited Unaudited Revenues $ 3,735 $ 2,175 $ 7,417 $ 3,541 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Gross Accumulated Net Weighted Goodwill $ 7,835 $ — $ 7,835 indefinite Trademarks $ 1,569 $ (16 ) $ 1,553 5 Developed Technology $ 1,847 $ (88 ) $ 1,759 10 Customer Relationships $ 6,927 $ (72 ) $ 6,855 7 Total $ 18,178 $ (176 ) $ 18,002 Gross Accumulated Net Weighted Developed Technology $ 634 $ (62 ) $ 572 15 |
Schedule of future amortization expense of intangible assets | 2022 $ 966 2023 $ 1,519 2024 $ 1,519 2025 $ 1,519 2026 $ 1,519 Thereafter $ 3,125 Total $ 10,167 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | December 31, June 30, Accounts payable $ 1,818 $ 1,188 Accrued salaries and benefits 2,639 4,415 Accrued professional fees 226 49 Accrued utilities 131 127 Accrued goods received not invoiced 1,404 761 Other accrued expenses 502 414 Totals $ 6,720 $ 6,954 |
Concentrations (Tables)
Concentrations (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedule of vendor concentration as a percentage of purchases | Three Months Three Months Vendor 1 - 13 % Vendor 2 17 % - |
Schedule of customer concentration as a percentage of revenue | Three Months Three Months Customer 1 - 18 % Customer 2 22 % 29 % Customer 3 - 32 % Customer 4 - 15 % Six Months Six Months Customer 1 - 22 % Customer 2 - 10 % Customer 3 27 % 44 % Customer 4 - 12 % |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of sales through equity offering program | Three months ended Avg price Number of Gross Offering Net September 30, 2021 $ 9.99 555,455 $ 5.5 $ 0.1 $ 5.4 December 31, 2021 $ 7.04 1,931,022 $ 13.6 $ 0.2 $ 13.4 Total $ 7.70 2,486,477 $ 19.1 $ 0.3 $ 18.8 |
Schedule of black-scholes option pricing model with weighted average assumptions | Six Months Exercise price $ 6.76 –10.15 Expected term (years) 4.75 – 5.00 Volatility 66-67 % Risk-free interest rate 0.76%–1.14 % Dividend yield 0 % Weighted Average Grant Date Fair Value of Options granted during the period $ 5.23 |
Schedule of stock-based compensation expense | Three Months Ended Six Months Ended 2021 2020 2021 2020 Research and Development $ 1,716 $ 928 $ 2,948 $ 1,942 General and Administrative 1,184 1,138 2,300 2,151 Total $ 2,900 $ 2,066 $ 5,248 $ 4,093 |
Schedule of unrecognized stock-based compensation expense and weighted-average years | As of December 31, 2021 Unrecognized Weighted- Options $ 4,082 2.53 Restricted stock units $ 12,271 2.37 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of operating lease expense | Three Three Six Months Ended Six Months Ended Operating Lease Expense $ 82 $ 75 $ 157 $ 150 |
Schedule of balance sheet information related to leases | Classification on the December 31, June 30, Assets Operating lease assets Other non-current assets $ 389 $ 471 Liabilities Other current liabilities Current liabilities 291 270 Operating lease liabilities Other non-current liabilities 94 202 Weighted Average Remaining Lease Term: Operating leases 1.25 1.76 Weighted Average Discount Rate: Operating leases 11.9 % 12.5 % |
Schedule of minimum future lease payments | For the year ending June 30, 2022 $ 176 2023 231 2024 7 2025 — Thereafter — Total lease payments (undiscounted cash flows) 414 Less imputed interest (29 ) Total $ 385 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule operating segments based on revenue and operating profit (loss) | Foundry/ RF Product Total Three months ended December 31, 2021 Revenue with customers $ 384 $ 3,288 $ 3,672 Cost of revenue 377 4,172 4,549 Gross margin 7 (884 ) (877 ) Research and development — 9,192 9,192 General and administrative — 5,146 5,146 Income (Loss) from Operations $ 7 (15,222 ) (15,215 ) Three months ended December 31, 2020 Revenue with customers $ 670 $ 638 $ 1,308 Cost of revenue 350 2,252 2,602 Gross margin 320 (1,614 ) (1,294 ) Research and development — 5,566 5,566 General and administrative — 3,361 3,361 Income (Loss) from Operations $ 320 (10,567 ) (10,221 ) Six months ended December 31, 2021 Revenue with customers $ 796 $ 4,744 $ 5,540 Cost of revenue 947 6,504 7,451 Gross margin (151 ) (1,760 ) (1,911 ) Research and development — 17,166 17,166 General and administrative — 9,022 9,022 Income (Loss) from Operations $ (151 ) (27,948 ) (28,099 ) Six months ended December 31, 2020 Revenue with customers $ 727 $ 1,217 $ 1,944 Cost of revenue 403 3,848 4,251 Gross margin 324 (2,631 ) (2,307 ) Research and development — 11,946 11,946 General and administrative — 6,288 6,288 Income (Loss) from Operations $ 324 (20,865 ) (20,541 ) As of December 31, 2021 Accounts receivable $ 365 $ 2,137 $ 2,502 As of June 30, 2021 Accounts receivable $ 242 $ 928 $ 1,170 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of common stock equivalents | December 31, December 31, Convertible Notes — 4,960,800 Options 2,981,627 2,589,719 Warrants 158,759 359,570 Total 3,140,386 7,910,089 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of level 3 contingent consideration | Contingent consideration December 31, December 31, Beginning balance $ — $ — Initial fair value of contingent consideration 1,082 — Change in fair value of contingent consideration — — Ending balance $ 1,082 $ — |
Organization (Details)
Organization (Details) | Dec. 31, 2021 |
Accounting Policies [Abstract] | |
Ownership interest | 51.00% |
Liquidity (Details)
Liquidity (Details) - USD ($) $ in Millions | May 08, 2020 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 67.5 | |
Working capital | $ 68.3 | |
Sales Marketing | $ 7 |
Revenue Recognition from Cont_3
Revenue Recognition from Contracts with Customers (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2021USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Contract liability | $ 41 |
Contract assets | 293 |
Revenue expected to be recognized | $ 5,400 |
Revenue Recognition from Cont_4
Revenue Recognition from Contracts with Customers (Details) - Schedule of revenues of reportable segments - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, Major Customer [Line Items] | ||||
NRE | $ 383 | $ 670 | $ 796 | $ 727 |
Filters/Amps | 3,289 | 638 | 4,744 | 1,217 |
Total | 3,672 | 1,308 | 5,540 | 1,944 |
Foundry Fabrication Services Revenue [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
NRE | 383 | 670 | 796 | 727 |
Filters/Amps | ||||
Total | 383 | 670 | 796 | 727 |
Product Sales Revenue [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
NRE | ||||
Filters/Amps | 3,289 | 638 | 4,744 | 1,217 |
Total | $ 3,289 | $ 638 | $ 4,744 | $ 1,217 |
Revenue Recognition from Cont_5
Revenue Recognition from Contracts with Customers (Details) - Schedule of changes in contract asset and liability - USD ($) $ in Thousands | 6 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of changes in contract asset and liability [Abstract] | ||||
Balance, Contract Assets | $ 411 | $ 125 | ||
Balance, Contract Liability | $ 41 | |||
Closing, Contract Assets | $ 823 | $ 383 | ||
Closing, Contract Liability | 101 | 57 | ||
Increase/(Decrease), Contract Assets | 412 | 258 | ||
Increase/(Decrease), Contract Liability | $ 60 | $ 57 |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of inventory, net of reserves - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Schedule of inventory, net of reserves [Abstract] | ||
Raw Materials | $ 858 | $ 124 |
Work in Process | 718 | 1,188 |
Finished Goods | 710 | 78 |
Total Inventory | $ 2,286 | $ 1,390 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | |||||
Depreciation expense | $ 1.6 | $ 1.1 | $ 3.1 | $ 2.1 | |
Net book value | $ 4.9 | $ 11.7 |
Property and Equipment, net (_2
Property and Equipment, net (Details) - Schedule of property and equipment - USD ($) $ in Thousands | 6 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | ||
Property, Plant and Equipment [Line Items] | |||
Gross total | $ 53,970 | $ 42,029 | |
Less: Accumulated Depreciation | (13,722) | (11,299) | |
Total | $ 40,248 | 30,730 | |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | |||
Gross total | $ 1,000 | 1,000 | |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 11 years | ||
Gross total | $ 3,000 | 3,000 | |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross total | $ 45,033 | 35,120 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | [1] | ||
Gross total | $ 3,598 | 1,946 | |
Furniture & Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Gross total | $ 80 | 73 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | ||
Gross total | $ 642 | 310 | |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | ||
Gross total | $ 617 | $ 580 | |
Minimum [Member] | Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 2 years | ||
Maximum [Member] | Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 10 years | ||
[1] | Leasehold improvements are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter. |
Business Acquisition (Details)
Business Acquisition (Details) $ in Millions | 6 Months Ended |
Dec. 31, 2021USD ($) | |
Business Acquisition (Details) [Line Items] | |
Exchange for cash (in Dollars) | $ 3.5 |
Unregistered shares price (in Dollars) | $ 4 |
Volatility rate | 30.00% |
Discount rate | 19.50% |
Intangible assets (in Dollars) | $ 1.6 |
Developed technology amount (in Dollars) | 1.2 |
Customer relationships (in Dollars) | $ 6.9 |
Percentage of adjustment factor | 5.00% |
Adjustment factor rate | 5.00% |
Percentage of control discount rate | 16.70% |
Ownership percentage | 51.00% |
Acquisition costs (in Dollars) | $ 0.1 |
Tai-Saw Technology Co., Ltd. [Member] | |
Business Acquisition (Details) [Line Items] | |
Exchange for cash (in Dollars) | 6 |
Unregistered shares price (in Dollars) | $ 2.5 |
RFMI [Member] | First Amount [Member] | |
Business Acquisition (Details) [Line Items] | |
Discount rate | 9.90% |
RFMI [Member] | Second Amount [Member] | |
Business Acquisition (Details) [Line Items] | |
Discount rate | 10.20% |
Ownership Interest [Member] | |
Business Acquisition (Details) [Line Items] | |
Ownership interest | 49.00% |
Ownership Interest [Member] | Tai-Saw Technology Co., Ltd. [Member] | |
Business Acquisition (Details) [Line Items] | |
Ownership interest | 51.00% |
Minimum [Member] | |
Business Acquisition (Details) [Line Items] | |
Potential payouts (in Dollars) | $ 0 |
Maximum [Member] | |
Business Acquisition (Details) [Line Items] | |
Potential payouts (in Dollars) | $ 3 |
Five Years [Member] | |
Business Acquisition (Details) [Line Items] | |
Discount rate | 19.50% |
Fair value of royalty rate | 3.00% |
Seven Year [Member] | |
Business Acquisition (Details) [Line Items] | |
Discount rate | 19.50% |
Fair value of royalty rate | 4.00% |
Business Acquisition (Details)
Business Acquisition (Details) - Schedule of fair values of the assets $ in Thousands | 6 Months Ended |
Dec. 31, 2021USD ($) | |
Consideration: | |
Cash paid | $ 6,000 |
Common stock | 2,297 |
Fair value of contingent consideration | 1,082 |
Total consideration | 9,379 |
Cash | 1,921 |
Other tangible assets | 1,346 |
Intangible assets | 9,711 |
Goodwill | 7,835 |
Liabilities assumed | (1,885) |
Deferred tax liability | (2,039) |
Total assets acquired | 16,889 |
Noncontrolling interest | (7,510) |
Net assets acquired | $ 9,379 |
Business Acquisition (Details_2
Business Acquisition (Details) - Schedule of pro forma information - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of pro forma information [Abstract] | ||||
Revenues | $ 3,735 | $ 2,175 | $ 7,417 | $ 3,541 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 108 | $ 115 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - Schedule of intangible assets - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 18,178 | |
Accumulated Amortization | (176) | |
Net Carrying Amount | 18,002 | |
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,835 | |
Accumulated Amortization | ||
Net Carrying Amount | $ 7,835 | |
Weighted Average Useful Life in Years | ||
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,569 | |
Accumulated Amortization | (16) | |
Net Carrying Amount | $ 1,553 | |
Weighted Average Useful Life in Years | 5 years | |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,847 | $ 634 |
Accumulated Amortization | (88) | (62) |
Net Carrying Amount | $ 1,759 | $ 572 |
Weighted Average Useful Life in Years | 10 years | 15 years |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 6,927 | |
Accumulated Amortization | (72) | |
Net Carrying Amount | $ 6,855 | |
Weighted Average Useful Life in Years | 7 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details) - Schedule of future amortization expense of intangible assets $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of future amortization expense of intangible assets [Abstract] | |
2022 | $ 966 |
2023 | 1,519 |
2024 | 1,519 |
2025 | 1,519 |
2026 | 1,519 |
Thereafter | 3,125 |
Total | $ 10,167 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expenses - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2020 |
Schedule of accounts payable and accrued expenses [Abstract] | ||
Accounts payable | $ 1,818 | $ 1,188 |
Accrued salaries and benefits | 2,639 | 4,415 |
Accrued professional fees | 226 | 49 |
Accrued utilities | 131 | 127 |
Accrued goods received not invoiced | 1,404 | 761 |
Other accrued expenses | 502 | 414 |
Totals | $ 6,720 | $ 6,954 |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of vendor concentration as a percentage of purchases - Revenue Benchmark [Member] | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Vendor 1 [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 13.00% | |
Vendor 2 [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 17.00% |
Concentrations (Details) - Sc_2
Concentrations (Details) - Schedule of customer concentration as a percentage of revenue | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Customer 1 [Member] | ||||
Concentrations (Details) - Schedule of customer concentration as a percentage of revenue [Line Items] | ||||
Concentration risk, percentage | 18.00% | 22.00% | ||
Customer 2 [Member] | ||||
Concentrations (Details) - Schedule of customer concentration as a percentage of revenue [Line Items] | ||||
Concentration risk, percentage | 22.00% | 29.00% | 10.00% | |
Customer 3 [Member] | ||||
Concentrations (Details) - Schedule of customer concentration as a percentage of revenue [Line Items] | ||||
Concentration risk, percentage | 32.00% | 27.00% | 44.00% | |
Customer 4 [Member] | ||||
Concentrations (Details) - Schedule of customer concentration as a percentage of revenue [Line Items] | ||||
Concentration risk, percentage | 15.00% | 12.00% |
Equity (Details)
Equity (Details) $ / shares in Units, shares in Millions, $ in Millions | 6 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Equity (Details) [Line Items] | |
Aggregate offering price | $ | $ 93 |
Options to purchase | shares | 0.9 |
Weighted average grant date fair value | $ / shares | $ 9.23 |
ATM Equity Offering [Member] | |
Equity (Details) [Line Items] | |
Aggregate offering price | $ | $ 100 |
Minimum [Member] | |
Equity (Details) [Line Items] | |
Vesting period | 4 years |
Maximum [Member] | |
Equity (Details) [Line Items] | |
Vesting period | 5 years |
Equity incentive plan [Member] | |
Equity (Details) [Line Items] | |
Options to purchase | shares | 0.6 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of sales through equity offering program - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2021 | |
Equity (Details) - Schedule of sales through equity offering program [Line Items] | ||
Avg price per share (in Dollars per share) | $ 7.04 | $ 9.99 |
Number of Shares (in Shares) | 1,931,022 | 555,455 |
Gross Proceeds | $ 13.6 | $ 5.5 |
Offering Expenses | 0.2 | 0.1 |
Net Proceeds | $ 13.4 | $ 5.4 |
Total [Member] | ||
Equity (Details) - Schedule of sales through equity offering program [Line Items] | ||
Avg price per share (in Dollars per share) | $ 7.7 | |
Number of Shares (in Shares) | 2,486,477 | |
Gross Proceeds | $ 19.1 | |
Offering Expenses | 0.3 | |
Net Proceeds | $ 18.8 |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of black-scholes option pricing model with weighted average assumptions | 6 Months Ended |
Dec. 31, 2021$ / shares | |
Equity (Details) - Schedule of black-scholes option pricing model with weighted average assumptions [Line Items] | |
Dividend yield | 0.00% |
Weighted Average Grant Date Fair Value of Options granted during the period (in Dollars per share) | $ 5.23 |
Minimum [Member] | |
Equity (Details) - Schedule of black-scholes option pricing model with weighted average assumptions [Line Items] | |
Exercise price (in Dollars per share) | $ 6.76 |
Expected term (years) | 4 years 9 months |
Volatility | 66.00% |
Risk-free interest rate | 0.76% |
Maximum [Member] | |
Equity (Details) - Schedule of black-scholes option pricing model with weighted average assumptions [Line Items] | |
Exercise price (in Dollars per share) | $ 10.15 |
Expected term (years) | 5 years |
Volatility | 67.00% |
Risk-free interest rate | 1.14% |
Equity (Details) - Schedule o_3
Equity (Details) - Schedule of stock-based compensation expense - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of stock-based compensation expense [Abstract] | ||||
Research and Development | $ 1,716 | $ 928 | $ 2,948 | $ 1,942 |
General and Administrative | 1,184 | 1,138 | 2,300 | 2,151 |
Total | $ 2,900 | $ 2,066 | $ 5,248 | $ 4,093 |
Equity (Details) - Schedule o_4
Equity (Details) - Schedule of unrecognized stock-based compensation expense and weighted-average years $ in Thousands | 6 Months Ended |
Dec. 31, 2021USD ($) | |
Options [Member] | |
Equity (Details) - Schedule of unrecognized stock-based compensation expense and weighted-average years [Line Items] | |
Unrecognized stock-based compensation | $ 4,082 |
Weighted-average years to be recognized | 2 years 6 months 10 days |
Restricted stock units [Member] | |
Equity (Details) - Schedule of unrecognized stock-based compensation expense and weighted-average years [Line Items] | |
Unrecognized stock-based compensation | $ 12,271 |
Weighted-average years to be recognized | 2 years 4 months 13 days |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 1 Months Ended | 6 Months Ended |
Feb. 27, 2018 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lease term, description | Our leases have remaining lease terms of up to five years, some of which include options to extend the leases for up to twenty-four months. | |
Remaining lease term | 5 years | |
Future lease payments term | 5 years | |
Lease, description | the Company entered into a Lease and Project Agreement (the “Lease and Project Agreement”) and a Company Lease Agreement (the “Company Lease Agreement” and together with the Lease and Project Agreement, the “Agreements”), each dated as of February 1, 2018, with the Ontario County Industrial Development Agency, a public benefit corporation of the State of New York (the “OCIDA”). Pursuant to the Agreements, the Company leases for $1.00 annually to the OCIDA an approximately 9.995 acre parcel of land in Canandaigua, New York, together with the improvements thereon (including the Company’s New York fabrication facility), and transfer title to certain related equipment and personal property to the OCIDA (collectively, the “Facility”). The OCIDA leases the Facility back to the Company for annual rent payments specified in the Lease and Project Agreement for the Company’s primary use as research and development, manufacturing, warehouse and professional office space in its business, and to be subleased, in part, by the Company to various existing tenants. The Company estimates substantial tax savings during the term of the Agreements, which expire on December 31, 2028. In addition, subject to the terms of the Lease and Project Agreement, certain purchases and leases of eligible items will be exempt from the imposition of sales and use taxes. Subject to the terms of the Lease and Project Agreement, the OCIDA has also granted to the Company an exemption from certain mortgage recording taxes for one or more mortgages securing an aggregate principal amount not to exceed $12.0 million, or such greater amount as approved by the OCIDA in its sole and absolute discretion. The benefits provided to the Company pursuant to the terms of the Lease and Project Agreement are subject to claw back over the life of the Agreements upon certain recapture events, including certain events of default. |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of operating lease expense - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of operating lease expense [Abstract] | ||||
Operating Lease Expense | $ 82 | $ 75 | $ 157 | $ 150 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of balance sheet information related to leases - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Assets | ||
Operating lease assets | $ 389 | $ 471 |
Liabilities | ||
Other current liabilities | 291 | 270 |
Operating lease liabilities | $ 94 | $ 202 |
Weighted Average Remaining Lease Term: | ||
Operating leases | 1 year 3 months | 1 year 9 months 3 days |
Weighted Average Discount Rate: | ||
Operating leases | 11.90% | 12.50% |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of minimum future lease payments $ in Thousands | Jun. 30, 2021USD ($) |
Schedule of minimum future lease payments [Abstract] | |
2022 | $ 176 |
2023 | 231 |
2024 | 7 |
2025 | |
Thereafter | |
Total lease payments (undiscounted cash flows) | 414 |
Less imputed interest | (29) |
Total | $ 385 |
Segment Information (Details)
Segment Information (Details) | 6 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Number of segments | 2 |
Segment Information (Details) -
Segment Information (Details) - Schedule operating segments based on revenue and operating profit (loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Foundry/Fabrication Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue with customers | $ 384 | $ 670 | $ 796 | $ 727 | |
Cost of revenue | 377 | 350 | 947 | 403 | |
Gross margin | 7 | 320 | (151) | 324 | |
Research and development | |||||
General and administrative | |||||
Income (Loss) from Operations | 7 | 320 | (151) | 324 | |
As of December 31, 2021 | |||||
Accounts receivable | 365 | 365 | $ 242 | ||
RF Product [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue with customers | 3,288 | 638 | 4,744 | 1,217 | |
Cost of revenue | 4,172 | 2,252 | 6,504 | 3,848 | |
Gross margin | (884) | (1,614) | (1,760) | (2,631) | |
Research and development | 9,192 | 5,566 | 17,166 | 11,946 | |
General and administrative | 5,146 | 3,361 | 9,022 | 6,288 | |
Income (Loss) from Operations | (15,222) | (10,567) | (27,948) | (20,865) | |
As of December 31, 2021 | |||||
Accounts receivable | 2,137 | 2,137 | 928 | ||
Total [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue with customers | 3,672 | 1,308 | 5,540 | 1,944 | |
Cost of revenue | 4,549 | 2,602 | 7,451 | 4,251 | |
Gross margin | (877) | (1,294) | (1,911) | (2,307) | |
Research and development | 9,192 | 5,566 | 17,166 | 11,946 | |
General and administrative | 5,146 | 3,361 | 9,022 | 6,288 | |
Income (Loss) from Operations | (15,215) | $ (10,221) | (28,099) | $ (20,541) | |
As of December 31, 2021 | |||||
Accounts receivable | $ 2,502 | $ 2,502 | $ 1,170 |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of common stock equivalents - shares | 6 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of common stock equivalents [Abstract] | ||
Convertible Notes | 4,960,800 | |
Options | 2,981,627 | 2,589,719 |
Warrants | 158,759 | 359,570 |
Total | 3,140,386 | 7,910,089 |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | Oct. 15, 2021USD ($) |
Income Taxes (Details) [Line Items] | |
Deferred tax liability | $ 2 |
Tai-Saw Technology Co., Ltd. [Member] | |
Income Taxes (Details) [Line Items] | |
Ownership interest | 51.00% |
Ownership interest exchange for cash | $ 6 |
Unregistered shares Payable | $ 2.5 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - Schedule of fair value of level 3 contingent consideration - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of fair value of level 3 contingent consideration [Abstract] | ||
Beginning balance | ||
Initial fair value of contingent consideration | 1,082 | |
Change in fair value of contingent consideration | ||
Ending balance | $ 1,082 |