Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 25, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | PRSO | ||
Entity Registrant Name | PERASO INC. | ||
Entity Central Index Key | 0000890394 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 000-32929 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 77-0291941 | ||
Entity Address, Address Line One | 2309 Bering Drive | ||
Entity Address, City or Town | San Jose | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95131 | ||
City Area Code | 408 | ||
Local Phone Number | 418-7500 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Common Stock, Shares Outstanding | 21,578,908 | ||
Entity Public Float | $ 54,027,405 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Auditor Firm ID | 572 | ||
Auditor Name | Weinberg & Company | ||
Auditor Location | Los Angeles, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 5,893 | $ 1,712 |
Short-term investments | 9,267 | |
Accounts receivable, net | 2,436 | 922 |
Inventories | 3,824 | 1,274 |
Tax credits and receivables | 1,099 | 1,711 |
Prepaid expenses and other | 1,159 | 963 |
Total current assets | 23,678 | 6,582 |
Long-term investments | 2,928 | |
Property and equipment, net | 2,349 | 2,621 |
Right-of-use lease assets | 617 | 731 |
Intangible assets, net | 8,355 | |
Goodwill | 9,946 | |
Other | 78 | 53 |
Total assets | 47,951 | 9,987 |
Current liabilities | ||
Accounts payable | 1,937 | 1,086 |
Accrued expenses and other | 2,903 | 456 |
Deferred revenue | 375 | |
Short-term lease liabilities | 379 | 225 |
Loan payable | 581 | |
Total current liabilities | 5,594 | 2,348 |
Long-term lease liabilities | 288 | 532 |
Warrant liability | 6,706 | |
Convertible debentures | 4,322 | |
Total liabilities | 5,882 | 13,908 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity (deficit) | ||
Preferred stock, $0.01 par value; 20,000 shares authorized; none issued and outstanding | ||
Common stock, $0.001 par value; 120,000 shares authorized; 21,579 shares and 5,241 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 22 | 5 |
Additional paid-in capital | 159,246 | 102,362 |
Accumulated deficit | (117,199) | (106,288) |
Total stockholders’ equity (deficit) | 42,069 | (3,921) |
Total liabilities and stockholders’ equity | $ 47,951 | $ 9,987 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 21,579,000 | 5,241,000 |
Common stock, shares outstanding | 21,579,000 | 5,241,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net revenue | ||
Total net revenue | $ 5,679,000 | $ 9,090,000 |
Cost of net revenue | 3,270,000 | 1,748,000 |
Gross profit | 2,409,000 | 7,342,000 |
Operating expenses | ||
Research and development | 11,471,000 | 8,289,000 |
Selling, general and administrative | 7,016,000 | 7,198,000 |
Total operating expenses | 18,487,000 | 15,487,000 |
Loss from operations | (16,078,000) | (8,145,000) |
Interest expense | (2,979,000) | (2,101,000) |
Change in fair value of warrant liability | 8,102,008 | 96,267 |
Other income (expense), net | 44,000 | (77,000) |
Net loss | (10,911,000) | (10,227,000) |
Deemed dividend on inducement of conversion of Class C Preferred Shares | (11,134,000) | |
Accretion of preferred shares presented as dividends | (1,666,000) | |
Effect of foreign exchange on preferred shares | 7,756,000 | |
Net loss attributable to common stockholders | $ (10,911,000) | $ (15,271,000) |
Net loss per share attributable to common stockholders | ||
Basic and diluted | $ (1.86) | $ (3.60) |
Shares used in computing net loss per share | ||
Basic and diluted | 5,869 | 4,242 |
Product | ||
Net revenue | ||
Total net revenue | $ 4,906,000 | $ 1,540,000 |
License and Other | ||
Net revenue | ||
Total net revenue | $ 773,000 | $ 7,550,000 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands | Total | Class A Preferred Shares | Class B Preferred Shares | Class C Preferred Shares | Common Stock | Common StockClass A Preferred Shares | Common StockClass B Preferred Shares | Common StockClass C Preferred Shares | Additional Paid-In Capital | Additional Paid-In CapitalClass A Preferred Shares | Additional Paid-In CapitalClass B Preferred Shares | Additional Paid-In CapitalClass C Preferred Shares | Accumulated Deficit |
Beginning Balance at Dec. 31, 2019 | $ (113,504) | $ (17,443) | $ (96,061) | ||||||||||
Beginning Balance, shares at Dec. 31, 2019 | 164 | ||||||||||||
Issuance of common stock under stock plans, net | 8 | 8 | |||||||||||
Issuance of common stock under stock plans, net, shares | 5 | ||||||||||||
Conversion of Convertible Preferred Shares | 112,001 | $ 4,229 | $ 52,103 | $ 55,669 | $ 2 | $ 3 | $ 4,229 | $ 52,101 | $ 55,666 | ||||
Conversion of Convertible Preferred Shares, shares | 124 | 1,989 | 2,959 | 124 | 1,989 | 2,959 | |||||||
Dividends on preferred shares | (1,666) | (1,666) | |||||||||||
Effect of foreign exchange on preferred shares | 7,756 | 7,756 | |||||||||||
Stock-based compensation | 1,711 | 1,711 | |||||||||||
Net loss | (10,227) | (10,227) | |||||||||||
Ending Balance at Dec. 31, 2020 | $ (3,921) | $ 5 | 102,362 | (106,288) | |||||||||
Ending Balance, shares at Dec. 31, 2020 | 5,241 | 5,241 | |||||||||||
Issuance of common stock under stock plans, net | $ 37 | 37 | |||||||||||
Issuance of common stock under stock plans, net, shares | 30 | ||||||||||||
Settlement of warrants to common stock | 1,208 | $ 1 | 1,207 | ||||||||||
Settlement of warrants to common stock, shares | 287 | ||||||||||||
Conversion of convertible debentures to common stock | 13,545 | $ 7 | 13,538 | ||||||||||
Conversion of convertible debentures to common stock, shares | 7,305 | ||||||||||||
Effect of business combination | 37,627 | $ 9 | 37,618 | ||||||||||
Effect of business combination, shares | 8,716 | ||||||||||||
Stock-based compensation | 4,484 | 4,484 | |||||||||||
Net loss | (10,911) | (10,911) | |||||||||||
Ending Balance at Dec. 31, 2021 | $ 42,069 | $ 22 | $ 159,246 | $ (117,199) | |||||||||
Ending Balance, shares at Dec. 31, 2021 | 21,579 | 21,579 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (10,911,000) | $ (10,227,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,116,000 | 1,436,000 |
Stock-based compensation | 4,484,000 | 1,711,000 |
Change in fair value of warrant liability | (8,102,008) | (96,267) |
Finance costs related to warrants | 1,043,000 | |
Accrued interest | 721,000 | 325,000 |
Amortization of lease right-of-use assets | 252,000 | 226,000 |
Change in operating lease liabilities | (236,000) | (248,000) |
Amortization of debt discount | 2,091,000 | 627,000 |
Other | 27,000 | 7,000 |
Changes in assets and liabilities | ||
Accounts receivable | (848,000) | (4,029,000) |
Inventories | (1,418,000) | (166,000) |
Prepaid expenses and other assets | 560,000 | (513,000) |
Tax credits and receivables | (484,000) | (416,000) |
Accounts payable | 804,000 | (26,000) |
Deferred revenue and other liabilities | (72,000) | 109,000 |
Net cash used in operating activities | (12,016,000) | (10,237,000) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (71,000) | (38,000) |
Purchases of intangible assets | (165,000) | |
Proceeds from maturities of marketable securities and investments | 400,000 | |
Cash acquired in business combination | 6,464,000 | |
Net cash provided by (used in) investing activities | 6,628,000 | (38,000) |
Cash flows from financing activities: | ||
Repayment of loans | (785,000) | (100,000) |
Proceeds from exercise of stock options | 37,000 | 8,000 |
Net proceeds from loan facility | 1,262,000 | 573,000 |
Net proceeds from convertible debentures | 9,055,000 | 3,452,000 |
Net cash provided by financing activities | 9,569,000 | 10,083,000 |
Net increase (decrease) in cash and cash equivalents | 4,181,000 | (192,000) |
Cash and cash equivalents at beginning of year | 1,712,000 | 1,904,000 |
Cash and cash equivalents at end of year | $ 5,893,000 | 1,712,000 |
Debtor-in-Possession | ||
Cash flows from financing activities: | ||
Net proceeds from loan facility | $ 6,150,000 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
The Company and Summary of Significant Accounting Policies | Note 1: The Company and Summary of Significant Accounting Policies The Company Peraso Inc., formerly known as MoSys, Inc. (the Company), was incorporated in California in 1991 and reincorporated in 2000 in Delaware. The Company is a fabless semiconductor company specializing in the development of mmWave technology, including 60GHz and 5G products and derives revenue from sellingsemiconductor devices and licensing of intellectual property (IP) and performance of non-recurring engineering services (NRE) for customers and prospective customers. The Company also manufactures and sells memory semiconductor devices that enable fast, intelligent data access and decision making for a wide range of markets. On September 14, 2021, the Company and its subsidiaries, 2864552 Ontario Inc. (Callco) and 2864555 Ontario Inc. (Canco), entered into an Arrangement Agreement (the Arrangement Agreement) with Peraso Technologies Inc. (Peraso Tech), a corporation existing under the laws of the province of Ontario, to acquire all of the issued and outstanding common shares of Peraso Tech (the Peraso Shares), including those Peraso Shares to be issued in connection with the conversion or exchange of secured convertible debentures and common share purchase warrants of Peraso Tech, as applicable, by way of a statutory plan of arrangement (the Arrangement) under the Business Corporations Act (Ontario). On December 17, 2021, , the Company changed its name to “Peraso Inc.” and began trading on the Nasdaq Stock Market (the Nasdaq) under the symbol “PRSO.” For accounting purposes, the legal subsidiary, Peraso Tech, has been treated as the accounting acquirer and the Company, the legal parent, has been treated as the accounting acquiree. The transaction has been accounted for as a reverse acquisition in accordance with Accounting Standards Codification (ASC) No. 805, Business Combinations (ASC 805). Accordingly, these consolidated financial statements are a continuation of Peraso Tech’s consolidated financial statements prior to December 17, 2021 and exclude the balance sheets, statements of operations and comprehensive loss, statement of changes in stockholders’ equity and statements of cash flows of the Company prior to December 17, 2021. See Note 2 for additional disclosure. Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year ends on December 31 of each calendar year. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements. At issuance of the Company’s financial statements for the year ended December 31, 2020, management had determined that there was significant doubt as to the ability of the Company to meet its obligations and continue as a going concern. As a result of the Arrangement, which was completed in December 2021, and resulting improved financial position, the Company believes it has sufficient liquidity to meet its obligations as they come due and conduct its business for a period of at least 12 months from the date of issuance of these financial statements. Risk and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets. COVID-19 The global outbreak of the coronavirus disease 2019 (COVID-19) was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020. This has negatively affected the U.S. and global economy, disrupted global supply chains, significantly restricted travel and transportation, resulted in mandated closures and orders to “shelter-in-place” and created significant disruption of the financial markets. The full extent of the COVID-19 impact on the Company’s operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions taken by U.S. and foreign government agencies to prevent disease spread, all of which are uncertain, out of the Company’s control, and cannot be predicted. Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses recognized during the reported period. Material estimates may include assumptions made in determining reserves for uncollectible receivables, inventory write-downs, impairment of long-term assets, purchase price allocations, valuation allowance on deferred tax assets, accruals for potential liabilities and assumptions made in valuing equity instruments. Cash Equivalents and Investments The Company has invested its excess cash in money market accounts, certificates of deposit, corporate debt, government-sponsored enterprise bonds and municipal bonds and considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Investments with original maturities greater than three months and remaining maturities less than one year are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments. Management generally determines the appropriate classification of securities at the time of purchase. All securities are classified as available-for-sale. The Company’s available-for-sale short-term and long-term investments are carried at fair value, with the unrealized holding gains and losses reported in accumulated other comprehensive income (loss). Realized gains and losses and declines in the value judged to be other-than-temporary are included in the other income, net line item in the consolidated statements of operations. The cost of securities sold is based on the specific identification method. Fair Value Measurements The Company measures the fair value of financial instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level 1—Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Level 2—Pricing is provided by third party sources of market information obtained through the Company’s investment advisors, rather than models. The Company does not adjust for, or apply, any additional assumptions or estimates to the pricing information it receives from advisors. The Company’s Level 2 securities include cash equivalents and available-for-sale securities, which consisted primarily of certificates of deposit, corporate debt, and government agency and municipal debt securities from issuers with high-quality credit ratings. The Company’s investment advisors obtain pricing data from independent sources, such as Standard & Poor’s, Bloomberg and Interactive Data Corporation, and rely on comparable pricing of other securities because the Level 2 securities are not actively traded and have fewer observable transactions. The Company considers this the most reliable information available for the valuation of the securities. Level 3—Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment are used to measure fair value. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The determination of fair value for Level 3 investments and other financial instruments involves the most management judgment and subjectivity. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of lease obligations and long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure that its trade receivables balances are not overstated due to uncollectibility. The Company performs ongoing customer credit evaluations within the context of the industry in which it operates and generally does not require collateral from its customers. A specific allowance of up to 100% of the invoice value is provided for any problematic customer balances. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The Company grants credit only to customers deemed creditworthy in the judgment of management. The allowance for doubtful accounts receivable was approximately $61,000 and $85,000 as of December 31, 2021 and 2020, respectively. Inventories The Company values its inventories at the lower of cost, which approximates actual cost on a first-in, first-out basis, or net realizable value. Costs of inventories primarily consisted of material and third party assembly costs. The Company records inventory reserves for estimated obsolescence or unmarketable inventories based upon assumptions about future demand and market conditions. Once a reserve is established, it is maintained until the product to which it relates is sold or otherwise disposed of. If actual market conditions are less favorable than those expected by management, additional adjustment to inventory valuation may be required. Charges for obsolete and slow-moving inventories are recorded based upon an analysis of specific identification of obsolete inventory items and quantification of slow-moving inventory items. The Company recorded no inventory write-downs for each of the years ended December 31, 2021 and 2020. Tax credits and receivables The Company is registered for the Canadian federal and provincial goods and services taxes. As such, the Company is obligated to collect from third parties, and is entitled to claim sales taxes paid on its expenses and capital expenditures incurred in Canada. In addition, the Company is also a part of the Scientific Research and Experimental Development (SR&ED) Program, which uses tax incentives to encourage Canadian businesses of all sizes and in all sectors to conduct research and development (R&D) in Canada. As a part of the program, the Company may be entitled to a receivable in the form of tax credit or incentive. The Company records refundable tax credits as a reduction of expense and receivable when the Company can reasonably estimate the amounts and it is more likely than not, they will be received. A government refund or subsidy that is compensation for expenses or losses already incurred, or for which there are no future related costs, is recognized in the statement of operations in the period in which it becomes receivable. Property and Equipment Property and equipment are originally recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to six years. Depreciation is recorded in cost of sales and operating expenses in the consolidated statements of operations and comprehensive loss. Leasehold improvements and assets acquired through capital leases are amortized over the shorter of their estimated useful life or the lease term, and related amortization is recorded in operating expenses in the consolidated statements of operations. Intangible and Long-lived Assets Intangible assets are recorded at cost and amortized on a straight-line method over their estimated useful lives of three to ten years. The Company regularly reviews the carrying value and estimated lives of its long-lived assets and finite-lived intangible asset to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the long-lived asset group over the asset’s fair value. Business combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill to reporting units based on the expected benefit from the business combination. Allocation of purchase consideration to identifiable assets and liabilities affects the amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. Goodwill The Company determines the amount of a potential goodwill impairment by comparing the fair value of the reporting unit with its carrying amount. To the extent the carrying value of a reporting unit exceeds its fair value, a goodwill impairment charge is recognized. The Company has determined that it has a single reporting unit for purposes of performing its goodwill impairment test. As the Company uses the market approach to determine the step one fair value of the reporting unit, the price of its common stock is an important component of the fair value calculation. If the Company’s stock price experiences significant price and volume fluctuations, this will impact the fair value of the reporting unit, which can lead to potential impairment in future periods. The Company reviews goodwill for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than the carrying amount as a basis for determining whether it is necessary to perform an impairment test. If the qualitative assessment warrants further analysis, the Company compares the fair value of the reporting unit to its carrying value. The fair value of the reporting unit is determined using the market approach. If the fair value of the reporting unit exceeds the carrying value of net assets of the reporting unit, goodwill is not impaired. If the carrying value of the reporting unit’s goodwill exceeds its fair value, then the Company must record an impairment charge equal to the difference. Acquired intangibles Acquired intangible assets consist of developed technology and customer relationships that are measured at fair value at date of acquisition. In valuing acquired intangible assets, the Company makes assumptions and estimates based in part on projected financial information, which makes assumptions and estimates inherently uncertain, particularly for early-stage technology companies. The significant estimates and assumptions used by the Company in the determination of the fair value of acquired intangible technology assets include the revenue growth rate, the royalty rate and the discount rate. The significant estimates and assumptions used by the Company in the determination of the fair value of acquired customer contract intangible assets include the revenue growth rate and the discount rate. As a result of the judgments that need to be made, the Company obtains the assistance of independent valuation firms. The Company completes these assessments as soon as practical after the closing dates. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Warrant liability The Company issued detachable warrants with its preferred shares and convertible debentures. The warrants have exercise prices that are denominated in foreign currency (Canadian dollars or CND) that differs from the Company’s functional currency (United States dollars or USD) and accordingly are accounted for as liability in accordance with ASC No. 815, Derivatives and Hedging Leases Effective January 1, 2019, the Company adopted ASC No. 842, Leases Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board ( Revenue from Contracts with Customers, As described below, the analysis of contracts under ASC 606 supports the recognition of revenue at a point in time, resulting in revenue recognition timing that is materially consistent with the Company’s historical practice of recognizing product revenue when title and risk of loss pass to the customer. The Company generates revenue primarily from sales of integrated circuits and module products, performance of engineering services and licensing of its intellectual property. Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. Product revenue Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied. The majority of the Company's contracts have a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when title and risk of loss have been transferred to the customer, generally at the time of shipment of products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated, formula, list or fixed price. -The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically 60 days or less. The Company may record an estimated allowance, at the time of shipment, for future returns and other charges against revenue consistent with the terms of sale. License and other The Company’s licensing contracts typically provide for royalties based on the licensee’s use of the Company’s memory technology in its currently shipping commercial products. The Company estimates its royalty revenue in the calendar quarter in which the licensee uses the licensed technology. Payments are received in the subsequent quarter. The Company also generates revenue from licensing its technology. The Company recognizes License fee as revenue at the point of time when the control of the license has been transferred and the Company has no continuing performance obligations to the customer. Engineering services revenue Engineering and development contracts with customers generally contain a single performance obligation that is delivered over time. Revenue is recognized using an output method that is consistent with the satisfaction of the performance obligation as a measure of progress. Contract liabilities – deferred revenue The Company’s contract liabilities consist of advance customer payments and deferred revenue. The Company classifies advance customer payments and deferred revenue as current or non-current based on the timing of when the Company expects to recognize revenue. As of December 31, 2021, contract liabilities were in a current position and included in deferred revenue. During the year ended December 31, 2021, the Company had no recognized revenue that had been included in deferred revenue at December 31, 2020 During the year ended December 31, 2020, the Company had no revenue that had been included in deferred revenue at December 31, 2019. See Note 8 for disaggregation of revenue by geography. The Company does not have significant financing components, as payments from customers are typically due within 60 days of invoicing, and the Company has elected the practical expedient to net value financing components that are less than one year. Shipping and handling costs are generally incurred by the customer, and, therefore, are not recorded as revenue. Cost of Net Revenue Cost of net revenue consists primarily of direct and indirect costs of product sales. Advertising Costs Advertising costs are expensed as incurred. Advertising costs were not significant for the years ended December 31, 2021 and 2020. Government Subsidies A grant or subsidy that is compensation for expenses or losses already incurred, or for which there are no future related costs, is recognized in the statement of operations in the period in which it becomes receivable. Starting in 2020, certain Canadian businesses, which experienced a drop in revenue during the COVID-19 pandemic, became eligible for a rent and wage subsidy from the government. The Company’s subsidiary, Peraso Tech, began receiving this subsidy on a monthly basis beginning in the fourth quarter of 2020. During the year ended December 31, 2021, the Company recognized payroll subsidies of $1,120,475 as a reduction in the associated wage costs and rent subsidies of $199,235 as a reduction of operating expenses in the consolidated statement of operations. During the year ended December 31, 2020, the Company recognized payroll subsidies of $1,085,066 as a reduction in the associated wage costs and rent subsidies of $89,992 as a reduction of operating expenses in the consolidated statement of operations. In addition, as a Canadian Controlled Private Corporation (CCPA), Peraso Tech was eligible for the Canadian government’s Scientific Research and Experimental Development (SR&ED) refund program, which refunds 35% of eligible costs for Canadian businesses of all sizes and in all sectors to conduct research and development in Canada. The Company records refundable SR&ED credits as a receivable when the Company can reasonably estimate the amounts and it is more likely than not, such amounts will be received. As of December 17, 2021, Peraso Tech ceased to be a CCPA and is no longer eligible for the expenditure refund program. However, it is eligible for a tax credit of 15% on qualified SR&ED expenditures. Unused tax credits can be carried back three years or forward for 20 years. The Company is registered for the Canadian federal and provincial goods and services taxes. As such, the Company is obligated to collect from third parties, and is entitled to claim sales taxes paid on its expenses and capital expenditures incurred in Canada Research and Development Engineering costs are recorded as research and development expense in the period incurred. Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees. The Company accounts for such grants based on ASC No. 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on a straight-line basis over the vesting period. The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing (Black Scholes) model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes model. The assumptions used in the Black-Scholes model could materially affect compensation expense recorded in future periods. Foreign Currency Transactions The functional currency of the Company is the U.S dollar. All foreign currency transactions are initially measured and recorded in an entity’s functional currency using the exchange rate on the date of the transaction. All monetary assets and liabilities are remeasured at the end of each reporting period using the exchange rate at that date. All non-monetary assets and related expense, depreciation or amortization are not subsequently remeasured and are measured using the historical exchange rate. An average exchange rate may be used to recognize income and expense items earned or incurred evenly over a period. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the statement of operations, except for the gains and losses arising from the conversion of the carrying amount of the foreign currency denominated convertible preferred shares into the functional currency that are presented as adjustment to the net loss to arrive at net loss attributable to common stockholders. Per-Share Amounts Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share gives effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of incremental shares of common stock issuable upon the exercise of stock options, vesting of stock awards and purchases under the employee stock purchase plan, conversion of convertible debt and exercise of warrants. The following table sets forth securities outstanding which were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands): December 31, 2021 2020 Escrow Shares 1,815 — Options to purchase common stock 1,558 1,053 Unvested restricted common stock units 88 — Convertible debt — 3,266 Warrants 134 375 Total 3,595 4,694 Income Taxes The Company determines deferred tax assets and liabilities based upon the differences between the financial statement and tax bases of the Company’s assets and liabilities using tax rates in effect for the year in which the Company expects the differences to affect taxable income. A valuation allowance is established for any deferred tax assets for which it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company files U.S. federal and state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2014 through 2018 tax years generally remain subject to examination by U.S. federal and state tax authorities, and the 2010 through 2019 tax years generally remain subject to examination by foreign tax authorities . At December 31, 2021, the Company did not have any material unrecognized tax benefits nor expect its unrecognized tax benefits to change significantly over the next 12 months. The Company recognizes interest related to unrecognized tax benefits as income tax expense and penalties related to unrecognized tax benefits as other income and expense. During the years ended December 31, 2021 and 2020, the Company did not recognize any interest or penalties related to unrecognized tax benefits. Comprehensive Loss Comprehensive loss represents the changes in equity of an enterprise, other than those resulting from stockholder transactions. Accordingly, comprehensive loss may include certain changes in equity that are excluded from net loss. For the years ended December 31, 2021 and 2020, the Company’s comprehensive loss was the same as its net loss. Recently Issued Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses In August 2020, the FASB issued ASU No. 2020-06 (ASU 2020-06), Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combination | Note 2: Business Combination Arrangement As discussed in Note 1, on September 14, 2021, the Company and its newly formed subsidiaries Callco and Canco entered into the Arrangement Agreement with Peraso Tech.. On December 17, 2021, following the satisfaction of the closing conditions set forth in the Arrangement Agreement, including approvals from the stockholders of the Company and Peraso Tech, the Arrangement was completed. The Company ’s c ommon s tock, previously traded on the Nasdaq under the ticker symbol “MOSY,” commenced trading on the Nasdaq under the ticker symbol “PRSO.” Securities Conversion Pursuant to the completion of the Arrangement, each Peraso Share that was issued and outstanding immediately prior to December 17, 2021 was converted into the right to receive 0.045239122387267 (the Exchange Ratio) newly issued shares of common stock of the Company or shares of Canco, which are exchangeable for shares of the Company’s common stock (Exchangeable Shares) at the election of each former Peraso Tech stockholder. In addition, all of Peraso Tech’s outstanding stock options and other securities exercisable or exchangeable for, or convertible into, and any other rights to acquire Peraso Shares were exchanged for securities exercisable or exchangeable for, or convertible into, or other rights to acquire the Company’s common stock. Immediately following the completion of the Arrangement, the former security holders of Peraso Tech owned approximately 61%, on a fully-diluted basis, of the Company’s common stock, and the former shareholders of Peraso Tech, as a group, obtained control of the Company. While the Company was the legal acquirer of Peraso Tech, Peraso Tech was deemed to be the acquirer for accounting purposes. In addition, pursuant to the terms of the Arrangement Agreement, (i) certain warrants to purchase Peraso Shares outstanding immediately prior to the closing of the Arrangement were exercised in consideration for the issuance of Peraso Shares; (ii) each convertible debenture of Peraso Tech outstanding immediately prior to the closing of the Arrangement and all principal and accrued but unpaid interest thereon was converted into Peraso Shares at a conversion price equal to the conversion price set out in each such debenture; and (iii) each outstanding option to purchase Peraso Shares (each, a Peraso Option) was exchanged for a replacement option to purchase such number of shares of common stock that was equal to the product of (a) the number of Peraso Shares subject to the Peraso Options immediately before the closing of the Arrangement and (b) the Exchange Ratio, rounded down to the nearest whole number of shares of common stock. Upon the closing of the Arrangement, an aggregate of 9,295,097 Exchangeable Shares and 3,558,151 shares of common stock were issued to the holders of Peraso Shares. Of such shares, pursuant to the terms of the Agreement, the Company held in escrow an aggregate of 1,312,878 Exchangeable Shares and 502,567 shares of common stock (collectively, the Escrow Shares). The Escrow Shares are escrowed pursuant to the terms of an escrow agreement on a pro rata basis from the aggregate consideration received by the holders of Peraso Shares, subject to the offset by the Company for any losses in accordance with the Agreement. Such Escrow Shares shall be released, subject to any offset claim, upon the satisfaction of the earlier of: (a) any date following the first anniversary of December 17, 2021 and prior to December 17, 2024 where the volume weighted average price of the common stock for any 20 trading days within a period of 30 consecutive trading days is at least $8.57 per share, subject to adjustment for stock splits or other similar transactions; (b) the date of any sale of all or substantially all of the assets or shares of the Company; or (c) the date of any bankruptcy, insolvency, restructuring, receivership, administration, wind-up, liquidation, dissolution, or similar event involving the Company. All and any voting rights and other stockholder rights, other than with respect to dividends and distributions, with respect to the Escrow Shares are suspended until the Escrow Shares are released from escrow. In connection with the Arrangement, on December 15, 2021, the Company filed the Certificate of Designation of Series A Special Voting Preferred Stock with the Secretary of State of the State of Delaware to designate Series A Special Voting Preferred Stock (the Special Voting Share) in accordance with the terms of the Arrangement Agreement in order to enable the holders of Exchangeable Shares to exercise their voting rights. Each Exchangeable Share is exchangeable for one share of common stock of the Company and while outstanding, the Special Voting Share enables holders of Exchangeable Shares to cast votes on matters for which holders of the common stock are entitled to vote, and by virtue of the share terms relating to the Exchangeable Shares, to receive dividends that are economically equivalent to any dividends declared with respect to the shares of common stock. The Exchangeable Shares, which can be converted into common stock at the option of the holder and have the same voting rights as common stock, are similar in substance to shares of common stock and, therefore, have been included in the determination of outstanding common stock. Outstanding Shares of Common Stock The following table details the outstanding shares of the common stock that were outstanding immediately following the consummation of the Arrangement: Number of shares MoSys common stock outstanding prior to business combination 8,715,910 Common stock issued to Peraso Tech stockholders 3,055,584 Exchangeable Shares issued to Peraso Tech stockholders 7,982,219 Escrow Shares - common stock 502,567 Escrow Shares - Exchangeable Shares 1,312,878 Total shares issued and outstanding 21,569,158 Reverse Acquisition Determination Pursuant to ASC 805, the transaction was accounted for as a reverse acquisition because: (i) the stockholders of Peraso Tech owned the majority of the outstanding common stock of the Company after the share exchange; (ii) Peraso Tech appointed a majority of the Company’s board of directors; and (iii) Peraso Tech determined the officers of the Company. Measuring the Consideration Transferred In the reverse acquisition, the accounting acquirer did not issue any consideration to the accounting acquiree, rather the accounting acquiree issued its equity shares to the owners of the accounting acquirer in exchange for the accounting acquirer’s shares. The acquisition date fair value of the consideration transferred by the accounting acquirer for its interest in the accounting acquiree was calculated by Peraso Tech, as the fair value of the consideration effectively transferred. In accordance with ASC 805, the consideration effectively transferred between the Company (a public company as the accounting acquiree) and Peraso Tech (a private company as the accounting acquirer), was calculated as the fair value of the Company’s equity including the fair value of its common shares outstanding and its warrants, plus the portion of the share-based award fair value allocated to the pre-combination service of the accounting acquiree’s awards. The fair value of the total consideration effectively transferred was determined to be $37.6 million. The following table summarizes the preliminary provisional allocation of the purchase price to the net assets acquired based on the respective fair value of the acquired assets and assumed liabilities of the accounting acquiree, which is the Company. The Company believes that information gathered to date provides a reasonable basis for estimating the fair value of assets acquired and liabilities assumed. However, the provisional measurements of fair value set forth below are subject to change. The Company expects to complete the purchase price allocation as soon as practical but no later than one year from the acquisition date. December 31, 2021 Assets: (in thousands) Cash, cash equivalents and investments $ 19,064 Other current assets 2,558 Other assets 833 Intangibles Developed technology (provisional) 5,726 Customer relationships (provisional) 2,556 8,282 Goodwill 9,946 Liabilities: Current liabilities 3,056 $ 37,627 Presentation of Consolidated Financial Statements Post Reverse Acquisition The consolidated financial statements reflect all of the following: • the assets and liabilities of the legal subsidiary (Peraso Tech, as the accounting acquirer) recognized and measured at their pre-combination carrying amounts; • the assets and liabilities of the legal parent (the Company, as the accounting acquiree) recognized and measured in accordance with ASC 805; • the retained earnings and other equity balances of the legal subsidiary (Peraso Tech, as the accounting acquirer) before the business combination; and • the amount recognized as issued equity interests in the consolidated financial statements determined by adding the issued equity interest of Peraso Tech outstanding immediately before the business combination to the fair value of the Company. However, the equity structure (that is, the number and type of equity interests issued) reflects the equity structure of the Company. All references to common stock, stock options and warrants as well as per share amounts have been retroactively restated to reflect the number of shares of the Company issued in the reverse acquisition. Unaudited proforma results of operations for the years ended December 31, 2021 and 2020 are included below as if the business combination occurred on January 1, 2020. This summary of the unaudited pro forma results of operations is not necessarily indicative of what the Company’s results of operations would have been had Peraso Tech been acquired at the beginning of 2020, nor does it purport to represent results of operations for any future periods. Year ended December 31, 2021 2020 Revenue $ 10,670 $ 15,885 Net loss (19,977 ) (16,077 ) add back: acquisition costs 1,628 — Adjusted net loss $ (18,349 ) $ (16,077 ) The goodwill recognized from the reverse acquisition is attributed to the operational synergies from the combined operations of the Company and Peraso Tech. Revenue and earnings of the Company from acquisition date to December 31, 2021 that were included in the consolidated financial statements as of December 31, 2021 amounted to $263,000 and $74,000, respectively. |
Consolidated Balance Sheet Deta
Consolidated Balance Sheet Detail | 12 Months Ended |
Dec. 31, 2021 | |
Consolidated Balance Sheets And Statements Of Operations Components Disclosure [Abstract] | |
Consolidated Balance Sheet Detail | Note 3: Consolidated Balance Sheet Detail December 31, 2021 2020 (in thousands) Inventories: Raw materials $ 879 $ 48 Work-in-process 2,170 885 Finished goods 775 341 $ 3,824 $ 1,274 Prepaid expenses and other: Prepaid inventory and production costs $ 671 $ 329 Prepaid insurance 44 13 Prepaid software 277 508 Prepaid legal 34 113 Other 133 — $ 1,159 $ 963 Property and equipment, net: Equipment, furniture and fixtures and leasehold improvements $ 11,821 $ 11,077 Less: Accumulated depreciation and amortization (9,472 ) (8,456 ) $ 2,349 $ 2,621 Accrued expenses and other: December 31, 2021 2020 (in thousands) Accrued wages and employee benefits $ 506 $ 168 Professional fees, legal and consulting 1,252 287 Insurance 340 — Accrued taxes 190 — Accrued inventory 233 1 Warranty accrual 29 — Other 353 — $ 2,903 $ 456 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 4: Fair Value of Financial Instruments The estimated fair values of financial instruments outstanding were (in thousands): December 31, 2021 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ 5,893 $ — $ — $ 5,893 Short-term investments 9,276 — (9 ) 9,267 Long-term investments 2,935 — (7 ) 2,928 $ 18,104 $ — $ (16 ) $ 18,088 December 31, 2020 Unrealized Unrealized Fair Cost Gains Losses Value Cash $ 1,712 $ — $ — $ 1,712 The unrealized losses from available-for-sale securities as of December 31, 2021 and 2020 were not material. The following table represents the Company’s fair value hierarchy for its financial assets (cash equivalents and investments) as of December 31, 2021 (in thousands): December 31, 2021 Fair Value Level 1 Level 2 Level 3 Money market funds (1) $ 1,159 $ 1,159 $ — $ — Corporate notes and commercial paper $ 12,195 $ — $ 12,195 $ — (1) Included in cash and cash equivalents. There were no cash equivalents and investments as of December 31, 2020. During the year ended December 31, 2021, $0.4 million of corporate notes and commercial paper matured and were transferred to Level 1. There were no transfers in or out of Level 1 and Level 2 securities during the year ended December 31, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5: Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 5,409 $ 3,031 Reserves, accruals and other 198 239 Depreciation and amortization 917 1,284 Deferred stock based compensation 2,691 2,698 Research and development credit carryforwards 6,675 6,613 Total deferred tax assets 15,890 13,865 Less: Valuation allowance (15,890 ) (13,865 ) Net deferred tax assets, net $ — $ — The $2.0 million increase in the valuation allowance during 2021 was primarily the result of an increase to the net operating loss carryforwards for the current year. The valuation allowance increased by $1.1 million during the year ended December 31, 2020. Utilization of the Company’s net operating losses (NOLs) and tax credit carryforwards is subject to a substantial annual limitation due to the ownership change limitations provided by the IRC and similar state provisions. Section 382 of the IRC (Section 382) imposes limitations on a corporation’s ability to utilize its NOL and tax credit carryforwards, if it experiences an “ownership change.” In general terms, an ownership change may result from transactions increasing the ownership percentage of certain stockholders in the stock of the corporation by more than 50% over a three-year period. In the event of an ownership change, utilization of the NOLs would be subject to an annual limitation under Section 382 determined by multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate. While a formal study has not been performed, the Company believes that Section 382 ownership changes occurred as a result of financing transactions and the Arrangement.. The Company believes the Section 382 limitations will result in approximately 89% of the federal and state NOLs expiring before they can be utilized, and approximately 88% of the federal tax credit carryforwards expiring before they can be utilized. As of December 31, 2021, the Company had NOLs of approximately $214.1 million for federal income tax purposes and approximately $134.1 million for state income tax purposes. Only approximately $20.2 million of the federal NOLs and $16.7 million of the state NOLs are expected to be available before expiration due to the Section 382 limitation. These NOLs are available to reduce future taxable income and will expire at various times from 2025 through 2041, except federal NOLs from 2018 to 2021 which will never expire. The Company also had federal research and development tax credit carryforwards of approximately $8.6 million, which will begin expiring in 2022, and California research and development credits of approximately $8.4 million, which do not have an expiration date. A reconciliation of income taxes provided at the federal statutory rate (21%) to the actual income tax provision is as follows (in thousands): Year Ended December 31, 2021 2020 Income tax benefit computed at U.S. statutory rate $ (1,503 ) $ (794 ) Research and development credits (131 ) (66 ) Amortization of intangible assets (60 ) (60 ) Valuation allowance changes affecting tax provision 1,693 919 Other 1 1 Income tax provision $ — $ — The losses before income tax provision for the years ended December 31, 2021 and 2020 were solely attributable to US operations. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 6: Stock-Based Compensation Equity Compensation Plans Common Stock Equity Plans In 2010, the Company adopted the 2010 Equity Incentive Plan and later amended it in 2014, 2017 and 2018 (the Amended 2010 Plan). The Amended 2010 Plan was terminated in August 2019 and remains in effect as to outstanding equity awards granted prior to the date of expiration. No new awards may be made under the Amended 2010 Plan. In August 2019, the Company’s stockholders approved the 2019 Stock Incentive Plan (the 2019 Plan), and it replaced the Amended 2010 Plan. The 2019 Plan authorizes the board of directors or the compensation committee of the board of directors to grant a broad range of awards including stock options, stock appreciation rights, restricted stock, performance-based awards, and restricted stock units. Under the 2019 Plan, 182,500 shares were initially reserved for issuance. In November 2021, in connection with the approval of the Arrangement, the Company’s stockholders approved an amendment increasing the number of shares reserved for issuance under the 2019 Plan by 3,106,937 shares. Under the 2019 Plan, the term of all incentive stock options granted to a person who, at the time of grant, owns stock representing more than 10% of the voting power of all classes of the Company’s stock may not exceed five years. The exercise price of stock options granted under the 2019 Plan must be at least equal to the fair market value of the shares on the date of grant. Generally, awards under the 2019 Plan will vest over a three to four-year In connection with the Arrangement, the Company assumed the Peraso Technologies Inc. 2009 Share Option Plan (the 2009 Plan) . Each outstanding, unexercised and unexpired option under the 2009 Plan, whether vested or unvested, was assumed by the Company and converted into options to purchase shares of the Company’s common stock and became exercisable by the holder of such option in accordance with its terms, with (i) the number of shares of common stock subject to each option multiplied by the Exchange Ratio and (ii) the per share exercise price upon the exercise of each option divided by the Exchange Ratio. In connection with the Arrangement, no further awards will be made under the 2009 Plan The 2009 Plan, the Amended 2010 Plan and the 2019 Plan are referred to collectively as the “Plans.” Stock-Based Compensation Expense At December 31, 2021, the unamortized compensation cost was approximately $12.2 million related to stock options and is expected to be recognized as expense over a weighted average period of approximately 3.5 years. The unamortized compensation cost, at December 31, 2021, was $0.1 million related to restricted stock units and is expected to be recognized as expense over a weighted average period of approximately 1.8 years. For the years ended December 31, 2021 and 2020, the fair value of options and awards vested was approximately $1.0 million and $0.3 million, respectively. Valuation Assumptions and Expense Information for Stock-based Compensation The fair value of the Company’s share-based payment awards for the years ended December 31, 2021 and 2020 was estimated on the grant dates using the Black-Scholes model with the following assumptions: Year Ended December 31, 2021 2020 Risk-free interest rate 1.22% - 1.47% 0.46% - 2.74% Volatility 100% - 132% 104% Expected life (years) 3.0 - 6.25 5.5 - 6.5 Dividend yield 0 % 0 % The risk-free interest rate was derived from the Daily Treasury Yield Curve Rates as published by the U.S. Department of the Treasury as of the grant date for terms equal to the expected terms of the options. The expected volatility was based on the historical volatility of the Company’s stock price over the expected term of the options. The expected term of options granted was derived from historical data based on employee exercises and post-vesting employment termination behavior. A dividend yield of zero is applied because the Company has never paid dividends and has no intention to pay dividends in the near future. In accordance with ASU No. 2016-09, the Company accounts for forfeitures as they occur. Common Stock Options and Restricted Stock A summary of stock option activity under the Plans is presented below (in thousands, except exercise price): Options outstanding Weighted Average Number of Exercise Shares Prices Balance as of January 1, 2020 467 $ 8.20 Options granted 845 $ 2.65 Options cancelled and returned to the Plans (254 ) $ 6.85 Options exercised (5 ) $ 1.77 Balance as of December 31, 2020 1,053 $ 2.54 Options granted 409 $ 3.00 Options exercised (42 ) $ 2.72 Options cancelled and returned to the Plans (20 ) $ 1.72 Effect of business combination 158 $ 10.35 Balance as of December 31, 2021 1,558 $ 3.49 As of December 31, 2021, the Company had approximately 3.0 million shares available for grant. A summary of RSU activity under the Plans is presented below (in thousands, except fair value): Weighted Average Number of Grant-Date Shares Fair Value Non-vested shares as of December 31, 2020 — $ 0.00 Granted 30 $ 5.07 Vested (10 ) $ 4.21 Effect of business combination 68 $ 4.21 Non-vested shares as of December 31, 2021 88 $ 4.50 The following table summarizes significant ranges of outstanding and exercisable options at December 31, 2021 (in thousands, except contractual life and exercise price): Options Outstanding Options Exercisable Weighted Average Remaining Weighted Weighted Contractual Average Average Aggregate Number Life Exercise Number Exercise Intrinsic Range of Exercise Price Outstanding (in Years) Price Exercisable Price value $1.57 - $14.99 1,542 6.64 $ 2.67 552 $ 2.55 $ 908 $15.00 - $25.59 8 1.78 $ 15.00 8 $ 15.00 $ — $25.60 - $143.99 2 3.62 $ 40.15 2 $ 41.81 $ — $144.00 - $409.99 5 4.69 $ 144.00 5 $ 144.00 $ — $410.00 - $924.00 1 3.05 $ 410.00 1 $ 430.64 $ — $1.57 - $924.00 1,558 $ 3.49 568 $ 4.71 $ 908 There were approximately 20,000 and 5,000 options exercised during the years ended December 31, 2021 and 2020, respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | Note 7: Stockholders’ Equity Convertible Preferred Shares The following tables summarize the movement in preferred shares for the year ended December 31, 2020. Class A Class B Class C (amounts in thousands) preferred shares preferred shares preferred shares Total Balance at January 1, 2020 124 $ 4,457 1,989 $ 54,831 2,959 $ 58,803 $ 118,091 Dividends accrued 65 796 - 861 Amortization of issuance costs and warrants - 77 728 805 Foreign exchange impact (293 ) (3,601 ) (3,862 ) (7,756 ) Preferred shares converted into Peraso Shares (124 ) (4,229 ) (1,989 ) (52,103 ) (2,959 ) (55,669 ) (112,001 ) Balance at December 31, 2020 - - - - - - - In March 2020, the Company issued 124,408 Peraso Shares upon conversion of all outstanding Class A preferred shares amounting to $4,229,288 and 1,988,554 Peraso Shares upon conversion of all outstanding Class B preferred shares amounting to $52,102,651. The Class A and B preferred shares were converted into Peraso Shares based on the original conversion price of CDN$1.00 ($0.72 USD). The outstanding accumulated dividends of $22,732,543 were reclassified into additional paid-in capital. In March 2020, the Company also issued 2,958,787 Peraso Shares amounting to $55,668,932 upon conversion of all outstanding Class C preferred shares based on the amended conversion price of CDN$1.18 ($0.85 USD). As a conversion inducement, the Company amended the ratio for the conversion of the Class C preferred shares into Peraso Shares from 1:1 to 1:1.25. The Company determined that the additional Peraso Shares issuable arising from such modification totaled 591,757 with a fair value of $11,133,786 and recognized such amount as a deemed dividend. These convertible preferred shares were accounted for as mezzanine equity prior to their conversion into Peraso Shares in March 2020. Warrants classified as equity At December 31, 2021, the Company had the following warrants outstanding (share amounts in thousands): Warrant Type Number of Shares Exercise Price Expiration Common stock 33 $ 47.00 January 2023 Common stock 101 $ 2.40 October 2023 Warrants classified as liability Warrants outstanding at December 31, 2020 and their respective exercise price and expiration dates, were as follows: Year Issued Number of warrants issued (recast) Exercise price Expiration 2014 27 CDN$1.00 December 31, 2025 2015 4 CDN$1.00 August 31, 2022 2016 19 CDN$1.479 December 31, 2025 2017 7 CDN$1.479 December 31, 2022 2017 15 CDN$1.479 December 31, 2025 2019 3 CDN$1.479 December 31, 2025 2020 98 CDN$0.15 December 31, 2025 2020 202 CDN$0.15 December 31, 2023 Total 375 Exercise prices in USD were $0.79, $1.16, and $0.12 at December 31, 2020. Warrant activity and the related changes in the estimated fair values during the years ended December 31, 2021 and 2020 were: Number of shares (recast) Amount Balance - December 31, 2019 75 $ 1,501,307 Issued in the year 300 5,300,798 Change in fair value of warrants — (96,267 ) Balance - December 31, 2020 375 6,705,838 Issued in the year 133 2,604,420 Effect of business combination (508 ) (1,208,250 ) Change in fair value of warrants — (8,102,008 ) Balance - December 31, 2021 — $ — The fair value of the warrant liability was estimated using the Black-Scholes option-pricing model. Peraso Tech was a private company and lacked company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies within the semiconductor industry with characteristics similar to the Company. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero, based on the fact that the Company had never paid cash dividends and did not expect to pay any cash dividends in the foreseeable future. The Company granted warrants with exercise price of CDN$0.15 ($0.12 USD) to purchase 6,628,495 common shares of the Company in 2020 to certain holders of convertible debentures (Note 7). The total fair values of these warrants at grant date amounted to $5.3 million in 2020. The fair values were determined using Black-Scholes model with the following assumptions: expected term based on the contractual term of 3.2 - 5 years, risk-free interest rate of 0.37%-0.38% based on a comparable US Treasury Bond, expected volatility of 104.37%, and expected dividend of zero. The fair values of the outstanding warrants at December 31, 2020 was calculated based on the following assumptions used in the Black-Scholes model: expected term based on the remaining contractual term of 1.92-5.25 years In accordance with the Arrangement Agreement, on December 16, 2021, the warrants were settled in exchange for a defined number of common shares. Upon settlement, the fair value of the warrants were calculated using the intrinsic fair value of the common shares. The change in fair value was recognized in other income (expense) in the consolidated statements of operations. |
Retirement Savings Plan
Retirement Savings Plan | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Savings Plan | Note 8: Retirement Savings Plan Effective January 1997, the Company adopted the MoSys 401(k) Plan (the Savings Plan), which qualifies as a thrift plan under Section 401(k) of the Internal Revenue Code. Full-time and part-time employees who are at least 21 years of age are eligible to participate in the Savings Plan at the time of hire. Participants may contribute up to 15% of their earnings to the Savings Plan. No matching contributions were made by the Company during the years ended December 31, 2021 and 2020. |
Business Segment, Concentration
Business Segment, Concentration of Credit Risk and Significant Customers | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Business Segment, Concentration of Credit Risk and Significant Customers | Note 9: Business Segment, Concentration of Credit Risk and Significant Customers The Company operates in one business segment and uses one measurement of profitability for its business. Revenue attributed to the United States and to all foreign countries is based on the geographical location of the customer. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, cash equivalents, investments and accounts receivable. Cash, cash equivalents and investments are deposited with high credit-quality institutions. The Company recognized revenue from licensing of its technologies, performance of engineering services and shipment of products to customers in the following geographical locations (in thousands): Year Ended December 31, 2021 2020 North America $ 1,968 $ 7,727 Hong Kong 2,955 — Taiwan 693 1,351 Rest of world 63 12 Total net revenue $ 5,679 $ 9,090 Customers who accounted for at least 10% of total net revenues were: Year Ended December 31, 2021 2020 Customer A 48 % * Customer B 19 % * Customer C 11 % 12 % Customer D * 55 % Customer E * 27 % * Represents percentage less than 10%. Three customers accounted for 96% of net accounts receivable at December 31, 2021. Three customers accounted for 95% of net accounts receivable at December 31, 2020. All net long-lived assets (property and equipment) were held in the United States and Canada. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10: Commitments and Contingencies Leases The Company has three leases that it accounts for under ASC 842, and these include the operating leases for its corporate facility in San Jose, California, and facilities in Toronto and Waterloo, Ontario, Canada. The San Jose lease expires in July 2022, and the Waterloo and Toronto leases expire in September 2022 and December 2023, respectively. The right-to-use assets and corresponding liabilities for the facility leases were measured at the present value of the future minimum lease payments. The discount rate used to measure the lease assets and liabilities were 8%. Lease expense is recognized on a straight line basis over the lease term. Future minimum payments under the facility leases at December 31, 2021 are listed in the table below (in thousands). Operating Year ended December 31, lease 2022 $ 409 2023 299 Total future lease payments 708 Less: imputed interest (41 ) Present value of lease liabilities $ 667 Year ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for leases $ 286 $ 248 Rent expense was approximately $0.6 million for each of the years ended December 31, 2021 and 2020. In addition to the minimum lease payments, the Company is responsible for property taxes, insurance and certain other operating costs. Indemnification In the ordinary course of business, the Company enters into contractual arrangements under which it may agree to indemnify the counterparties from any losses incurred relating to breach of representations and warranties, failure to perform certain covenants, or claims and losses arising from certain events as outlined within the particular contract, which may include, for example, losses arising from litigation or claims relating to past performance. Such indemnification clauses may not be subject to maximum loss clauses. The Company has also entered into indemnification agreements with its officers and directors. No material amounts were reflected in the Company’s consolidated financial statements for the years ended December 31, 2021 and 2020 related to these indemnifications. The Company has not estimated the maximum potential amount of indemnification liability under these agreements due to the limited history of prior claims and the unique facts and circumstances applicable to each particular agreement. To date, the Company has not made any payments related to these indemnification agreements. Product warranties The Company warrants certain of its products to be free of defects generally for a period of three years. The Company estimates its warranty costs based on historical warranty claim experience and includes such costs in cost of net revenues. Warranty costs were not material for the years ended December 31, 2021 and 2020. Legal On June 3, 2020, Peraso Tech applied for and obtained an order under the Companies’ Creditors Arrangement Act (the CCAA), providing certain relief. Pursuant to the Initial Order issued by the Ontario Superior Court of Justice (Commercial List) (the Court), Ernst & Young Inc. was appointed as the Monitor (the Monitor) of Peraso Tech. In addition, the Monitor, in its capacity as foreign representative, filed a voluntary petition in the United States under Chapter 15 of the U.S. Bankruptcy Code, seeking recognition of the CCAA proceeding. On October 14, 2020, the Court approved a settlement agreement (the Settlement Agreement) as between Ubiquiti Inc. and Peraso Tech. On October 22, 2020, following the satisfaction of certain conditions precedent, the Settlement Agreement (including all agreements incorporated as schedules thereto) became fully effective. The terms of the settlement agreement are subject to confidentiality. On October 28, 2020, the Court granted an order authorizing the termination of Peraso Tech’s CCAA proceedings upon the completion of certain defined steps. On November 2, 2020, Peraso Tech provided written notice to the Monitor that these steps had been completed and, as contemplated in the CCAA Termination Order dated October 28, 2020 (the CCAA Termination Order), the Monitor served a Monitor’s Certificate on the service list that had the effect of, inter alia: terminating the CCAA proceedings and the Stay Period referred to in the Initial Order; discharging Ernst & Young Inc. from its duties as the Monitor; releasing certain claims in favor of the Monitor and its counsel, with certain exceptions; and terminating the Administration Charge, the Directors’ Charge, the DIP Lenders’ Charge, the Second DIP Lenders’ Charge, and the Third DIP Lenders’ Charge (as such terms are defined in the CCAA Termination Order). Notwithstanding the discharge of Ernst & Young Inc. as Monitor: • Ernst & Young Inc. will remain Monitor and have the authority to carry out, complete, or address any matters in its role as Monitor that are ancillary or incidental to these CCAA proceedings, including any matter in respect of the Chapter 15 Proceedings (as defined in the CCAA Termination Order); • Ernst & Young Inc. and its counsel will continue to have the benefit of any of the rights, approvals, releases and protections in favor of the Monitor at law or pursuant to the CCAA, the Initial Order, and all other Orders made in these CCAA proceedings; On December 1, 2020 the United States Bankruptcy Court for the Southern District of New York issued an Order that: (i) recognized and gave full force and effect in the United States to the Court’s order approving the Settlement Agreement; and (ii) terminated the Chapter 15 Proceedings. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 11: Debt Loan facilities During 2020, the Company entered into a debtor in possession credit agreement (the DIP Loan) to provide it with financing to fund certain cash requirements during the CCAA proceedings. Proceeds from the DIP Loan totaled $6,150,000. As of December 31, 2020, the full balance of the DIP Loan was fully paid/settled as follows: • $1 million settled against accounts receivable related to an engineering agreement; • $2.55 million converted into convertible debentures (see below); • $100 thousand repaid in cash; and • $2.5 million settled against accounts receivable related to a licensing manufacturing agreement. On November 30, 2020, the Company entered into a loan agreement (the SRED Financing) to raise funds against the Company’s present and after acquired personal property. The proceeds from the first draw totaled $0.6 million (CDN$750,000), which was outstanding at December 31, 2020. On February 5, 2021, March 5, 2021 and September 17, 2021 the Company raised additional funds from the second, third and fourth draws under the SRED financing of $274,715 (CDN$350,000), $274,715 (CDN$350,000) and $745,655 (CDN$950,000) respectively, totaling year to date gross proceeds of $1,295,085 (CDN$1,650,000) net of financing fees of $32,770 (CDN$41,750). The loan agreement for all tranches carried an interest rate of 1.6% per month, compounded monthly (20.98%). The loan was sanctioned against the Company’s tax credit refund. The first, second and third draws, including interest of $136,900 (CDN$174,417), were repaid through proceeds from the Company’s tax credit refund of $1,093,230 (CDN$ 1,392,831) and the balance of $184,558 (CDN$ 235,132) was paid from the fourth draw. The remaining loan balance, including interest, of $816,964 (CDN$1,044,177) was repaid on December 16, 2021. Interest expense on the SRED Financing amounted to $209,856 and $6,193 for the years ended December 31, 2021 and 2020, respectively. Convertible debentures At December 31, 2020, convertible debentures consisted of the following: (amounts in thousands) 2021 6% Convertible debentures due December 31, 2023 $ 8,183 Accrued interest 322 Total obligation 8,505 Debt discount (4,183 ) Net $ 4,322 In December 2019, the Company entered into convertible debenture agreements with a total principal amount of $1.7 million due on June 30, 2025. In March 2020, the maturity date was amended to December 31, 2023. The convertible debentures had an interest rate of 6% per annum and were secured by the Company’s assets. Finance fees incurred for the issuance of the convertible debentures amounting to $73,608 were recorded as a debt discount. The Company also granted to a note holder warrants to purchase 53,312 common shares of the Company. The fair value of these warrants of $45,971 was initially recorded as liability and debt discount. During March 2020, the Company entered into additional convertible debenture agreements with a total principal amount of $3.9 million due on December 31, 2023. The convertible debentures had an interest rate of 6% per annum and were secured by the Company’s assets. Finance fees amounting to $0.4 million incurred for the issuance of the convertible debentures were recorded as debt discount. The Company also granted to the note holders warrants to purchase 2,160,215 common shares of the Company. The fair value of these warrants of $1,707,943 was initially recorded as liability and debt discount. During October 2020, the Company settled a portion of its DIP Loan amounting to $2.6 million through the issuance of convertible debentures with a maturity date of December 31, 2023. The convertible debentures had an interest rate of 6% per annum and were secured by the Company’s assets. The Company also granted to the noteholders warrants to purchase 4,468,280 common shares of the Company. The fair value of these warrants of $3.6 million was initially recorded as liability and debt discount up to the face value of the convertible debt, and a finance expense of $1.0 million was recorded in the statement of operations for the year ended December 31, 2020 for the remaining portion. During April 2021, the Company entered into convertible debenture agreements with a total principal amount of $5.9 million due on December 31, 2023. The convertible debentures carried an interest rate of 6% per annum and were secured by the Company’s assets. Finance fees incurred for the issuance of the convertible debentures amounting to $0.4 million were recorded as a debt discount, resulting in net cash proceeds to the Company of $5.5 million. Per terms of the convertible debenture agreements, upon the closing of an equity financing, all of the outstanding principal and accrued interest shall convert at a price equal to the lower of CDN$0.15 (USD$0.12) and 80% of the per share price paid by the investors in such financing. The Company also granted to the note holders warrants to purchase 2,947,058 common shares of the Company. The fair value of these warrants of $2.6 million was initially recorded as a liability and debt discount. The debt discount on the convertible debentures was amortized over the term of the related convertible debentures. For the years ended December 31, 2021 and 2020, the amortization of the debt discount amounted to $2.1 million and $0.6 million, respectively. On December 16, 2021, per the Arrangement Agreement the principal balance and accrued interest thereon on all the outstanding convertible debentures were converted into Peraso Shares at a price equal CDN$0.15, or USD$0.12. The recorded debt discount was amortized to interest expense using the effective interest rate method over the terms of the related convertible debentures. During the years ended December 31, 2021 and 2020, the amortization of the debt discount amounted to $2.1 million and $0.6 million, respectively. For the years ended December 31, 2021 and 2020, interest expense on the convertible debentures amounted to $0.7 million and $0.3 million, respectively. |
The Company and Summary of Si_2
The Company and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year ends on December 31 of each calendar year. |
Going Concern | Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements. At issuance of the Company’s financial statements for the year ended December 31, 2020, management had determined that there was significant doubt as to the ability of the Company to meet its obligations and continue as a going concern. As a result of the Arrangement, which was completed in December 2021, and resulting improved financial position, the Company believes it has sufficient liquidity to meet its obligations as they come due and conduct its business for a period of at least 12 months from the date of issuance of these financial statements. |
Risk and Uncertainties | Risk and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets. |
COVID-19 | COVID-19 The global outbreak of the coronavirus disease 2019 (COVID-19) was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020. This has negatively affected the U.S. and global economy, disrupted global supply chains, significantly restricted travel and transportation, resulted in mandated closures and orders to “shelter-in-place” and created significant disruption of the financial markets. The full extent of the COVID-19 impact on the Company’s operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions taken by U.S. and foreign government agencies to prevent disease spread, all of which are uncertain, out of the Company’s control, and cannot be predicted. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses recognized during the reported period. Material estimates may include assumptions made in determining reserves for uncollectible receivables, inventory write-downs, impairment of long-term assets, purchase price allocations, valuation allowance on deferred tax assets, accruals for potential liabilities and assumptions made in valuing equity instruments. |
Cash Equivalents and Investments | Cash Equivalents and Investments The Company has invested its excess cash in money market accounts, certificates of deposit, corporate debt, government-sponsored enterprise bonds and municipal bonds and considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Investments with original maturities greater than three months and remaining maturities less than one year are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments. Management generally determines the appropriate classification of securities at the time of purchase. All securities are classified as available-for-sale. The Company’s available-for-sale short-term and long-term investments are carried at fair value, with the unrealized holding gains and losses reported in accumulated other comprehensive income (loss). Realized gains and losses and declines in the value judged to be other-than-temporary are included in the other income, net line item in the consolidated statements of operations. The cost of securities sold is based on the specific identification method. |
Fair Value Measurements | Fair Value Measurements The Company measures the fair value of financial instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level 1—Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Level 2—Pricing is provided by third party sources of market information obtained through the Company’s investment advisors, rather than models. The Company does not adjust for, or apply, any additional assumptions or estimates to the pricing information it receives from advisors. The Company’s Level 2 securities include cash equivalents and available-for-sale securities, which consisted primarily of certificates of deposit, corporate debt, and government agency and municipal debt securities from issuers with high-quality credit ratings. The Company’s investment advisors obtain pricing data from independent sources, such as Standard & Poor’s, Bloomberg and Interactive Data Corporation, and rely on comparable pricing of other securities because the Level 2 securities are not actively traded and have fewer observable transactions. The Company considers this the most reliable information available for the valuation of the securities. Level 3—Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment are used to measure fair value. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The determination of fair value for Level 3 investments and other financial instruments involves the most management judgment and subjectivity. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of lease obligations and long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure that its trade receivables balances are not overstated due to uncollectibility. The Company performs ongoing customer credit evaluations within the context of the industry in which it operates and generally does not require collateral from its customers. A specific allowance of up to 100% of the invoice value is provided for any problematic customer balances. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The Company grants credit only to customers deemed creditworthy in the judgment of management. The allowance for doubtful accounts receivable was approximately $61,000 and $85,000 as of December 31, 2021 and 2020, respectively. |
Inventories | Inventories The Company values its inventories at the lower of cost, which approximates actual cost on a first-in, first-out basis, or net realizable value. Costs of inventories primarily consisted of material and third party assembly costs. The Company records inventory reserves for estimated obsolescence or unmarketable inventories based upon assumptions about future demand and market conditions. Once a reserve is established, it is maintained until the product to which it relates is sold or otherwise disposed of. If actual market conditions are less favorable than those expected by management, additional adjustment to inventory valuation may be required. Charges for obsolete and slow-moving inventories are recorded based upon an analysis of specific identification of obsolete inventory items and quantification of slow-moving inventory items. The Company recorded no inventory write-downs for each of the years ended December 31, 2021 and 2020. |
Tax Credits and Receivables | Tax credits and receivables The Company is registered for the Canadian federal and provincial goods and services taxes. As such, the Company is obligated to collect from third parties, and is entitled to claim sales taxes paid on its expenses and capital expenditures incurred in Canada. In addition, the Company is also a part of the Scientific Research and Experimental Development (SR&ED) Program, which uses tax incentives to encourage Canadian businesses of all sizes and in all sectors to conduct research and development (R&D) in Canada. As a part of the program, the Company may be entitled to a receivable in the form of tax credit or incentive. The Company records refundable tax credits as a reduction of expense and receivable when the Company can reasonably estimate the amounts and it is more likely than not, they will be received. A government refund or subsidy that is compensation for expenses or losses already incurred, or for which there are no future related costs, is recognized in the statement of operations in the period in which it becomes receivable. |
Property and Equipment | Property and Equipment Property and equipment are originally recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to six years. Depreciation is recorded in cost of sales and operating expenses in the consolidated statements of operations and comprehensive loss. Leasehold improvements and assets acquired through capital leases are amortized over the shorter of their estimated useful life or the lease term, and related amortization is recorded in operating expenses in the consolidated statements of operations. |
Intangible and Long-lived Assets | Intangible and Long-lived Assets Intangible assets are recorded at cost and amortized on a straight-line method over their estimated useful lives of three to ten years. The Company regularly reviews the carrying value and estimated lives of its long-lived assets and finite-lived intangible asset to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the long-lived asset group over the asset’s fair value. |
Business Combinations | Business combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill to reporting units based on the expected benefit from the business combination. Allocation of purchase consideration to identifiable assets and liabilities affects the amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. |
Goodwill | Goodwill The Company determines the amount of a potential goodwill impairment by comparing the fair value of the reporting unit with its carrying amount. To the extent the carrying value of a reporting unit exceeds its fair value, a goodwill impairment charge is recognized. The Company has determined that it has a single reporting unit for purposes of performing its goodwill impairment test. As the Company uses the market approach to determine the step one fair value of the reporting unit, the price of its common stock is an important component of the fair value calculation. If the Company’s stock price experiences significant price and volume fluctuations, this will impact the fair value of the reporting unit, which can lead to potential impairment in future periods. The Company reviews goodwill for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than the carrying amount as a basis for determining whether it is necessary to perform an impairment test. If the qualitative assessment warrants further analysis, the Company compares the fair value of the reporting unit to its carrying value. The fair value of the reporting unit is determined using the market approach. If the fair value of the reporting unit exceeds the carrying value of net assets of the reporting unit, goodwill is not impaired. If the carrying value of the reporting unit’s goodwill exceeds its fair value, then the Company must record an impairment charge equal to the difference. |
Acquired Intangibles | Acquired intangibles Acquired intangible assets consist of developed technology and customer relationships that are measured at fair value at date of acquisition. In valuing acquired intangible assets, the Company makes assumptions and estimates based in part on projected financial information, which makes assumptions and estimates inherently uncertain, particularly for early-stage technology companies. The significant estimates and assumptions used by the Company in the determination of the fair value of acquired intangible technology assets include the revenue growth rate, the royalty rate and the discount rate. The significant estimates and assumptions used by the Company in the determination of the fair value of acquired customer contract intangible assets include the revenue growth rate and the discount rate. As a result of the judgments that need to be made, the Company obtains the assistance of independent valuation firms. The Company completes these assessments as soon as practical after the closing dates. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. |
Warrants Liability | Warrant liability The Company issued detachable warrants with its preferred shares and convertible debentures. The warrants have exercise prices that are denominated in foreign currency (Canadian dollars or CND) that differs from the Company’s functional currency (United States dollars or USD) and accordingly are accounted for as liability in accordance with ASC No. 815, Derivatives and Hedging |
Leases | Leases Effective January 1, 2019, the Company adopted ASC No. 842, Leases |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board ( Revenue from Contracts with Customers, As described below, the analysis of contracts under ASC 606 supports the recognition of revenue at a point in time, resulting in revenue recognition timing that is materially consistent with the Company’s historical practice of recognizing product revenue when title and risk of loss pass to the customer. The Company generates revenue primarily from sales of integrated circuits and module products, performance of engineering services and licensing of its intellectual property. Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. Product revenue Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied. The majority of the Company's contracts have a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when title and risk of loss have been transferred to the customer, generally at the time of shipment of products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated, formula, list or fixed price. -The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically 60 days or less. The Company may record an estimated allowance, at the time of shipment, for future returns and other charges against revenue consistent with the terms of sale. License and other The Company’s licensing contracts typically provide for royalties based on the licensee’s use of the Company’s memory technology in its currently shipping commercial products. The Company estimates its royalty revenue in the calendar quarter in which the licensee uses the licensed technology. Payments are received in the subsequent quarter. The Company also generates revenue from licensing its technology. The Company recognizes License fee as revenue at the point of time when the control of the license has been transferred and the Company has no continuing performance obligations to the customer. Engineering services revenue Engineering and development contracts with customers generally contain a single performance obligation that is delivered over time. Revenue is recognized using an output method that is consistent with the satisfaction of the performance obligation as a measure of progress. Contract liabilities – deferred revenue The Company’s contract liabilities consist of advance customer payments and deferred revenue. The Company classifies advance customer payments and deferred revenue as current or non-current based on the timing of when the Company expects to recognize revenue. As of December 31, 2021, contract liabilities were in a current position and included in deferred revenue. During the year ended December 31, 2021, the Company had no recognized revenue that had been included in deferred revenue at December 31, 2020 During the year ended December 31, 2020, the Company had no revenue that had been included in deferred revenue at December 31, 2019. See Note 8 for disaggregation of revenue by geography. The Company does not have significant financing components, as payments from customers are typically due within 60 days of invoicing, and the Company has elected the practical expedient to net value financing components that are less than one year. Shipping and handling costs are generally incurred by the customer, and, therefore, are not recorded as revenue. |
Cost of Net Revenue | Cost of Net Revenue Cost of net revenue consists primarily of direct and indirect costs of product sales. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising costs were not significant for the years ended December 31, 2021 and 2020. |
Government Subsidies | Government Subsidies A grant or subsidy that is compensation for expenses or losses already incurred, or for which there are no future related costs, is recognized in the statement of operations in the period in which it becomes receivable. Starting in 2020, certain Canadian businesses, which experienced a drop in revenue during the COVID-19 pandemic, became eligible for a rent and wage subsidy from the government. The Company’s subsidiary, Peraso Tech, began receiving this subsidy on a monthly basis beginning in the fourth quarter of 2020. During the year ended December 31, 2021, the Company recognized payroll subsidies of $1,120,475 as a reduction in the associated wage costs and rent subsidies of $199,235 as a reduction of operating expenses in the consolidated statement of operations. During the year ended December 31, 2020, the Company recognized payroll subsidies of $1,085,066 as a reduction in the associated wage costs and rent subsidies of $89,992 as a reduction of operating expenses in the consolidated statement of operations. In addition, as a Canadian Controlled Private Corporation (CCPA), Peraso Tech was eligible for the Canadian government’s Scientific Research and Experimental Development (SR&ED) refund program, which refunds 35% of eligible costs for Canadian businesses of all sizes and in all sectors to conduct research and development in Canada. The Company records refundable SR&ED credits as a receivable when the Company can reasonably estimate the amounts and it is more likely than not, such amounts will be received. As of December 17, 2021, Peraso Tech ceased to be a CCPA and is no longer eligible for the expenditure refund program. However, it is eligible for a tax credit of 15% on qualified SR&ED expenditures. Unused tax credits can be carried back three years or forward for 20 years. The Company is registered for the Canadian federal and provincial goods and services taxes. As such, the Company is obligated to collect from third parties, and is entitled to claim sales taxes paid on its expenses and capital expenditures incurred in Canada |
Research and Development | Research and Development Engineering costs are recorded as research and development expense in the period incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees. The Company accounts for such grants based on ASC No. 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on a straight-line basis over the vesting period. The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing (Black Scholes) model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes model. The assumptions used in the Black-Scholes model could materially affect compensation expense recorded in future periods. |
Foreign Currency Transactions | Foreign Currency Transactions The functional currency of the Company is the U.S dollar. All foreign currency transactions are initially measured and recorded in an entity’s functional currency using the exchange rate on the date of the transaction. All monetary assets and liabilities are remeasured at the end of each reporting period using the exchange rate at that date. All non-monetary assets and related expense, depreciation or amortization are not subsequently remeasured and are measured using the historical exchange rate. An average exchange rate may be used to recognize income and expense items earned or incurred evenly over a period. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the statement of operations, except for the gains and losses arising from the conversion of the carrying amount of the foreign currency denominated convertible preferred shares into the functional currency that are presented as adjustment to the net loss to arrive at net loss attributable to common stockholders. |
Per-Share Amounts | Per-Share Amounts Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share gives effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of incremental shares of common stock issuable upon the exercise of stock options, vesting of stock awards and purchases under the employee stock purchase plan, conversion of convertible debt and exercise of warrants. The following table sets forth securities outstanding which were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands): December 31, 2021 2020 Escrow Shares 1,815 — Options to purchase common stock 1,558 1,053 Unvested restricted common stock units 88 — Convertible debt — 3,266 Warrants 134 375 Total 3,595 4,694 |
Income Taxes | Income Taxes The Company determines deferred tax assets and liabilities based upon the differences between the financial statement and tax bases of the Company’s assets and liabilities using tax rates in effect for the year in which the Company expects the differences to affect taxable income. A valuation allowance is established for any deferred tax assets for which it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company files U.S. federal and state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2014 through 2018 tax years generally remain subject to examination by U.S. federal and state tax authorities, and the 2010 through 2019 tax years generally remain subject to examination by foreign tax authorities . At December 31, 2021, the Company did not have any material unrecognized tax benefits nor expect its unrecognized tax benefits to change significantly over the next 12 months. The Company recognizes interest related to unrecognized tax benefits as income tax expense and penalties related to unrecognized tax benefits as other income and expense. During the years ended December 31, 2021 and 2020, the Company did not recognize any interest or penalties related to unrecognized tax benefits. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss represents the changes in equity of an enterprise, other than those resulting from stockholder transactions. Accordingly, comprehensive loss may include certain changes in equity that are excluded from net loss. For the years ended December 31, 2021 and 2020, the Company’s comprehensive loss was the same as its net loss. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses In August 2020, the FASB issued ASU No. 2020-06 (ASU 2020-06), Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. |
The Company and Summary of Si_3
The Company and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following table sets forth securities outstanding which were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands): December 31, 2021 2020 Escrow Shares 1,815 — Options to purchase common stock 1,558 1,053 Unvested restricted common stock units 88 — Convertible debt — 3,266 Warrants 134 375 Total 3,595 4,694 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Outstanding Shares of Common Stock | The following table details the outstanding shares of the common stock that were outstanding immediately following the consummation of the Arrangement: Number of shares MoSys common stock outstanding prior to business combination 8,715,910 Common stock issued to Peraso Tech stockholders 3,055,584 Exchangeable Shares issued to Peraso Tech stockholders 7,982,219 Escrow Shares - common stock 502,567 Escrow Shares - Exchangeable Shares 1,312,878 Total shares issued and outstanding 21,569,158 |
Summary of Preliminary Allocation of Purchase Price to Net Assets Acquired | The following table summarizes the preliminary provisional allocation of the purchase price to the net assets acquired based on the respective fair value of the acquired assets and assumed liabilities of the accounting acquiree, which is the Company. The Company believes that information gathered to date provides a reasonable basis for estimating the fair value of assets acquired and liabilities assumed. However, the provisional measurements of fair value set forth below are subject to change. The Company expects to complete the purchase price allocation as soon as practical but no later than one year from the acquisition date. December 31, 2021 Assets: (in thousands) Cash, cash equivalents and investments $ 19,064 Other current assets 2,558 Other assets 833 Intangibles Developed technology (provisional) 5,726 Customer relationships (provisional) 2,556 8,282 Goodwill 9,946 Liabilities: Current liabilities 3,056 $ 37,627 |
Summary of Unaudited Pro Forma Results of Operations | This summary of the unaudited pro forma results of operations is not necessarily indicative of what the Company’s results of operations would have been had Peraso Tech been acquired at the beginning of 2020, nor does it purport to represent results of operations for any future periods. Year ended December 31, 2021 2020 Revenue $ 10,670 $ 15,885 Net loss (19,977 ) (16,077 ) add back: acquisition costs 1,628 — Adjusted net loss $ (18,349 ) $ (16,077 ) |
Consolidated Balance Sheet De_2
Consolidated Balance Sheet Detail (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Consolidated Balance Sheets And Statements Of Operations Components Disclosure [Abstract] | |
Schedule of Inventories/Prepaid/PP&E | December 31, 2021 2020 (in thousands) Inventories: Raw materials $ 879 $ 48 Work-in-process 2,170 885 Finished goods 775 341 $ 3,824 $ 1,274 Prepaid expenses and other: Prepaid inventory and production costs $ 671 $ 329 Prepaid insurance 44 13 Prepaid software 277 508 Prepaid legal 34 113 Other 133 — $ 1,159 $ 963 Property and equipment, net: Equipment, furniture and fixtures and leasehold improvements $ 11,821 $ 11,077 Less: Accumulated depreciation and amortization (9,472 ) (8,456 ) $ 2,349 $ 2,621 |
Schedule of accrued expenses and other | December 31, 2021 2020 (in thousands) Accrued wages and employee benefits $ 506 $ 168 Professional fees, legal and consulting 1,252 287 Insurance 340 — Accrued taxes 190 — Accrued inventory 233 1 Warranty accrual 29 — Other 353 — $ 2,903 $ 456 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Estimated Fair Values of Financial Instruments Outstanding | The estimated fair values of financial instruments outstanding were (in thousands): December 31, 2021 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ 5,893 $ — $ — $ 5,893 Short-term investments 9,276 — (9 ) 9,267 Long-term investments 2,935 — (7 ) 2,928 $ 18,104 $ — $ (16 ) $ 18,088 December 31, 2020 Unrealized Unrealized Fair Cost Gains Losses Value Cash $ 1,712 $ — $ — $ 1,712 |
Schedule of Fair Value Hierarchy for Financial Assets (Cash Equivalents and Investments) | The following table represents the Company’s fair value hierarchy for its financial assets (cash equivalents and investments) as of December 31, 2021 (in thousands): December 31, 2021 Fair Value Level 1 Level 2 Level 3 Money market funds (1) $ 1,159 $ 1,159 $ — $ — Corporate notes and commercial paper $ 12,195 $ — $ 12,195 $ — (1) Included in cash and cash equivalents. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities were (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 5,409 $ 3,031 Reserves, accruals and other 198 239 Depreciation and amortization 917 1,284 Deferred stock based compensation 2,691 2,698 Research and development credit carryforwards 6,675 6,613 Total deferred tax assets 15,890 13,865 Less: Valuation allowance (15,890 ) (13,865 ) Net deferred tax assets, net $ — $ — |
Reconciliation of Income taxes Provided at Federal Statutory Rate to Actual Income Tax Provision (Benefit) | A reconciliation of income taxes provided at the federal statutory rate (21%) to the actual income tax provision is as follows (in thousands): Year Ended December 31, 2021 2020 Income tax benefit computed at U.S. statutory rate $ (1,503 ) $ (794 ) Research and development credits (131 ) (66 ) Amortization of intangible assets (60 ) (60 ) Valuation allowance changes affecting tax provision 1,693 919 Other 1 1 Income tax provision $ — $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Assumptions used in Estimation of Fair Value of the Share-based Payment Awards on the Grant Date | Year Ended December 31, 2021 2020 Risk-free interest rate 1.22% - 1.47% 0.46% - 2.74% Volatility 100% - 132% 104% Expected life (years) 3.0 - 6.25 5.5 - 6.5 Dividend yield 0 % 0 % |
Summary of Stock Option Activity under Plans | A summary of stock option activity under the Plans is presented below (in thousands, except exercise price): Options outstanding Weighted Average Number of Exercise Shares Prices Balance as of January 1, 2020 467 $ 8.20 Options granted 845 $ 2.65 Options cancelled and returned to the Plans (254 ) $ 6.85 Options exercised (5 ) $ 1.77 Balance as of December 31, 2020 1,053 $ 2.54 Options granted 409 $ 3.00 Options exercised (42 ) $ 2.72 Options cancelled and returned to the Plans (20 ) $ 1.72 Effect of business combination 158 $ 10.35 Balance as of December 31, 2021 1,558 $ 3.49 |
Summary of RSU Activity under Plans | A summary of RSU activity under the Plans is presented below (in thousands, except fair value): Weighted Average Number of Grant-Date Shares Fair Value Non-vested shares as of December 31, 2020 — $ 0.00 Granted 30 $ 5.07 Vested (10 ) $ 4.21 Effect of business combination 68 $ 4.21 Non-vested shares as of December 31, 2021 88 $ 4.50 |
Summary of Significant Ranges of Outstanding and Exercisable Options | The following table summarizes significant ranges of outstanding and exercisable options at December 31, 2021 (in thousands, except contractual life and exercise price): Options Outstanding Options Exercisable Weighted Average Remaining Weighted Weighted Contractual Average Average Aggregate Number Life Exercise Number Exercise Intrinsic Range of Exercise Price Outstanding (in Years) Price Exercisable Price value $1.57 - $14.99 1,542 6.64 $ 2.67 552 $ 2.55 $ 908 $15.00 - $25.59 8 1.78 $ 15.00 8 $ 15.00 $ — $25.60 - $143.99 2 3.62 $ 40.15 2 $ 41.81 $ — $144.00 - $409.99 5 4.69 $ 144.00 5 $ 144.00 $ — $410.00 - $924.00 1 3.05 $ 410.00 1 $ 430.64 $ — $1.57 - $924.00 1,558 $ 3.49 568 $ 4.71 $ 908 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Schedule of Movement in Preferred Shares | The following tables summarize the movement in preferred shares for the year ended December 31, 2020. Class A Class B Class C (amounts in thousands) preferred shares preferred shares preferred shares Total Balance at January 1, 2020 124 $ 4,457 1,989 $ 54,831 2,959 $ 58,803 $ 118,091 Dividends accrued 65 796 - 861 Amortization of issuance costs and warrants - 77 728 805 Foreign exchange impact (293 ) (3,601 ) (3,862 ) (7,756 ) Preferred shares converted into Peraso Shares (124 ) (4,229 ) (1,989 ) (52,103 ) (2,959 ) (55,669 ) (112,001 ) Balance at December 31, 2020 - - - - - - - |
Schedule of Warrants Outstanding | At December 31, 2021, the Company had the following warrants outstanding (share amounts in thousands): Warrant Type Number of Shares Exercise Price Expiration Common stock 33 $ 47.00 January 2023 Common stock 101 $ 2.40 October 2023 Warrants classified as liability Warrants outstanding at December 31, 2020 and their respective exercise price and expiration dates, were as follows: Year Issued Number of warrants issued (recast) Exercise price Expiration 2014 27 CDN$1.00 December 31, 2025 2015 4 CDN$1.00 August 31, 2022 2016 19 CDN$1.479 December 31, 2025 2017 7 CDN$1.479 December 31, 2022 2017 15 CDN$1.479 December 31, 2025 2019 3 CDN$1.479 December 31, 2025 2020 98 CDN$0.15 December 31, 2025 2020 202 CDN$0.15 December 31, 2023 Total 375 |
Schedule of Warrant Activity | Warrant activity and the related changes in the estimated fair values during the years ended December 31, 2021 and 2020 were: Number of shares (recast) Amount Balance - December 31, 2019 75 $ 1,501,307 Issued in the year 300 5,300,798 Change in fair value of warrants — (96,267 ) Balance - December 31, 2020 375 6,705,838 Issued in the year 133 2,604,420 Effect of business combination (508 ) (1,208,250 ) Change in fair value of warrants — (8,102,008 ) Balance - December 31, 2021 — $ — |
Business Segment, Concentrati_2
Business Segment, Concentration of Credit Risk and Significant Customers (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from Licensing Technologies, Performance of Engineering Services and Shipment of Products to Customers by Geographical Locations | The Company recognized revenue from licensing of its technologies, performance of engineering services and shipment of products to customers in the following geographical locations (in thousands): Year Ended December 31, 2021 2020 North America $ 1,968 $ 7,727 Hong Kong 2,955 — Taiwan 693 1,351 Rest of world 63 12 Total net revenue $ 5,679 $ 9,090 |
Schedule of Customers Who Accounted for at Least 10% of Total Net Revenue | Customers who accounted for at least 10% of total net revenues were: Year Ended December 31, 2021 2020 Customer A 48 % * Customer B 19 % * Customer C 11 % 12 % Customer D * 55 % Customer E * 27 % * Represents percentage less than 10%. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments under Facility Leases | Future minimum payments under the facility leases at December 31, 2021 are listed in the table below (in thousands). Operating Year ended December 31, lease 2022 $ 409 2023 299 Total future lease payments 708 Less: imputed interest (41 ) Present value of lease liabilities $ 667 |
Schedule of Supplemental Cash Flow Information Related to Operating lease | Year ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for leases $ 286 $ 248 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Convertible Debentures | At December 31, 2020, convertible debentures consisted of the following: (amounts in thousands) 2021 6% Convertible debentures due December 31, 2023 $ 8,183 Accrued interest 322 Total obligation 8,505 Debt discount (4,183 ) Net $ 4,322 |
The Company and Summary of Si_4
The Company and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Maximum specific allowance as percentage of invoice value for problematic customer balances | 100.00% | ||
Allowance for doubtful accounts receivable | $ 61,000,000 | $ 85,000,000 | |
Inventory write-downs | $ 0 | 0 | |
Change in Accounting Principle, Accounting Standards Update, Adopted | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2019 | ||
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201602Member | ||
Lease, Practical Expedients, Package | true | ||
Payment terms | The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically 60 days or less. | ||
Deferred revenue, revenue recognized | $ 0 | 0 | |
Period payments due from customers | 60 days | ||
Revenue, practical expedient, financing component | true | ||
Payroll subsidies | $ 1,120,475 | 1,085,066 | |
Rent subsidies | $ 199,235 | $ 89,992 | |
Scientific research and experimental development cost refund percentage | 35.00% | ||
Scientific research and experimental development cost tax credit eligible percentage | 15.00% | ||
Scientific Research and Experimental Development | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Unused tax credits carried back period | 3 years | ||
Unused tax credits forward period | 20 years | ||
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of property and equipment | 3 years | ||
Estimated useful lives of long-lived assets | 3 years | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of property and equipment | 6 years | ||
Estimated useful lives of long-lived assets | 10 years | ||
Long lived assets measurement period | 1 year |
The Company and Summary of Si_5
The Company and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,595 | 4,694 |
Escrow Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,815 | |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,558 | 1,053 |
RSU's | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 88 | |
Convertible Debt | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,266 | |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 134 | 375 |
Business Combination - Addition
Business Combination - Additional Information (Details) $ / shares in Units, shares in Thousands, d in Thousands | 4 Months Ended | 12 Months Ended | |||
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)d$ / sharesshares | Dec. 15, 2021shares | Dec. 31, 2020shares | Dec. 31, 2019shares | |
Business Acquisition [Line Items] | |||||
Exchangeable shares and common stock | 9,295,097 | 9,295,097 | |||
Common stock, shares issued | 21,579 | 21,579 | 5,241 | ||
Trading days | d | 20 | ||||
Consecutive trading days | d | 30 | ||||
Consecutive trading days per share | $ / shares | $ 8.57 | $ 8.57 | |||
Consideration effectively transferred | $ | $ 37,600,000 | ||||
Revenue from acquisition | $ | $ 263,000 | ||||
Earning from acquisition | $ | $ 74,000 | ||||
Peraso Tech | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares issued | 3,055,584 | ||||
Common Stock | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares issued | 21,579 | 21,579 | 5,241 | 164 | |
Common Stock | Peraso Tech | |||||
Business Acquisition [Line Items] | |||||
Conversion ratio of common stock | 0.045239122387267 | ||||
Equity Method Investment, Ownership Percentage | 61.00% | 61.00% | |||
Peraso Shares [Member] | |||||
Business Acquisition [Line Items] | |||||
Exchangeable shares and common stock | 1,312,878 | 1,312,878 | |||
Common stock, shares issued | 3,558,151 | 3,558,151 | |||
Escrow Shares | |||||
Business Acquisition [Line Items] | |||||
Exchangeable shares and common stock | 502,567 | 502,567 |
Business Combination - Schedule
Business Combination - Schedule of Outstanding Shares of Common Stock (Details) - shares shares in Thousands | Dec. 31, 2021 | Dec. 15, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
MoSys common stock outstanding prior to business combination | 21,579 | 8,715,910 | 5,241 | |
Common stock issued to Peraso Tech stockholders | 21,579 | 5,241 | ||
Total shares issued and outstanding | 21,569,158 | |||
Common Stock | ||||
Business Acquisition [Line Items] | ||||
Common stock issued to Peraso Tech stockholders | 21,579 | 5,241 | 164 | |
Escrow Shares - common stock | 502,567 | |||
Exchangeable Shares | ||||
Business Acquisition [Line Items] | ||||
Escrow Shares - common stock | 1,312,878 | |||
Peraso Tech | ||||
Business Acquisition [Line Items] | ||||
Common stock issued to Peraso Tech stockholders | 3,055,584 | |||
Exchangeable Shares issued to Peraso Tech stockholders | 7,982,219 |
Business Combination - Summary
Business Combination - Summary of Preliminary Allocation of Purchase Price to Net Assets Acquired (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Assets: | |
Cash, cash equivalents and investments | $ 19,064 |
Other current assets | 2,558 |
Other assets | 833 |
Assets acquired | 8,282 |
Goodwill | 9,946 |
Liabilities: | |
Current liabilities | 3,056 |
Assets acquired and liabilities assumed, net | 37,627 |
Developed Technology (provisional) | |
Assets: | |
Intangibles | 5,726 |
Customer Relationships (provisional) | |
Assets: | |
Intangibles | $ 2,556 |
Business Combination - Summar_2
Business Combination - Summary of Unaudited Pro Forma Results of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
Revenue | $ 10,670 | $ 15,885 |
Net loss | (19,977) | (16,077) |
add back: acquisition costs | 1,628 | |
Adjusted net loss | $ (18,349) | $ (16,077) |
Consolidated Balance Sheet De_3
Consolidated Balance Sheet Detail - Schedule of Inventories/Prepaid/PP&E (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventories: | ||
Raw materials | $ 879 | $ 48 |
Work-in-process | 2,170 | 885 |
Finished goods | 775 | 341 |
Total | 3,824 | 1,274 |
Prepaid expenses and other: | ||
Prepaid inventory and production costs | 671 | 329 |
Prepaid insurance | 44 | 13 |
Prepaid software | 277 | 508 |
Prepaid legal | 34 | 113 |
Other | 133 | |
Total | 1,159 | 963 |
Property and equipment, net: | ||
Equipment, furniture and fixtures and leasehold improvements | 11,821 | 11,077 |
Less: Accumulated depreciation and amortization | (9,472) | (8,456) |
Property and equipment, net | $ 2,349 | $ 2,621 |
Consolidated Balance Sheet De_4
Consolidated Balance Sheet Detail - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued expenses and other: | ||
Accrued wages and employee benefits | $ 506 | $ 168 |
Professional fees, legal and consulting | 1,252 | 287 |
Insurance | 340 | |
Accrued taxes | 190 | |
Accrued inventory | 233 | 1 |
Warranty accrual | 29 | |
Other | 353 | |
Total | $ 2,903 | $ 456 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Estimated Fair Values of Financial Instruments Outstanding (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Cost | $ 18,104 | |
Unrealized Gains | 0 | |
Unrealized Losses | (16) | |
Fair Value | 18,088 | |
Cash and Cash Equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 5,893 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 5,893 | |
Cash | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | $ 1,712 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | $ 1,712 | |
Short-term investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 9,276 | |
Unrealized Gains | 0 | |
Unrealized Losses | (9) | |
Fair Value | 9,267 | |
Long-term investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 2,935 | |
Unrealized Gains | 0 | |
Unrealized Losses | (7) | |
Fair Value | $ 2,928 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Fair Value Hierarchy for Financial Assets (Cash Equivalents and Investments) (Details) - Fair Value, Measurements, Recurring $ in Thousands | Dec. 31, 2021USD ($) |
Money market funds | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | $ 1,159 |
Money market funds | Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | 1,159 |
Corporate notes and commercial paper | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | 12,195 |
Corporate notes and commercial paper | Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | $ 12,195 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 18,088,000 | |
Transfer of assets between Level 1 to Level 2 | $ 0 | |
Transfer of assets between Level 2 to Level 1 | 0 | |
Transfer of liabilities between Level 1 to Level 2 | 0 | |
Transfer of liabilities between Level 2 to Level 1 | 0 | |
Level 1 | Corporate notes and commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 400,000 | |
Cash Equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | |
Investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 0 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 5,409 | $ 3,031 |
Reserves, accruals and other | 198 | 239 |
Depreciation and amortization | 917 | 1,284 |
Deferred stock based compensation | 2,691 | 2,698 |
Research and development credit carryforwards | 6,675 | 6,613 |
Total deferred tax assets | 15,890 | 13,865 |
Less: Valuation allowance | $ (15,890) | $ (13,865) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | ||
Increase (decrease) in valuation allowance | $ 2 | $ 1.1 |
Percentage of limitation on federal and state net operating loss carryforwards | 89.00% | |
Percentage of limitation on federal tax credit carryforwards | 88.00% | |
Federal statutory rate | 21.00% | |
Federal | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards, amount | $ 214.1 | |
Net operating loss carryforwards available before expiration | 20.2 | |
Federal | Research and development | ||
Income Taxes [Line Items] | ||
Tax credit carryforwards with expiration | 8.6 | |
State | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards, amount | 134.1 | |
Net operating loss carryforwards available before expiration | 16.7 | |
State | Research and development | ||
Income Taxes [Line Items] | ||
Tax credit carryforwards without expiration | $ 8.4 | |
Earliest Tax Year | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards, expiration year | 2025 | |
Latest Tax Year | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards, expiration year | 2041 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income taxes Provided at Federal Statutory Rate to Actual Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit computed at U.S. statutory rate | $ (1,503) | $ (794) |
Research and development credits | (131) | (66) |
Amortization of intangible assets | (60) | (60) |
Valuation allowance changes affecting tax provision | 1,693 | 919 |
Other | $ 1 | $ 1 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2021 | |
New Employees | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding awards | 0 | ||
Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unamortized compensation cost, net of expected forfeitures | $ 12.2 | ||
Weighted average expected period over which the expense is to be recognized | 3 years 6 months | ||
Fair value of vested options and awards | $ 1 | $ 0.3 | |
Dividend yield (as a percent) | 0.00% | 0.00% | |
Stock options exercised | 20,000 | 5,000 | |
RSU's | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unamortized compensation cost, net of expected forfeitures | $ 0.1 | ||
Weighted average expected period over which the expense is to be recognized | 1 year 9 months 18 days | ||
Equity Incentive Plan 2010 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options granted (in shares) | 0 | ||
Stock Incentive Plan 2019 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares reserved for issuance | 182,500 | 3,106,937 | |
Stock Incentive Plan 2019 | Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Minimum percentage of voting rights required for applicability of a specific expiration term | 10.00% | ||
Maximum expiration term of options granted | 5 years | ||
Term of plan | 10 years | ||
Stock Incentive Plan 2019 | Minimum | Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period of replacement options | 3 years | ||
Stock Incentive Plan 2019 | Maximum | Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period of replacement options | 4 years | ||
Equity Incentive Plan 2019 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options granted (in shares) | 409,000 | 845,000 | |
Shares available for grant | 3,000,000 | ||
Stock options exercised | 42,000 | 5,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used in Estimation of Fair Value of the Share-based Payment Awards on the Grant Date (Details) - Options | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 1.22% | 0.46% |
Risk-free interest rate, maximum | 1.47% | 2.74% |
Volatility | 104.00% | |
Volatility, minimum | 100.00% | |
Volatility, maximum | 132.00% | |
Dividend yield | 0.00% | 0.00% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (years) | 3 years | 5 years 6 months |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (years) | 6 years 3 months | 6 years 6 months |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity under Plans (Details) - Equity Incentive Plan 2019 - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Balance at the beginning of the year (in shares) | 1,053 | 467 |
Options granted (in shares) | 409 | 845 |
Options cancelled and returned to the Plans (in shares) | (20) | (254) |
Options exercised (in shares) | (42) | (5) |
Effect of business combination (in shares) | 158 | |
Balance at the end of the period (in shares) | 1,558 | 1,053 |
Weighted Average Exercise Prices | ||
Balance at the beginning of the year (in dollars per share) | $ 2.54 | $ 8.20 |
Options granted (in dollars per share) | 3 | 2.65 |
Options cancelled and returned to the Plans (in dollars per share) | 1.72 | 6.85 |
Options exercised (in dollars per share) | 2.72 | 1.77 |
Effect of business combination (in dollars per share) | 10.35 | |
Balance at the end of the period (in dollars per share) | $ 3.49 | $ 2.54 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU Activity Under Plans (Details) - Equity Incentive Plan 2019 - RSU's shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Shares | |
Granted (in shares) | shares | 30 |
Vested (in shares) | shares | (10) |
Effect of business combination (in shares) | shares | 68 |
Non-vested shares at the end of the period | shares | 88 |
Weighted Average Grant-Date Fair Value | |
Weighted average grant date fair value | $ 0 |
Granted (in dollars per share) | 5.07 |
Vested (in dollars per share) | 4.21 |
Effect of business combination (in dollars per share) | 4.21 |
Weighted average grant date fair value | $ 4.50 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Significant Ranges of Outstanding and Exercisable Options (Details) - Options $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
$1.57 - $14.99 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower range limit (in dollars per share) | $ 1.57 |
Upper range limit (in dollars per share) | $ 14.99 |
Number Outstanding (in shares) | shares | 1,542 |
Weighted Average Remaining Contractual Life (in Years) | 6 years 7 months 20 days |
Weighted Average Exercise Price (in dollars per share) | $ 2.67 |
Number Exercisable (in shares) | shares | shares | 552 |
Weighted Average Exercise Price (in dollars per share) | $ 2.55 |
Options Outstanding, Aggregate Intrinsic Value | $ | $ 908 |
$15.00 - $25.59 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower range limit (in dollars per share) | $ 15 |
Upper range limit (in dollars per share) | $ 25.59 |
Number Outstanding (in shares) | shares | 8 |
Weighted Average Remaining Contractual Life (in Years) | 1 year 9 months 10 days |
Weighted Average Exercise Price (in dollars per share) | $ 15 |
Number Exercisable (in shares) | shares | shares | 8 |
Weighted Average Exercise Price (in dollars per share) | $ 15 |
$25.60 - $143.99 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower range limit (in dollars per share) | 25.60 |
Upper range limit (in dollars per share) | $ 143.99 |
Number Outstanding (in shares) | shares | 2 |
Weighted Average Remaining Contractual Life (in Years) | 3 years 7 months 13 days |
Weighted Average Exercise Price (in dollars per share) | $ 40.15 |
Number Exercisable (in shares) | shares | shares | 2 |
Weighted Average Exercise Price (in dollars per share) | $ 41.81 |
$144.00 - $409.99 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower range limit (in dollars per share) | 144 |
Upper range limit (in dollars per share) | $ 409.99 |
Number Outstanding (in shares) | shares | 5 |
Weighted Average Remaining Contractual Life (in Years) | 4 years 8 months 8 days |
Weighted Average Exercise Price (in dollars per share) | $ 144 |
Number Exercisable (in shares) | shares | shares | 5 |
Weighted Average Exercise Price (in dollars per share) | $ 144 |
$410.00 - $924.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower range limit (in dollars per share) | 410 |
Upper range limit (in dollars per share) | $ 924 |
Number Outstanding (in shares) | shares | 1 |
Weighted Average Remaining Contractual Life (in Years) | 3 years 18 days |
Weighted Average Exercise Price (in dollars per share) | $ 410 |
Number Exercisable (in shares) | shares | shares | 1 |
Weighted Average Exercise Price (in dollars per share) | $ 430.64 |
$1.57 - $924.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower range limit (in dollars per share) | 1.57 |
Upper range limit (in dollars per share) | $ 924 |
Number Outstanding (in shares) | shares | 1,558 |
Weighted Average Exercise Price (in dollars per share) | $ 3.49 |
Number Exercisable (in shares) | shares | shares | 568 |
Weighted Average Exercise Price (in dollars per share) | $ 4.71 |
Options Outstanding, Aggregate Intrinsic Value | $ | $ 908 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Movement in Preferred Shares (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2020 | |
Class Of Stock [Line Items] | ||
Beginning Balance | $ 118,091,000 | |
Dividends accrued | 861,000 | |
Amortization of issuance costs and warrants | 805,000 | |
Foreign exchange impact | (7,756,000) | |
Preferred shares converted into Peraso Shares | $ (112,001,000) | |
Ending Balance | ||
Class A Preferred Shares | ||
Class Of Stock [Line Items] | ||
Beginning Balance, shares | 124,000 | |
Beginning Balance | $ 4,457,000 | |
Dividends accrued | 65,000 | |
Foreign exchange impact | $ (293,000) | |
Preferred shares converted into Peraso shares, shares | (124,408) | (124,000) |
Preferred shares converted into Peraso Shares | $ (4,229,288) | $ (4,229,000) |
Ending Balance, shares | ||
Ending Balance | ||
Class B Preferred Shares | ||
Class Of Stock [Line Items] | ||
Beginning Balance, shares | 1,989,000 | |
Beginning Balance | $ 54,831,000 | |
Dividends accrued | 796,000 | |
Amortization of issuance costs and warrants | 77,000 | |
Foreign exchange impact | $ (3,601,000) | |
Preferred shares converted into Peraso shares, shares | (1,988,554) | (1,989,000) |
Preferred shares converted into Peraso Shares | $ (52,102,651) | $ (52,103,000) |
Ending Balance, shares | ||
Ending Balance | ||
Class C Preferred Shares | ||
Class Of Stock [Line Items] | ||
Beginning Balance, shares | 2,959,000 | |
Beginning Balance | $ 58,803,000 | |
Amortization of issuance costs and warrants | 728,000 | |
Foreign exchange impact | $ (3,862,000) | |
Preferred shares converted into Peraso shares, shares | (2,958,787) | (2,959,000) |
Preferred shares converted into Peraso Shares | $ (55,668,932) | $ (55,669,000) |
Ending Balance, shares | ||
Ending Balance |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2021 | Dec. 31, 2020$ / sharesshares | Mar. 31, 2020$ / shares | |
Stockholders Equity [Line Items] | |||||
Preferred shares converted into Peraso shares,value | $ 112,001,000 | ||||
Dividends preferred stock outstanding | $ 22,732,543 | ||||
Shares issued of common stock for services | shares | 591,757 | ||||
Fair value of preferred stock | $ 11,133,786 | ||||
Exercise price of warrants | (per share) | $ 0.12 | $ 0.15 | |||
Exercise of warrant purchase | shares | 6,628,495,000 | 6,628,495,000 | |||
Fair value of warrant granted | $ 5,300,000 | ||||
Expected Dividend Rate | |||||
Stockholders Equity [Line Items] | |||||
Warrants and rights outstanding, measurement input | 0 | 0 | 0 | ||
Risk Free Interest Rate | |||||
Stockholders Equity [Line Items] | |||||
Warrants and rights outstanding, measurement input | 0.36 | 0.36 | |||
Expected Volatility | |||||
Stockholders Equity [Line Items] | |||||
Warrants and rights outstanding, measurement input | 104.37 | 104.37 | 104.37 | ||
Exercise Price in USD for CDN$1.00 | |||||
Stockholders Equity [Line Items] | |||||
Exercise price of warrants | $ / shares | $ 0.79 | ||||
Exercise Price in USD for CDN$1.479 | |||||
Stockholders Equity [Line Items] | |||||
Exercise price of warrants | $ / shares | 1.16 | ||||
Exercise Price in USD for CDN$0.15 | |||||
Stockholders Equity [Line Items] | |||||
Exercise price of warrants | $ / shares | $ 0.12 | ||||
Minimum | |||||
Stockholders Equity [Line Items] | |||||
Expected warrant life | 1 year 11 months 1 day | 3 years 2 months 12 days | 1 year 11 months 1 day | ||
Minimum | Risk Free Interest Rate | |||||
Stockholders Equity [Line Items] | |||||
Warrants and rights outstanding, measurement input | 0.37 | ||||
Maximum | |||||
Stockholders Equity [Line Items] | |||||
Expected warrant life | 5 years 3 months | 5 years | 5 years 3 months | ||
Maximum | Risk Free Interest Rate | |||||
Stockholders Equity [Line Items] | |||||
Warrants and rights outstanding, measurement input | 0.38 | ||||
Class A Preferred Shares | |||||
Stockholders Equity [Line Items] | |||||
Preferred shares converted into Peraso shares, shares | shares | 124,408 | 124,000 | |||
Preferred shares converted into Peraso shares,value | $ 4,229,288 | $ 4,229,000 | |||
Class B Preferred Shares | |||||
Stockholders Equity [Line Items] | |||||
Preferred shares converted into Peraso shares, shares | shares | 1,988,554 | 1,989,000 | |||
Preferred shares converted into Peraso shares,value | $ 52,102,651 | $ 52,103,000 | |||
Preferred Class A and B | |||||
Stockholders Equity [Line Items] | |||||
Preferred stock, convertible, conversion price | (per share) | $ 0.72 | $ 1 | |||
Class C Preferred Shares | |||||
Stockholders Equity [Line Items] | |||||
Preferred shares converted into Peraso shares, shares | shares | 2,958,787 | 2,959,000 | |||
Preferred shares converted into Peraso shares,value | $ 55,668,932 | $ 55,669,000 | |||
Preferred stock, convertible, conversion price | (per share) | $ 0.85 | $ 1.18 | |||
Class C Preferred Shares | Minimum | |||||
Stockholders Equity [Line Items] | |||||
Conversion ratio | 1 | ||||
Class C Preferred Shares | Maximum | |||||
Stockholders Equity [Line Items] | |||||
Conversion ratio | 1.25 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Warrants Outstanding (Details) shares in Thousands | Dec. 31, 2020$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019shares |
Class Of Warrant Or Right [Line Items] | |||
Number of Shares | 375 | 375 | 75 |
Exercise Price | (per share) | $ 0.12 | $ 0.15 | |
Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares | 375 | 375 | |
Common Stock Warrant One | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares | 33 | 33 | |
Exercise Price | $ / shares | $ 47 | ||
Expiration | Jan. 31, 2023 | Jan. 31, 2023 | |
Common Stock Warrant Two | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares | 101 | 101 | |
Exercise Price | $ / shares | $ 2.40 | ||
Expiration | Oct. 31, 2023 | Oct. 31, 2023 | |
2014 | Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares | 27 | 27 | |
Exercise Price | $ / shares | $ 1 | ||
Expiration | Dec. 31, 2025 | Dec. 31, 2025 | |
2015 | Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares | 4 | 4 | |
Exercise Price | $ / shares | $ 1 | ||
Expiration | Aug. 31, 2022 | Aug. 31, 2022 | |
2016 | Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares | 19 | 19 | |
Exercise Price | $ / shares | $ 1.479 | ||
Expiration | Dec. 31, 2025 | Dec. 31, 2025 | |
2017 | Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares | 7 | 7 | |
Exercise Price | $ / shares | $ 1.479 | ||
Expiration | Dec. 31, 2022 | Dec. 31, 2022 | |
2017 | Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares | 15 | 15 | |
Exercise Price | $ / shares | $ 1.479 | ||
Expiration | Dec. 31, 2025 | Dec. 31, 2025 | |
2019 | Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares | 3 | 3 | |
Exercise Price | $ / shares | $ 1.479 | ||
Expiration | Dec. 31, 2025 | Dec. 31, 2025 | |
2020 | Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares | 98 | 98 | |
Exercise Price | $ / shares | $ 0.15 | ||
Expiration | Dec. 31, 2025 | Dec. 31, 2025 | |
2021 | Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares | 202 | 202 | |
Exercise Price | $ / shares | $ 0.15 | ||
Expiration | Dec. 31, 2023 | Dec. 31, 2023 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Warrant Activity (Details) - USD ($) shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders Equity Note [Abstract] | ||
Number of shares beginning balance | 375 | 75 |
Number of shares issued in the year | 133 | 300 |
Number of shares effect of business combination | (508) | |
Number of shares ending balance | 375 | |
Beginning Balance | $ 6,705,838 | $ 1,501,307 |
Issued in the year | 2,604,420 | 5,300,798 |
Effect of business combination | (1,208,250) | |
Change in fair value of warrant liability | $ (8,102,008) | (96,267) |
Ending Balance | $ 6,705,838 |
Retirement Savings Plan - Addit
Retirement Savings Plan - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | ||
Minimum age for eligibility to participate in the Savings Plan | 21 years | |
Maximum contribution by the participants (as a percent) | 15.00% | |
Matching contribution by the Company | $ 0 | $ 0 |
Business Segment, Concentrati_3
Business Segment, Concentration of Credit Risk and Significant Customers - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2021SegmentCustomer | Dec. 31, 2020Customer | |
Business Segments | ||
Number of business segments | Segment | 1 | |
Number of measurements of profitability | 1 | |
Accounts receivable | Major customers | Credit concentration | ||
Business Segments | ||
Percentage of concentration risk | 96.00% | 95.00% |
Number of customers | Customer | 3 | 3 |
Business Segment, Concentrati_4
Business Segment, Concentration of Credit Risk and Significant Customers - Schedule of Revenue from Licensing Technologies, Performance of Engineering Services and Shipment of Products to Customers by Geographical Locations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Segments | ||
Total net revenue | $ 5,679 | $ 9,090 |
North America [Member] | ||
Business Segments | ||
Total net revenue | 1,968 | 7,727 |
Hong Kong [Member] | ||
Business Segments | ||
Total net revenue | 2,955 | |
Taiwan [Member] | ||
Business Segments | ||
Total net revenue | 693 | 1,351 |
Rest of world [Member] | ||
Business Segments | ||
Total net revenue | $ 63 | $ 12 |
Business Segment, Concentrati_5
Business Segment, Concentration of Credit Risk and Significant Customers - Schedule of Customers Who Accounted for at Least 10% of Total Net Revenue (Details) - Net Revenues - Customer Concentration | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer A | ||
Significant Customers | ||
Percentage of concentration risk | 48.00% | |
Customer B | ||
Significant Customers | ||
Percentage of concentration risk | 19.00% | |
Customer C | ||
Significant Customers | ||
Percentage of concentration risk | 11.00% | 12.00% |
Customer D | ||
Significant Customers | ||
Percentage of concentration risk | 55.00% | |
Customer E | ||
Significant Customers | ||
Percentage of concentration risk | 27.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments And Contingencies [Line Items] | ||
Lessee, operating lease, discount rate | 8.00% | |
Rent expenses | $ 0.6 | $ 0.6 |
San Jose, California | ||
Commitments And Contingencies [Line Items] | ||
Operating lease expiration period | 2022-07 | |
Toronto, Canada | ||
Commitments And Contingencies [Line Items] | ||
Operating lease expiration period | 2023-12 | |
Waterloo, Canada | ||
Commitments And Contingencies [Line Items] | ||
Operating lease expiration period | 2022-09 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Payments under Facility Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases, Operating [Abstract] | |
2022 | $ 409 |
2023 | 299 |
Total future lease payments | 708 |
Less: imputed interest | (41) |
Present value of lease liabilities | $ 667 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Supplemental Cash Flow Information Related to Operating lease (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows for leases | $ 286 | $ 248 |
Debt - Additional Information (
Debt - Additional Information (Details) | Dec. 16, 2021USD ($)$ / shares | Dec. 16, 2021CAD ($) | Sep. 17, 2021USD ($) | Sep. 17, 2021CAD ($) | Mar. 05, 2021USD ($) | Mar. 05, 2021CAD ($) | Feb. 05, 2021USD ($) | Feb. 05, 2021CAD ($) | Nov. 30, 2020USD ($) | Nov. 30, 2020CAD ($) | Apr. 30, 2021USD ($) | Oct. 31, 2020USD ($)shares | Mar. 31, 2020USD ($)shares | Mar. 05, 2021USD ($) | Mar. 05, 2021CAD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021CAD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)shares | Dec. 31, 2021CAD ($)$ / shares | Dec. 16, 2021$ / shares |
Debt Instrument [Line Items] | |||||||||||||||||||||
Net proceeds from loan facility | $ 1,262,000 | $ 573,000 | |||||||||||||||||||
Change in fair value of warrant liability | (8,102,008) | (96,267) | |||||||||||||||||||
Settlement of debt | 785,000 | 100,000 | |||||||||||||||||||
Amortization of debt discount | $ 2,091,000 | 627,000 | |||||||||||||||||||
Convertible Debt | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Proceeds from financing fund | $ 5,500,000 | ||||||||||||||||||||
Financing fees | $ 400,000 | $ 400,000 | $ 73,608 | ||||||||||||||||||
loan agreement interest rate | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | |||||||||||||||
Debt instrument repaid amount | $ 5,900,000 | $ 3,900,000 | $ 1,700,000 | ||||||||||||||||||
Interest expense on financing | $ 700,000 | 300,000 | |||||||||||||||||||
Convertible debenture due date | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Jun. 30, 2025 | |||||||||||||||
Change in fair value of warrant liability | $ 3,600,000 | $ 1,707,943 | $ 2,600,000 | $ 45,971 | |||||||||||||||||
Settlement of debt | $ 2,600,000 | ||||||||||||||||||||
Finance expense | 1,000,000 | ||||||||||||||||||||
Debt instrument conversion price | (per share) | $ 0.12 | $ 0.15 | |||||||||||||||||||
Debt instrument price paid by investors in financing | 80.00% | 80.00% | |||||||||||||||||||
Amortization of debt discount | $ 2,100,000 | 600,000 | |||||||||||||||||||
Convertible Debt | Maximum | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt instrument conversion price | (per share) | $ 0.12 | $ 0.15 | |||||||||||||||||||
Convertible Debt | Warrants | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Conversion of Convertible Preferred Shares, shares | shares | 4,468,280 | 2,160,215 | 2,947,058 | 2,947,058 | 53,312 | ||||||||||||||||
Debtor-in-Possession | Debtor-in-Possession | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Net proceeds from loan facility | 6,150,000 | ||||||||||||||||||||
Settled against accounts receivable related to engineering agreement | 1,000,000 | ||||||||||||||||||||
Converted into convertible debentures | 2,550,000 | ||||||||||||||||||||
Cash paid | 100,000 | ||||||||||||||||||||
Settled against accounts receivable related to a licensing manufacturing agreement | 2,500,000 | ||||||||||||||||||||
SRED Financing | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Proceeds from financing fund | $ 745,655 | $ 950,000 | $ 274,715 | $ 350,000 | $ 274,715 | $ 350,000 | $ 600,000 | $ 750,000 | $ 1,295,085 | $ 1,650,000 | |||||||||||
Financing fees | $ 32,770 | $ 41,750 | |||||||||||||||||||
loan agreement interest rate | 1.60% | 1.60% | |||||||||||||||||||
Debt instrument compounded interest rate | 20.98% | 20.98% | |||||||||||||||||||
Debt instrument payment of interest | $ 136,900 | $ 174,417 | |||||||||||||||||||
Debt instrument repaid amount | $ 816,964 | $ 1,044,177 | $ 184,558 | $ 235,132 | $ 1,093,230 | $ 1,392,831 | |||||||||||||||
Interest expense on financing | $ 209,856 | $ 6,193 |
Debt - Summary of Convertible D
Debt - Summary of Convertible Debentures (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Convertible debentures | $ 4,322 | |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Convertible debentures | $ 8,183 | |
Accrued interest | 322 | |
Total obligation | 8,505 | |
Debt discount | (4,183) | |
Net | $ 4,322 |
Debt - Summary of Convertible_2
Debt - Summary of Convertible Debentures (Parenthetical) (Details) - Convertible Debt | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2021 | Oct. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||
loan agreement interest rate | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% |
Convertible debenture due date | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Jun. 30, 2025 |