QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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(Address of principal executive offices)
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(Zip code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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||
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||
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Large accelerated filer
|
☐
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Accelerated filer
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☐
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☒
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Smaller reporting company
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Emerging growth company
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|
• |
our ability to maintain the listing of our shares of common stock and warrants on Nasdaq;
|
• |
our ability to raise financing in the future;
|
• |
our success in retaining or recruiting officers, key employees or directors;
|
• |
factors relating to our business, operations and financial performance, including:
|
o |
our ability to control the costs associated with our operations;
|
o |
our ability to grow and manage growth profitably;
|
o |
our reliance on complex machinery for our operations and production;
|
o |
the market’s willingness to adopt our technology;
|
o |
our ability to maintain relationships with customers;
|
o |
the potential impact of product recalls;
|
o |
our ability to compete within our industry;
|
o |
our ability to retain key employees;
|
o |
increases in costs, disruption of supply or shortage of raw materials;
|
o |
risks associated with strategic alliances or acquisitions, including our pending acquisition of SerEnergy A/S, a Danish stock corporation (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company (“FES”), each
wholly-owned subsidiaries of F.E.R. Fischer Edelstahlrohre GmbH, including the expected timetable for completing the transaction and our ability to satisfy the closing conditions in the share purchase agreement;
|
o |
the impact of unfavorable changes in U.S. and international regulations;
|
o |
the availability of and our ability to meet the terms and conditions for government grants and economic incentives; and
|
o |
our ability to protect our intellectual property rights;
|
• |
market conditions and global and economic factors beyond our control, including the potential adverse effects of the ongoing global coronavirus (COVID-19) pandemic on capital markets, general economic conditions, unemployment and our
liquidity, operations and personnel;
|
• |
volatility of our stock price and potential share dilution; and
|
• |
future exchange and interest rates.
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Page
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PART I—FINANCIAL INFORMATION
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||
Item 1.
|
3
|
|
3
|
||
4
|
||
5
|
||
6
|
||
10
|
||
11
|
||
Item 2.
|
26
|
|
Item 3.
|
46
|
|
Item 4.
|
47
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PART II—OTHER INFORMATION
|
||
Item 1.
|
49
|
|
Item 1A.
|
49
|
|
Item 2.
|
49
|
|
Item 6.
|
50
|
|
51
|
As of |
||||||||
ASSETS
|
June 30, 2021
(Unaudited)
|
December 31,
2020
|
||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Accounts receivable
|
|
|
||||||
Due from related parties
|
|
|
||||||
Contract assets
|
|
|
||||||
Inventories
|
|
|
||||||
Prepaid expenses and Other current assets
|
|
|
||||||
Total current assets
|
|
|
||||||
Non-current assets: |
||||||||
Goodwill and intangibles, net
|
|
|
||||||
Property and equipment, net
|
|
|
||||||
Other non-current assets
|
||||||||
Total non-current assets | ||||||||
Total assets
|
$
|
|
$
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)
|
||||||||
Current liabilities:
|
||||||||
Trade and other payables
|
$
|
|
$
|
|
||||
Due to related parties
|
|
|
||||||
Deferred income from grants, current
|
|
|
||||||
Contract liabilities
|
|
|
||||||
Other current liabilities
|
|
|
||||||
Income tax payable
|
|
|
||||||
Total current liabilities
|
|
|
||||||
Non-current liabilities: | ||||||||
Warrant liability
|
|
|
||||||
Deferred income from grants, non-current
|
|
|
||||||
Other long-term liabilities
|
|
|
||||||
Total non-current liabilities | ||||||||
Total liabilities
|
|
|
||||||
Commitments and contingent liabilities
|
|
|
||||||
Stockholders’ equity / (deficit)
|
||||||||
Common stock ($
|
|
|
||||||
Preferred stock ($
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated other comprehensive (loss) / income
|
(
|
)
|
|
|||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total stockholders’ equity / (deficit)
|
|
(
|
)
|
|||||
Total liabilities and stockholders’ equity / (deficit)
|
$
|
|
$
|
|
|
Three months ended June 30,
(Unaudited)
|
Six months ended June 30,
(Unaudited)
|
||||||||||||||
|
2021
|
2020
|
2021 |
2020 |
||||||||||||
Revenue, net
|
$
|
|
$
|
|
$ | $ | ||||||||||
Cost of revenues
|
(
|
)
|
(
|
)
|
( |
) | ( |
) | ||||||||
Gross profit / (loss)
|
|
(
|
)
|
|||||||||||||
Income from grants
|
|
|
||||||||||||||
Research and development expenses
|
(
|
)
|
|
( |
) | ( |
) | |||||||||
Administrative and selling expenses
|
(
|
)
|
(
|
)
|
( |
) | ( |
) | ||||||||
Amortization of intangibles
|
|
|
( |
) | ||||||||||||
Operating loss
|
(
|
)
|
(
|
)
|
( |
) | ( |
) | ||||||||
Finance costs
|
(
|
)
|
(
|
)
|
( |
) | ( |
) | ||||||||
Fair value change of warrant liability
|
|
|
||||||||||||||
Foreign exchange differences, net
|
(
|
)
|
|
( |
) | |||||||||||
Other income / (expenses), net
|
|
|
( |
) | ||||||||||||
Loss before income tax
|
(
|
)
|
(
|
)
|
( |
) | ( |
) | ||||||||
Income tax
|
|
(
|
)
|
( |
) | |||||||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$ | ( |
) | $ | ( |
) | ||||
Net loss per share |
||||||||||||||||
Basic loss per share
|
(
|
)
|
(
|
)
|
( |
) | ( |
) | ||||||||
Basic weighted average number of shares
|
|
|||||||||||||||
Diluted loss per share
|
(
|
)
|
(
|
)
|
( |
) | ( |
) | ||||||||
Diluted weighted average number of shares
|
|
|
Three months ended June 30,
(Unaudited)
|
Six months ended June 30,
(Unaudited)
|
|||||||||||||||
2021
|
2020
|
2021 | 2020 |
|||||||||||||
Net loss
|
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Other comprehensive income / (loss), net of tax effect:
|
||||||||||||||||
Foreign currency translation adjustment
|
(
|
)
|
|
( |
) | ( |
) | |||||||||
Total other comprehensive income / (loss)
|
(
|
)
|
|
( |
) | ( |
) | |||||||||
Comprehensive loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$ | ( |
) | $ | ( |
) |
Three Months Ended June 30, 2021
|
||||||||||||||||||||||||||||||||||||||||
Preferred
Stock Series A Shares |
Amount
|
Preferred Stock
Series Seed Shares |
Amount
|
Common Stock
Shares |
Amount
|
Additional Paid-in
Capital |
Accumulated
Deficit |
Accumulated
OCI |
Total Stockholders'
(Deficit) Equity |
|||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2021 (Unaudited)
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
||||||||||||||||||||||
Business combination and PIPE financing (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Share capital increase from warrants exercise (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Stock based compensation expense (Unaudited)
|
-
|
|
-
|
|
-
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Net loss (Unaudited)
|
-
|
|
-
|
|
-
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||||||
Other comprehensive loss (Unaudited)
|
-
|
|
-
|
|
-
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||
Balance as of June 30, 2021 (Unaudited)
|
|
$
|
|
|
$
|
|
|
$
|
|
|
(
|
)
|
$
|
(
|
)
|
$
|
|
Six Months Ended June 30, 2021 | ||||||||||||||||||||||||||||||||||||||||
Preferred
Stock
Series A Shares
|
Amount
|
Preferred
Stock
Series Seed
Shares
|
Amount
|
Common
Stock
Shares
|
Amount
|
Additional Paid-in
Capital
|
Accumulated
Deficit
|
Accumulated
OCI
|
Total Stockholders'
(Deficit) Equity
|
|||||||||||||||||||||||||||||||
Balance as of December 31, 2020
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
|||||||||||||||||||||
Retroactive application of recapitalization (Unaudited)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|||||||||||||||||||||||||
Adjusted balance, beginning of period (Unaudited)
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||||||
Business combination and PIPE financing (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Share capital increase from warrants exercise (Unaudited) |
||||||||||||||||||||||||||||||||||||||||
Stock based compensation expense (Unaudited) |
- | - | - | |||||||||||||||||||||||||||||||||||||
Net loss (Unaudited)
|
-
|
|
-
|
|
-
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||||||
Other comprehensive loss (Unaudited) |
-
|
|
-
|
|
-
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||
Balance as of June 30, 2021 (Unaudited)
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
(
|
)
|
$
|
(
|
)
|
$
|
|
Three Months Ended June 30, 2020 | ||||||||||||||||||||||||||||||||||||||||
Preferred
Stock Series A Shares |
Amount
|
Preferred Stock
Series Seed Shares |
Amount
|
Common Stock
Shares |
Amount
|
Additional Paid-in
Capital |
Accumulated
Deficit |
Accumulated
OCI |
Total Stockholders'
(Deficit) Equity |
|||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2020 (Unaudited)
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
||||||||||||||||||||||
Retroactive application of recapitalization (Unaudited)
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|
|
|
||||||||||||||||||||||||||||
Issuance of non-vested stock awards* (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Repurchase of shares* (Unaudited)
|
|
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||||||||||||||
Recognition of stock grant plan (Unaudited)
|
-
|
|
-
|
|
-
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Net loss (Unaudited)
|
-
|
|
-
|
|
-
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||||||
Other comprehensive loss (Unaudited)
|
-
|
|
-
|
|
-
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Balance as of June 30, 2020 (Unaudited)
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
Six Months Ended June 30, 2020 | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock
Series A Shares
|
Amount
|
Preferred
Stock
Series Seed
Shares
|
Amount
|
Common
Stock
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Accumulated
Deficit |
Accumulated
OCI |
Total
Stockholders' (Deficit)
Equity
|
|||||||||||||||||||||||||||||||
Balance as of December 31, 2019
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
|||||||||||||||||||||
Retroactive application of recapitalization (Unaudited)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
|
|
|
|||||||||||||||||||||||||||
Adjusted balance, beginning of period (Unaudited)
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||||||
Issuance of preferred stock* (Unaudited)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Issuance of non-vested stock awards* (Unaudited) | ||||||||||||||||||||||||||||||||||||||||
Repurchase of shares* (Unaudited) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Recognition of stock grant plan (Unaudited) |
- | - | - | |||||||||||||||||||||||||||||||||||||
Net loss (Unaudited)
|
-
|
|
-
|
|
-
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||||||
Other comprehensive loss (Unaudited)
|
-
|
|
-
|
|
-
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||
Balance as of June 30, 2020 (Unaudited)
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
*
|
Six months ended June 30,
(Unaudited)
|
||||||||
2021
|
2020
|
|||||||
Net Cash used in Operating Activities
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Cash Flows from Investing Activities:
|
||||||||
Purchases of property and equipment
|
(
|
)
|
(
|
)
|
||||
Advances for the acquisition of property and equipment |
( |
) | ||||||
Acquisition of a subsidiary, net of cash acquired
|
(
|
)
|
|
|||||
Net Cash used in Investing Activities
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Cash Flows from Financing Activities:
|
||||||||
Business Combination and PIPE financing, net of issuance costs paid
|
|
|
||||||
Proceeds of issuance of preferred stock
|
|
|
||||||
Proceeds from issuance of non-vested stock awards |
||||||||
Repurchase of shares |
( |
) | ||||||
Proceeds of issuance of common stock and paid-in capital from warrants exercise |
||||||||
State loan proceeds |
||||||||
Repayment of convertible promissory notes
|
|
(
|
)
|
|||||
Net Cash provided by Financing Activities
|
$
|
|
$
|
|
||||
Net increase in cash and cash equivalents
|
$
|
|
$
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
(
|
)
|
(
|
)
|
||||
Cash and cash equivalents at the beginning of the period
|
|
|
||||||
Cash and cash equivalents at the end of the period
|
$ |
|
$
|
|
||||
Supplemental Cash Flow Information | ||||||||
Non-cash Operating Activities: | ||||||||
Recognition of stock grant plan | $ | $ |
1. |
Basis of presentation
|
(a) |
Overview
|
(b) |
Unaudited Condensed Consolidated Financial Statements
|
2. |
Summary of Significant Accounting Policies:
|
(a)
|
Business acquisitions, Goodwill
and Intangible Assets
|
(b) |
Warrants
|
(c) |
Fair Value of Financial Instruments
|
Warrant Liability
|
||||
Estimated fair value at February 4, 2021
|
$
|
|
||
Change in estimated fair value
|
$
|
(
|
)
|
|
Estimated fair value at June 30, 2021
|
$
|
|
Stock price
|
$
|
|
||
Exercise price (strike price)
|
$
|
|
||
Risk-free interest rate
|
|
%
|
||
Volatility
|
|
%
|
||
Remaining term (in years)
|
(d) |
Earnings / (Loss) Per Share
|
(e) |
Stock-based Compensation
|
(f)
|
Recent Accounting pronouncements
|
3. |
Business Combination
|
(a)
|
AMCI Acquisition Corp.
|
Recapitalization
|
||||
Cash- AMCI’s trust and cash (net of redemptions)
|
$
|
|
||
Cash – PIPE plus interest
|
|
|||
Less transaction costs and advisory fees paid
|
(
|
)
|
||
Less non-cash warrant liability assumed |
( |
) | ||
Net Business Combination and PIPE financing
|
$
|
|
Recapitalization
|
||||
Class A Common A stock of AMCI, outstanding prior to Business Combination
|
|
|||
Less Redemption of AMCI shares
|
(
|
)
|
||
Class B Common Stock of AMCI, outstanding prior to Business Combination
|
|
|||
Shares issued in PIPE
|
|
|||
Business Combination and PIPE financing shares
|
|
|||
Legacy Advent Shares
|
|
|||
Total shares of Common Stock immediately after Business Combination
|
|
(b)
|
UltraCell, LLC
|
Current assets
|
||||
Cash and cash equivalents
|
$
|
|
||
Other current assets
|
|
|||
Total current assets
|
$
|
|
||
Non-current assets
|
|
|||
Total assets
|
$
|
|
||
Current liabilities
|
|
|||
Non-current liabilities
|
|
|||
Total liabilities
|
$
|
|
||
Net assets acquired
|
$
|
|
Cost of investment
|
$
|
|
||
Net assets value
|
|
|||
Consideration to be allocated
|
$
|
|
||
Fair value adjustment - New intangibles
|
||||
Trade name "UltraCell"
|
|
|||
Patented technology
|
|
|||
Total intangibles acquired
|
$
|
|
||
Remaining Goodwill
|
$
|
|
(c) |
Acquisition of
SerEnergy and FES
|
4. |
Related party disclosures:
|
June 30, 2021
(Unaudited)
|
December 31,
2020
|
|||||||
Due to related parties
|
Unpaid
compensation
cost
|
Unpaid
compensation
cost
|
||||||
Vassilios Gregoriou
|
$
|
|
$
|
|
||||
Emory Sayre De Castro |
|
|
||||||
Christos Kaskavelis | ||||||||
Charalampos Antoniou | ||||||||
Total
|
$
|
|
$
|
|
June 30, 2021
(Unaudited)
|
December 31,
2020
|
|||||||
Due from related parties
|
Prepayment
|
Prepayment
|
||||||
Charalampos Antoniou
|
$
|
|
$
|
|
||||
Vassilios Gregoriou | ||||||||
Emory Sayre De Castro | ||||||||
Christos Kaskavelis | ||||||||
Total
|
$
|
|
$
|
|
5. |
Inventories:
|
June 30, 2021
(Unaudited)
|
December 31,
2020
|
|||||||
Raw materials and supplies
|
$
|
|
$
|
|
||||
Total
|
$
|
|
$
|
|
6. |
Prepaid expenses and other current assets:
|
June 30, 2021
(Unaudited)
|
December 31,
2020
|
|||||||
VAT receivable
|
$
|
|
$
|
|
||||
Grants receivable
|
|
|
||||||
Other current assets
|
|
|
||||||
Prepaid expenses
|
|
|
||||||
Total
|
$
|
|
$
|
|
7. |
Property and equipment, net:
|
8.
|
Other non-current assets:
|
9. |
Trade and other payables:
|
June 30, 2021
(Unaudited)
|
December 31,
2020
|
|||||||
Trade payables and other payables
|
$
|
|
$
|
|
||||
Total
|
$
|
|
$
|
|
10. |
Other current liabilities:
|
June 30, 2021
(Unaudited)
|
December 31,
2020
|
|||||||
Accrued expenses for legal and consulting fees
|
$
|
|
$
|
|
||||
Other accruals and short-term payables
|
|
|
||||||
Total
|
$
|
|
$
|
|
11. |
Private Placement Warrants and Working Capital Warrants:
|
12. |
Stockholders’ Equity / (Deficit):
|
–
|
in whole and not in part;
|
–
|
at a price of $
|
–
|
upon not less than
|
–
|
if, and only if, the reported
last sale price of the Company’s common stock equals or exceeds $
|
–
|
if, and only if, there is a
current registration statement in effect with respect to the shares of common stock underlying such warrants.
|
Assumptions
|
||||
Expected volatility
|
|
%
|
||
Risk-free rate
|
|
%
|
||
Expected term
|
|
Unvested Shares
|
||||||||
Number of Shares
|
Grant Date
Fair Value
|
|||||||
Unvested as of December 31, 2020
|
|
$
|
|
|||||
Granted
|
|
$
|
|
|||||
Unvested as of June 30, 2021
|
|
$
|
|
Unvested Restricted Stock Units
|
||||||||
Number of Shares
|
Grant Date
Fair Value
|
|||||||
Unvested as of December 31, 2020
|
|
$
|
|
|||||
Granted
|
|
$
|
|
|||||
Unvested as of June 30, 2021
|
|
$
|
|
Unvested Restricted Stock
Awards
|
||||||||
Number of Shares
|
Grant Date
Fair Value
|
|||||||
Unvested as of December 31, 2019
|
|
$
|
|
|||||
Granted
|
|
$
|
|
|||||
Unvested as of June 30, 2020
|
|
$
|
|
13.
|
Revenue,
net:
|
Three months ended June 30,
(Unaudited)
|
|
Six months ended June 30,
(Unaudited)
|
||||||||||||||
2021 | 2020 |
|
2021 |
|
, 2020 | |||||||||||
Sales of goods
|
$ |
$ |
$
|
|
$
|
|
||||||||||
Total revenue from contracts with customers
|
$ |
$ |
$
|
|
$
|
|
14. |
Fair value measurement:
|
15. |
Income Taxes
|
16. |
Commitments and contingencies:
|
16.1
|
Litigation
|
16.2 |
Operating Leases
|
17. |
Net income / (loss) per share
|
Three months ended June 30,
(Unaudited)
|
Six months ended June 30,
(Unaudited)
|
|||||||||||||||
2021 |
2020 |
2021
|
2020
|
|||||||||||||
Numerator:
|
||||||||||||||||
Net loss
|
$ | ( |
) | $ | ( |
) |
$
|
(
|
)
|
$
|
(
|
)
|
||||
Denominator:
|
||||||||||||||||
Basic weighted average number of shares
|
|
|
||||||||||||||
Diluted weighted average number of shares
|
|
|
||||||||||||||
Net loss per share:
|
||||||||||||||||
Basic
|
$ | ( |
) | $ | ( |
) |
$
|
(
|
)
|
$
|
(
|
)
|
||||
Diluted
|
$ | ( |
) | $ | ( |
) |
$
|
(
|
)
|
$
|
(
|
)
|
18. |
Subsequent Events
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
• |
Expand U.S.-based operations to increase capacity for MEA testing, development projects and associated research and development activities;
|
• |
Expand Greece-based production facilities to increase and automate MEA assembly and production;
|
• |
Develop improved MEA and other products for both existing and new markets, such as ultra-light MEAs designed for aviation applications, to remain at the forefront of the fast-developing hydrogen economy;
|
• |
Increase business development and marketing activities;
|
• |
Increase headcount in management and head office functions in order to appropriately manage Advent’s increased operations;
|
• |
Improve its operational, financial and management information systems;
|
• |
Obtain, maintain, expand, and protect its intellectual property portfolio; and
|
• |
Operate as a public company.
|
Three months ended June 30,
(Unaudited)
|
||||||||||||||||
2021
|
2020
|
$ change
|
% change
|
|||||||||||||
Revenue, net
|
$
|
1,003,464
|
$
|
200,354
|
$
|
803,110
|
400.85
|
%
|
||||||||
Cost of revenues
|
(669,352
|
)
|
(217,916
|
)
|
(451,437
|
)
|
207.16
|
%
|
||||||||
Gross profit / (loss)
|
334,112
|
(17,562
|
)
|
351,674
|
(2,002.51
|
)%
|
||||||||||
Income from grants
|
85,727
|
54,828
|
30,898
|
56.36
|
%
|
|||||||||||
Research and development expenses
|
(638,753
|
)
|
-
|
(638,753
|
)
|
N/A
|
||||||||||
Administrative and selling expenses
|
(6,595,735
|
)
|
(444,129
|
)
|
(6,151,606
|
)
|
1385.09
|
%
|
||||||||
Amortization of intangibles
|
29,047
|
-
|
29,047
|
N/A
|
||||||||||||
Operating loss
|
(6,785,602
|
)
|
(406,863
|
)
|
(6,378,739
|
)
|
1567.79
|
%
|
||||||||
Finance costs
|
(3,139
|
)
|
(514
|
)
|
(2,625
|
)
|
510.40
|
%
|
||||||||
Fair value change of warrant liability
|
3,645,835
|
-
|
3,645,835
|
N/A
|
||||||||||||
Foreign exchange differences, net
|
(10,839
|
)
|
8
|
(10,848
|
)
|
(133,562.30
|
)%
|
|||||||||
Other income / (expenses), net
|
10,435
|
98,351
|
(87,917
|
)
|
(89.39
|
)%
|
||||||||||
Loss before income tax
|
(3,143,311
|
)
|
(309,017
|
)
|
(2,834,294
|
)
|
917.20
|
%
|
||||||||
Income tax
|
-
|
(3,101
|
)
|
3,101
|
(100.00
|
)%
|
||||||||||
Net loss
|
$
|
(3,143,311
|
)
|
$
|
(312,118
|
)
|
$
|
(2,831,193
|
)
|
907.09
|
%
|
|||||
Net loss per share
|
||||||||||||||||
Basic loss per share
|
(0.07
|
)
|
(0.02
|
)
|
(0.05
|
)
|
N/A
|
|||||||||
Basic weighted average number of shares
|
46,126,490
|
18,736,370
|
N/A
|
N/A
|
||||||||||||
Diluted loss per share
|
(0.07
|
)
|
(0.02
|
)
|
(0.05
|
)
|
N/A
|
|||||||||
Diluted weighted average number of shares
|
46,126,490
|
18,736,370
|
N/A
|
N/A
|
Six months ended June 30,
(Unaudited)
|
||||||||||||||||
2021
|
2020
|
$ change
|
% change
|
|||||||||||||
Revenue, net
|
$
|
2,492,756
|
$
|
300,620
|
$
|
2,192,136
|
729.20
|
%
|
||||||||
Cost of revenues
|
(1,016,695
|
)
|
(283,953
|
)
|
(732,742
|
)
|
258.05
|
%
|
||||||||
Gross profit / (loss)
|
1,476,061
|
16,667
|
1,459,394
|
8,756.02
|
%
|
|||||||||||
Income from grants
|
124,180
|
143,106
|
(18,926
|
)
|
(13.22
|
)%
|
||||||||||
Research and development expenses
|
(667,835
|
)
|
(43,633
|
)
|
(624,202
|
)
|
1,430.57
|
%
|
||||||||
Administrative and selling expenses
|
(14,517,593
|
)
|
(754,434
|
)
|
(13,763,159
|
)
|
1,824.30
|
%
|
||||||||
Amortization of intangibles
|
(157,713
|
)
|
-
|
(157,713
|
)
|
N/A
|
||||||||||
Operating loss
|
(13,742,899
|
)
|
(638,294
|
)
|
(13,104,605
|
)
|
2,053.07
|
%
|
||||||||
Finance costs
|
(13,419
|
)
|
(3,037
|
)
|
(10,381
|
)
|
341.80
|
%
|
||||||||
Fair value change of warrant liability
|
13,411,460
|
-
|
13,411,460
|
N/A
|
||||||||||||
Foreign exchange differences, net
|
13,116
|
(18,579
|
)
|
31,694
|
(170.59
|
)%
|
||||||||||
Other income / (expenses), net
|
94,105
|
(6,210
|
)
|
100,315
|
(1,615.51
|
)%
|
||||||||||
Loss before income tax
|
(237,637
|
)
|
(666,120
|
)
|
428,483
|
(64.33
|
)%
|
|||||||||
Income tax
|
-
|
(3,101
|
)
|
3,101
|
(100.00
|
)%
|
||||||||||
Net loss
|
$
|
(237,637
|
)
|
$
|
(669,221
|
)
|
$
|
431,584
|
(64.49
|
)%
|
||||||
Net loss per share
|
||||||||||||||||
Basic loss per share
|
(0.01
|
)
|
(0.04
|
)
|
0.03
|
N/A
|
||||||||||
Basic weighted average number of shares
|
42,041,473
|
17,623,672
|
N/A
|
N/A
|
||||||||||||
Diluted loss per share
|
(0.01
|
)
|
(0.04
|
)
|
0.03
|
N/A
|
||||||||||
Diluted weighted average number of shares
|
42,041,473
|
17,623,672
|
N/A
|
N/A
|
Six months ended June 30,
(Unaudited)
|
||||||||||||||||
2021
|
2020
|
$ change
|
% change
|
|||||||||||||
Net Cash used in Operating Activities
|
$
|
(16,231,479
|
)
|
$
|
(690,905
|
)
|
$
|
(15,540,574
|
)
|
2,249.31
|
%
|
|||||
Cash Flows from Investing Activities:
|
||||||||||||||||
Purchases of property and equipment
|
(947,846
|
)
|
(64,786
|
)
|
(883,060
|
)
|
1,363.03
|
%
|
||||||||
Advances for the acquisition of property and equipment
|
(2,528,957
|
)
|
-
|
(2,528,957
|
)
|
N/A
|
||||||||||
Acquisition of a subsidiary, net of cash acquired
|
(5,922,871
|
)
|
-
|
(5,922,871
|
)
|
N/A
|
||||||||||
Net Cash used in Investing Activities
|
$
|
(9,399,674
|
)
|
$
|
(64,786
|
)
|
$
|
(9,334,888
|
)
|
14,408.71
|
%
|
|||||
Cash Flows from Financing Activities:
|
||||||||||||||||
Business Combination and PIPE financing, net of issuance costs paid
|
141,120,851
|
-
|
141,120,851
|
N/A
|
||||||||||||
Proceeds of issuance of preferred stock
|
-
|
1,430,005
|
(1,430,005
|
)
|
(100.00
|
)%
|
||||||||||
Proceeds from issuance of non-vested stock awards
|
-
|
12,801
|
(12,801
|
)
|
(100.00
|
)%
|
||||||||||
Repurchase of shares
|
-
|
(34,836
|
)
|
34,836
|
(100.00
|
)%
|
||||||||||
Proceeds of issuance of common stock and paid-in capital from warrants exercise
|
262,177
|
-
|
262,177
|
N/A
|
||||||||||||
State loan proceeds
|
117,490
|
-
|
117,490
|
N/A
|
||||||||||||
Repayment of convertible promissory notes
|
-
|
(500,000
|
)
|
500,000
|
(100.00
|
)%
|
||||||||||
Net Cash provided by Financing Activities
|
$
|
141,500,518
|
$
|
907,970
|
$
|
140,592,548
|
15,484.27
|
%
|
||||||||
Net increase in cash and cash equivalents
|
$
|
115,869,365
|
$
|
152,279
|
$
|
115,717,086
|
75,990.37
|
%
|
||||||||
Effect of exchange rate changes on cash and cash equivalents
|
(276,042
|
)
|
(4,224
|
)
|
(271,818
|
)
|
6,435.08
|
%
|
||||||||
Cash and cash equivalents at the beginning of the period
|
515,734
|
1,199,015
|
(683,281
|
)
|
(56.99
|
)%
|
||||||||||
Cash and cash equivalents at the end of the period
|
$
|
116,109,057
|
$
|
1,347,070
|
$
|
114,761,987
|
8,519.38
|
%
|
• |
identify the contract with a customer,
|
• |
identify the performance obligations in the contract,
|
• |
determine the transaction price,
|
• |
allocate the transaction price to performance obligations in the contract, and
|
• |
recognize revenue as the performance obligation is satisfied.
|
EBITDA and Adjusted EBITDA
|
Three months ended June 30,
(Unaudited)
|
Six months ended June 30,
(Unaudited)
|
||||||||||||||||||||||
(in Millions of US dollars)
|
2021
|
2020
|
$ change
|
2021
|
2020
|
$ change
|
||||||||||||||||||
Net loss
|
$
|
(3.14
|
)
|
$
|
(0.31
|
)
|
(2.83
|
)
|
$
|
(0.24
|
)
|
$
|
(0.67
|
)
|
0.43
|
|||||||||
Depreciation of property and equipment
|
$
|
0.02
|
$
|
0.01
|
0.01
|
$
|
0.03
|
$
|
0.01
|
0.02
|
||||||||||||||
Amortization of intangibles
|
$
|
(0.03
|
)
|
$
|
0.00
|
(0.03
|
)
|
$
|
0.16
|
$
|
0.00
|
0.16
|
||||||||||||
Finance costs
|
$
|
0.00
|
$
|
0.00
|
0.00
|
$
|
0.01
|
$
|
0.00
|
0.01
|
||||||||||||||
Other income / (expenses), net
|
$
|
(0.01
|
)
|
$
|
(0.10
|
)
|
0.09
|
$
|
(0.09
|
)
|
$
|
0.01
|
(0.10
|
)
|
||||||||||
Foreign exchange differences, net
|
$
|
0.01
|
$
|
(0.00
|
)
|
0.01
|
$
|
(0.01
|
)
|
$
|
0.02
|
(0.03
|
)
|
|||||||||||
EBITDA
|
$
|
(3.15
|
)
|
$
|
(0.40
|
)
|
(2.75
|
)
|
$
|
(0.14
|
)
|
$
|
(0.63
|
)
|
0.49
|
|||||||||
Net change in warrant liability
|
$
|
(3.65
|
)
|
$
|
-
|
(3.65
|
)
|
$
|
(13.41
|
)
|
$
|
-
|
(13.41
|
)
|
||||||||||
One-Time Transaction Related Expenses (1)
|
$
|
-
|
$
|
-
|
-
|
$
|
5.87
|
$
|
-
|
5.87
|
||||||||||||||
Adjusted EBITDA
|
$
|
(6.80
|
)
|
$
|
(0.40
|
)
|
(6.40
|
)
|
$
|
(7.68
|
)
|
$
|
(0.63
|
)
|
(7.05
|
)
|
Adjusted Net Loss
|
Three months ended June 30,
(Unaudited)
|
Six months ended June 30,
(Unaudited)
|
||||||||||||||||||||||
(in Millions of US dollars)
|
2021
|
2020
|
$ change
|
2021
|
2020
|
$ change
|
||||||||||||||||||
Net loss
|
$
|
(3.14
|
)
|
$
|
(0.31
|
)
|
(2.83
|
)
|
$
|
(0.24
|
)
|
$
|
(0.67
|
)
|
0.43
|
|||||||||
One-Time Transaction Related Expenses (1)
|
$
|
-
|
$
|
-
|
-
|
$
|
5.87
|
$
|
-
|
5.87
|
||||||||||||||
Net change in warrant liability
|
$
|
(3.65
|
)
|
$
|
-
|
(3.65
|
)
|
$
|
(13.41
|
)
|
$
|
-
|
(13.41
|
)
|
||||||||||
Adjusted Net Loss
|
$
|
(6.79
|
)
|
$
|
(0.31
|
)
|
(6.48
|
)
|
$
|
(7.78
|
)
|
$
|
(0.67
|
)
|
(7.11
|
)
|
Item 1. |
Legal Proceedings.
|
Item 1A. |
Risk Factors.
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Exhibit
Number
|
Description
|
|
Second Amended and Restated Certificate of Incorporation of Advent Technologies Holdings, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2021)
|
||
Amended and Restated Bylaws of Advent Technologies Holdings, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2021)
|
||
Share Purchase Agreement, dated as of June 25, 2021, by and among Advent Technologies Holdings, Inc. and F.E.R. Fischer Edelstahlrohre GmbH (incorporated by reference to the Company’s Current Report on Form
8-K, filed with the SEC on June 25, 2021).
|
||
Separation Agreement and General Release between William Hunter and the Company, dated as of July 1, 2021 (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on July
6, 2021).
|
||
Offer Letter Agreement between Kevin Brackman and the Company, dated as of July 2, 2021 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2021).
|
||
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
101
|
The following materials from the Quarterly Report on Form 10-Q of Advent Technologies Holdings, Inc. formatted in Inline XBRL:
|
|
104
|
The cover page from the Quarterly Report on Form 10-Q of Advent Technologies Holdings, Inc. for the quarter ended June 30, 2021 formatted in Inline XBRL and included as Exhibit 101
|
*
|
Filed herewith
|
+
|
Indicates a management or compensatory plan, contract or arrangement.
|
†
|
This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
|
Date: August 12, 2021
|
ADVENT TECHNOLOGIES HOLDINGS, INC.
|
|
By:
|
/s/ Kevin Brackman
|
|
Kevin Brackman
|
||
Chief Financial Officer
|
||
(Authorized Officer; Principal Financial and Accounting Officer)
|
1. |
I have reviewed this report on Form 10-Q of Advent Technologies Holdings, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
|
Date: August 12, 2021
|
|
/s/ Vassilios Gregoriou
|
|
Vassilios Gregoriou
|
|
Chief Executive Officer and Chairman of the Board
|
1. |
I have reviewed this report on Form 10-Q of Advent Technologies Holdings, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
|
Date: August 12, 2021
|
|
/s/ Kevin Brackman
|
|
Kevin Brackman
|
|
Chief Financial Officer
|
1. |
The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2021 (the “Report”), to which this Certification is attached as Exhibit 32.1, fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 12, 2021
|
|
/s/ Vassilios Gregoriou
|
|
Vassilios Gregoriou
|
|
Chief Executive Officer and Chairman of the Board
|
1. |
The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2021 (the “Report”), to which this Certification is attached as Exhibit 32.2, fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 12, 2021
|
|
/s/ Kevin Brackman
|
|
Kevin Brackman
|
|
Chief Financial Officer
|
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Jun. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Stockholders' equity / (deficit) | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 110,000,000 | 110,000,000 |
Common stock, shares issued (in shares) | 46,128,745 | 25,033,398 |
Common stock, shares outstanding (in shares) | 46,128,745 | 25,033,398 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Revenue, net | $ 1,003,464 | $ 200,354 | $ 2,492,756 | $ 300,620 |
Cost of revenues | (669,352) | (217,916) | (1,016,695) | (283,953) |
Gross profit / (loss) | 334,112 | (17,562) | 1,476,061 | 16,667 |
Income from grants | 85,727 | 54,828 | 124,180 | 143,106 |
Research and development expenses | (638,753) | 0 | (667,835) | (43,633) |
Administrative and selling expenses | (6,595,735) | (444,129) | (14,517,593) | (754,434) |
Amortization of intangibles | 29,047 | 0 | (157,713) | 0 |
Operating loss | (6,785,602) | (406,863) | (13,742,899) | (638,294) |
Finance costs | (3,139) | (514) | (13,419) | (3,037) |
Fair value change of warrant liability | 3,645,835 | 0 | 13,411,460 | 0 |
Foreign exchange differences, net | (10,839) | 8 | 13,116 | (18,579) |
Other income / (expenses), net | 10,435 | 98,351 | 94,105 | (6,210) |
Loss before income tax | (3,143,311) | (309,017) | (237,637) | (666,120) |
Income tax | 0 | (3,101) | 0 | (3,101) |
Net loss | $ (3,143,311) | $ (312,118) | $ (237,637) | $ (669,221) |
Net loss per share | ||||
Basic loss per share (in dollars per share) | $ (0.07) | $ (0.02) | $ (0.01) | $ (0.04) |
Basic weighted average number of shares (in shares) | 46,126,490 | 18,736,370 | 42,041,473 | 17,623,672 |
Diluted loss per share (in dollars per share) | $ (0.07) | $ (0.02) | $ (0.01) | $ (0.04) |
Diluted weighted average number of shares (in shares) | 46,126,490 | 18,736,370 | 42,041,473 | 17,623,672 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS) [Abstract] | ||||
Net loss | $ (3,143,311) | $ (312,118) | $ (237,637) | $ (669,221) |
Other comprehensive income / (loss), net of tax effect: | ||||
Foreign currency translation adjustment | (307,182) | 38,339 | (288,237) | (11,502) |
Total other comprehensive income / (loss) | (307,182) | 38,339 | (288,237) | (11,502) |
Comprehensive loss | $ (3,450,494) | $ (273,779) | $ (525,874) | $ (680,723) |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) |
6 Months Ended | |
---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract] | ||
Net Cash used in Operating Activities | $ (16,231,479) | $ (690,905) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (947,846) | (64,786) |
Advances for the acquisition of property and equipment | (2,528,957) | 0 |
Acquisition of a subsidiary, net of cash acquired | (5,922,871) | 0 |
Net Cash used in Investing Activities | (9,399,674) | (64,786) |
Cash Flows from Financing Activities: | ||
Business Combination and PIPE financing, net of issuance costs paid | 141,120,851 | 0 |
Proceeds of issuance of preferred stock | 0 | 1,430,005 |
Proceeds from issuance of non-vested stock awards | 0 | 12,801 |
Repurchase of shares | 0 | (34,836) |
Proceeds of issuance of common stock and paid-in capital from warrants exercise | 262,177 | 0 |
State loan proceeds | 117,490 | 0 |
Repayment of convertible promissory notes | 0 | (500,000) |
Net Cash provided by Financing Activities | 141,500,518 | 907,970 |
Net increase in cash and cash equivalents | 115,869,365 | 152,279 |
Effect of exchange rate changes on cash and cash equivalents | (276,042) | (4,224) |
Cash and cash equivalents at the beginning of the period | 515,734 | 1,199,015 |
Cash and cash equivalents at the end of the period | 116,109,057 | 1,347,070 |
Non-cash Operating Activities: | ||
Recognition of stock grant plan | $ 702,894 | $ 176,768 |
Basis of presentation |
6 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Jun. 30, 2021 | |||||||
Basis of presentation [Abstract] | |||||||
Basis of presentation |
On February 4, 2021 (“Closing Date”), AMCI Acquisition Corp. (“AMCI”), consummated
the previously announced business combination (the “Business Combination”) pursuant to that certain merger agreement (the “Agreement and Plan of Merger”), dated October 12, 2020, by and among AMCI, AMCI Merger Sub Corp., a Delaware corporation and
newly formed wholly-owned subsidiary of AMCI (“Merger Sub”), AMCI Sponsor LLC (the “Sponsor”), solely in the capacity as the representative from and after the effective time of the Business Combination for the stockholders of AMCI (the “Purchaser
Representative”), Advent Technologies, Inc., a Delaware corporation (“Legacy Advent”), and Vasillios Gregoriou, solely in his capacity as the representative from and after the effective time for the Legacy Advent stockholders (the “Seller
Representative”), as amended by Amendment No. 1 and Amendment No. 2 to the Agreement and Plan of Merger, dated as of October 19, 2020 and December 31, 2020, respectively, by and among AMCI, Merger Sub, Sponsor, Legacy Advent, and Seller
Representative. In connection with the closing of the Business Combination (the “Closing”), AMCI acquired 100% of the stock of Legacy
Advent (as it existed immediately prior to the Closing) and its subsidiaries.
On the Closing Date, and in connection with the closing of the Business
Combination, AMCI changed its name to Advent Technologies Holdings, Inc. (the “Company” or “Advent”). Legacy Advent was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards
Codification (“ASC”) 805. This determination was primarily based on Legacy Advent’s stockholders prior to the Business Combination having a majority of the voting interests in the combined company, Legacy Advent’s operations comprising the ongoing
operations of the combined company, Legacy Advent’s board of directors comprising a majority of the board of directors of the combined company, and Legacy Advent’s senior management comprising the senior management of the combined company.
Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Advent issuing stock for the net assets of AMCI, accompanied by a recapitalization. The net assets of AMCI are stated at historical cost, with no
goodwill or other intangible assets recorded.
While AMCI was the legal acquirer in the Business Combination, because Legacy
Advent was deemed the accounting acquirer, the historical financial statements of Legacy Advent became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the unaudited
condensed consolidated financial statements included in this report reflect (i) the historical operating results of Legacy Advent prior to the Business Combination; (ii) the results of the Company (combined results of AMCI and Legacy Advent)
following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Advent at their historical cost; and (iv) Company’s equity structure for all periods presented.
In accordance with guidance applicable to these circumstances, the equity
structure has been restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s common stock, $0.0001
par value per share (“Common Stock”) issued to Legacy Advent’s stockholders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Advent Preferred Stock
(“Preferred Series A” and “Preferred Series Seed”) and Legacy Advent common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. Activity
within the statement of changes in stockholders’ equity / (deficit) for the issuances of Legacy Advent’s Preferred Stock, were also retroactively converted to Legacy Advent common stock. (Note 3)
On February 18, 2021, the Company, entered into a Membership
Interest Purchase Agreement with Bren-Tronics, Inc. (“Seller”) and UltraCell, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Seller (“UltraCell”) (the “Purchase Agreement”). See Note 3 “Business Combination” accompanying the unaudited condensed consolidated financial statements for additional information.
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management,
all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period
presented are not necessarily indicative of results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes
thereto included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020 included in the Current Report on Form 8-K filed with the SEC on February 9, 2021 (the “Original Form 8-K”), as amended by
Amendment No. 1 to Form 8-K, filed with the SEC on February 9, 2021 (“Amendment No. 1”), as further amended by Amendment No. 2 to Form 8-K, filed with the SEC on March 26, 2021 (“Amendment No. 2”) and as further amended by Amendment No 3 to Form
8-K, filed with the SEC on May 20, 2021 (“Amendment No. 3,” and, the Original Form 8-K, as so amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Super Form 8-K”).
The unaudited condensed consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated.
Certain prior period balances have been reclassified to conform to the current
period presentation in the unaudited condensed consolidated financial statements and the accompanying notes.
Share and per share amounts are presented on a post-conversion basis for all
periods presented, unless otherwise specified.
(c) Going Concern
The unaudited condensed consolidated financial statements have been prepared by
management in accordance with GAAP, assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Accordingly, these
financial statements do not include any adjustments that may result in the event the Company is unable to continue as a going concern.
Beginning in March 2020, the COVID-19 pandemic and the measures imposed to contain
this pandemic have disrupted and are expected to continue to impact the Company’s business. The magnitude of the impact of the COVID-19 pandemic on the Company’s productivity, results of operations and financial position, and its disruption to the
Company’s business (fuel cells sales timeline, realization of income from grants received) will depend in part, on the length and severity of these restrictions and on the Company’s ability to conduct business in the ordinary course.
As of the date of this Quarterly Report on Form 10-Q, the Company’s existing cash
resources are sufficient to support planned operations for the next 12 months. As a result, management believes that the Company’s existing financial resources are sufficient to continue operating activities for at least one year past the issuance
date of the unaudited condensed consolidated financial statements.
|
Summary of Significant Accounting Policies |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies |
There have been no significant changes from the significant
accounting policies disclosed in Note 2 of the “Notes to Consolidated Financial Statements” included in the Super Form 8-K.
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”). As an emerging growth company (“EGC”), the JOBS Act allows the Company to delay adoption of new or revised
accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company elected to use this extended transition period under the JOBS Act until such time the Company is no longer
considered to be an EGC. The Company applied the following new accounting policies:
The Company allocates the fair value of purchase consideration transferred in a
business acquisition 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 transferred over the fair values of these
identifiable assets and liabilities is recorded as goodwill. In case the fair value of purchase consideration transferred is below fair values of these identifiable assets and liabilities, the Company recognizes a gain from a bargain purchase. Such
valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from
acquired licenses, trade names, in process research and development (“R&D”), useful lives and discount rates, patents, customer clientele, customer contracts and know-how. Management’s estimates of fair value are based upon assumptions believed
to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, the Company may record 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 in the consolidated statement of operations.
For significant acquisitions, the Company obtains independent appraisals and
valuations of the intangible (and certain tangible) assets acquired and certain assumed obligations. The Company analyzes each acquisition individually and all acquisitions within each reporting period in aggregate to determine if those are
material acquisitions in the context of ASC 805-10-50.
The estimated fair values and useful lives of identified intangible assets are
based on many factors, including estimates and assumptions of future operating performance and cash flows of the acquired business, estimates of cost avoidance, the nature of the business acquired, the specific characteristics of the identified
intangible assets and our historical experience and that of the acquired business. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including
product demand, market conditions, regulations affecting the business model of our operations, technological developments, economic conditions and competition.
We conduct a goodwill impairment analysis annually in the fourth fiscal quarter,
as of October 1, and as necessary if changes in facts and circumstances indicate that the fair value of our reporting units may be less than their carrying amounts. When indicators of impairment do not exist and certain accounting criteria are
met, we are able to evaluate goodwill impairment using a qualitative approach. When necessary, our quantitative goodwill impairment test consists of two steps. The first step requires that we compare the estimated fair value of our reporting
units to the carrying value of the reporting unit’s net assets, including goodwill. If the fair value of the reporting unit is greater than the carrying value of its net assets, goodwill is not considered to be impaired and no further testing is
required. If the fair value of the reporting unit is less than the carrying value of its net assets, we would be required to complete the second step of the test by analyzing the fair value of its goodwill. If the carrying value of the goodwill
exceeds its fair value, an impairment charge is recorded. Currently, we identify one reporting unit.
The Company may issue or assume common stock warrants with debt, equity or as
standalone financing instruments that are recorded as either liabilities or equity in accordance with the respective accounting guidance. Warrants recorded as equity are recorded at their relative fair value or fair value determined at the issuance
date and remeasurement is not required. Warrants recorded as liabilities are recorded at their fair value, within warrant liability on the consolidated balance sheets, and remeasured on each reporting date with changes recorded in revaluation of
warrant liability on the Company’s consolidated statements of operations.
As a result of the Business Combination, the
Company assumed a warrant liability (the “Warrant Liability”) related to previously issued 3,940,278 warrants, each exercisable to
purchase one share of common stock at an exercise price of $11.50 per share, originally sold to AMCI Sponsor LLC (the “Sponsor”) in a private placement consummated in connection with AMCI’s Initial Public Offering (the “Private Placement Warrants”)
and the 400,000 warrants, each exercisable to purchase one share of common stock at an exercise price of $11.50 per share, converted
from the Sponsor’s non-interest bearing loan to the Company of $400,000 in connection with the closing of the Business Combination (the
“Working Capital Warrants”) (Note 11). The Private Placement Warrants and the Working Capital Warrants have substantially the same terms as the 22,029,279
warrants, each exercisable to purchase one share of common stock at an exercise price of $11.50 per share, issued by AMCI in its Initial Public Offering (the “Public Warrants”).
The Warrant Liability is remeasured to its fair
value at each reporting period and upon settlement. The change in fair value is recognized in revaluation of warrant liability on the consolidated statements of operations. The change in fair value of the warrant liability is as follows:
The estimated fair value
of the Private Placement Warrants and the Working Capital Warrants (each as defined below) is determined using Level 3 inputs by using the Black-Scholes model. The application of the Black-Scholes model requires the use of a number of inputs and
significant assumptions including volatility. Significant judgment is required in determining the expected volatility of our common stock. Due to the limited history of trading of our common stock, we determined expected volatility based on a
peer group of publicly traded companies.
The following table provides quantitative information regarding Level 3 fair value
measurements inputs as their measurement date June 30, 2021:
The Company performs routine procedures such as comparing prices obtained from
independent source to ensure that appropriate fair values are recorded.
Earnings / (Loss) Per Share is computed by dividing earnings
/ (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings / (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or
converted at the beginning of the periods presented, or issuance date, if later. The treasury stock method is used to compute the dilutive effect of warrants.
Stock-based
compensation consists of stock options and restricted stock units (“RSUs”). Stock options and restricted stock units are equity classified and are measured at the fair market value of the underlying stock at the grant date. Under ASC 718, an
entity may recognize compensation cost for an award with only a service condition that has a graded vesting schedule on either (1) an accelerated basis as though each separately vesting portion of the award was, in substance, a separate award or
(2) a straight-line basis over the total requisite service period for the entire award. An entity’s use of either a straight-line or an accelerated attribution method represents an accounting policy election and thus should be applied
consistently to all similar awards. The Company has elected to recognize compensation cost on a straight-line basis over the total requisite service period for the stock options and restricted stock units. This election does not affect the
Company’s previous year results since the Restricted Stock Awards granted in the prior period did not have a service requirement and therefore the stock compensation expense was recognized immediately. The Company has also a policy of accounting
for forfeitures when they occur.
Recently issued accounting pronouncements not yet adopted
In February 2016, the Financial Accounting Standards Board
(“FASB”) issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In
July 2018, ASU 2018-10, Codification Improvements to Topic 842, Leases, was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in July 2018, the FASB issued ASU 2018-11, Leases (Topic
842): Targeted Improvements, which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of
adoption. Additionally, ASU 2019-01, Codification Improvements to Topic 842, Leases and ASU 2020-02, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting
Standards Update No. 2016-02, Leases (Topic 842), provided additional clarifications for implementing ASU 2016.02. The new lease standard was originally effective for private entities on January 1, 2021, with early adoption permitted. Following
the issuance of ASU 2020-05, Effective Dates for Certain Entities (Topic 842), the effective date of Leases was deferred for private entities (the “all other” category) to fiscal years beginning after December 15, 2021, and interim periods within
fiscal years beginning after December 15, 2022. Early application continues to be permitted which means that an entity may choose to implement Leases before those deferred effective dates. The Company is currently evaluating the effect of the
adoption of this guidance on the consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial
Instruments—Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. Furthermore, amendments, ASU 2019-10
and ASU 2019-11 provided additional clarification for implementing ASU 2016-13. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently in the process of evaluating the effect of
this guidance on the consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes
(Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years,
beginning after December 15, 2020 for public entities, with early adoption permitted. ASU 2019-12 is effective for the Company beginning January 1, 2022, taking the exemption allowed for the “emerging growth companies” with early adoption permitted. The Company is currently evaluating
the effects of this guidance on the Company’s financial statements.
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Business Combination |
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Business Combination [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combination |
As detailed in Note 1 on February 4, 2021,
the Company and AMCI consummated the Business Combination pursuant to the terms of the merger agreement, with Advent Legacy surviving the merger as a wholly-owned subsidiary of AMCI. Immediately prior to the closing of the Business Combination, all
shares of outstanding preferred stock Series A and preferred stock Series Seed of Legacy Advent were automatically converted into shares of the Legacy Advent's common stock. Upon the consummation of the Business Combination, each share of Legacy
Advent common stock issued and outstanding was canceled and converted into the right to receive the amount of shares as determined based on the merger consideration of $250 million minus the estimated consolidated indebtedness of Legacy Advent and its subsidiaries as of the consummation of the Business Combination, net of their estimated consolidated cash
and cash equivalents (“Closing Net Indebtedness”) divided by $10.00. The Closing Net Indebtedness was based solely on estimates
determined shortly prior to the closing and was not subject to any post-closing true-up or adjustment.
Upon the closing of the Business
Combination, AMCI's certificate of incorporation was amended and restated to, among other things, authorize the issuance of 111,000,000
shares, of which 110,000,000 shares are shares of common stock, par value $0.0001 per share and 1,000,000 shares are shares of undesignated preferred
stock, par value $0.0001 per share.
In connection with the execution of the
Business Combination Agreement, AMCI entered into separate subscription agreements (each, a "Subscription Agreement") with a number of investors (each a "Subscriber"), pursuant to which the Subscribers agreed to purchase, and AMCI agreed to sell to
the Subscribers, an aggregate of 6,500,000 shares of common stock (the "PIPE Shares"), for a purchase price of $10.00 per share and an aggregate purchase price of $65.0
million, in a private placement pursuant to the subscription agreements (the "PIPE"). The PIPE investment closed simultaneously with the consummation of the Business Combination.
The Business Combination is accounted for as
a reverse recapitalization in accordance with GAAP. Under this method of accounting, AMCI was treated as the "acquired" company for financial reporting purposes. See Note 1 "Basis of Presentation" in the accompanying unaudited condensed
consolidated financial statements for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Advent issuing stock for the net assets of AMCI, accompanied by a recapitalization. The
net assets of AMCI are stated at historical cost, with no goodwill or other intangible assets recorded.
The following table reconciles the elements of
the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity for the six month ended June 30, 2021:
The number of shares of common stock issued immediately
following the consummation of the Business Combination:
On February 18, 2021 (the “acquisition date”), pursuant to the
terms and conditions of the Purchase Agreement, the Company acquired 100% of the issued and outstanding membership units of UltraCell
from Bren-Tronics, Inc. The results of UltraCell’s operations have been included in the unaudited condensed consolidated financial statements since the acquisition date.
The Company has
assessed provisions in ASC 805 and concluded that the UltraCell acquisition should be accounted as an acquisition of a business. The Company evaluated whether substantially all the fair value of the gross assets acquired is concentrated in a
single identifiable asset or a group of similar identifiable assets and concluded that it is not. Since the “substantially all” threshold is not met, the Company further assessed whether the set acquired includes an input and a substantive
process that together significantly contribute to the ability to create outputs. Following its assessment, the Company concluded that the minimum requirements to define UltraCell as a business are met.
UltraCell is an entity specialized in lightweight fuel cells for
the portable power market with mature products and cutting-edge technology.
The acquisition consideration transferred totaled
$6.0 million, of which $4.0
million was cash and $2 million was the fair value of the contingent consideration. The contingent consideration arrangement required
the Company to pay $2 million of additional cash to UltraCell’s former holders of membership interests, if UltraCell entered into
certain customer arrangements for sales of products prior to June 30, 2021. On April 16, 2021 Advent paid the additional consideration based on UltraCell achieving completion of the terms of the contingent consideration.
Assets and liabilities
at acquisition
The assets acquired
and liabilities assumed at the date of acquisition were as follows:
Goodwill arising on
acquisition
The fair value of the
assets acquired and liabilities assumed was based on a Purchase Price Allocation of UltraCell LLC conducted by an independent third party. The intangible assets recognized are the Trade Name “UltraCell” and the Patented Technology. The fair value
measurement of the intangible assets has been performed by applying a combination of market, cost and income approach methods. The Trade Name was valued with the Relief-from-royalty method, which combines market & income approaches. The
royalty rate used for the valuation of the Trade Name was 1.3%, which was determined from the market using databases from completed
transactions at a global level while the discount rate used was 12.6%. The Patented Technology was valued with the multi period excess
earnings method, which is an income approach. The discount rate used for the valuation of the Patented Technology was 11.6%. The Trade
Name has an indefinite useful life while the Patented Technology has a useful life of 10 years.
Included in
goodwill is the value of assembled workforce, which under FASB ASC topic 805, does not meet either the contractual-legal or the separability criterion in order to be separately valued as an intangible asset. As part of the acquisition, the
Company acquired fully trained personnel thereby avoiding the expenditure that would have been required to hire and train equivalent personnel. Therefore, the assemblage cost avoided method was considered the most appropriate method for the
valuation of the assembled workforce. The assembled workforce was valued at $0.19 million and has been included in goodwill.
On June 25, 2021, the Company entered into a Share Purchase
Agreement (the “Purchase Agreement”), with F.E.R. Fischer Edelstahlrohre GmbH, a limited liability company incorporated under the Laws of Germany (the “Seller”), which provides for the Company to acquire (the “Acquisition”) all of the issued and
outstanding equity interests in SerEnergy A/S, a Danish stock corporation and a wholly-owned subsidiary of the Seller (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company and a wholly-owned subsidiary of the Seller
(“FES” and together with SerEnergy, the “Target Companies”) together with certain outstanding shareholder loan receivables.
Pursuant to the Purchase Agreement, the Company will acquire
SerEnergy and FES, the fuel cell systems business of fischer Group. SerEnergy is a leading manufacturer of methanol-powered high-temperature polymer electrolyte membrane (“HT-PEM”) fuel cells and operates facilities in Aalborg, Denmark and in
Manila, Philippines. FES provides fuel-cell stack assembly and testing as well as the production of critical fuel cell components of the SerEnergy HT-PEM fuel cells, including membrane electrode assemblies, bipolar plates and reformers. FES
operates a facility on fischer Group’s campus in Achern, Germany, and Advent has agreed to lease that respective portion of the facility at the closing of the Acquisition.
At the closing of the Acquisition, the Company will pay to the
Seller €52 million subject to customary cash/debt/working capital adjustments, all based on completion accounts. At completion, a portion
of the preliminary consideration will be paid as €15 million in cash (the “Cash Consideration”). The remaining portion of the preliminary
consideration will be paid by shares of common stock of the Company to be issued by the Company to the Seller (the “Share Consideration”), such shares to be valued at the €0 amount of the volume-weighted arithmetic average of the closing prices of the Company’s stock during the last 20 trading days occurring two trading days prior to the
Transactions’ closing (the “Agreed Share Value”). The Share Consideration is capped to shares representing 9.999% of the Company’s
common stock outstanding as of the completion (taking into account the common stock issued as Share Consideration, the “Cap”). In the event the Share Consideration exceeds the Cap, both the Company and the Seller have a right to terminate the
Purchase Agreement upon written notice to the other party. Any balance between the preliminary consideration and the final consideration will be settled either in common shares at the Agreed Share Value or in cash, at the election of the respective
debtor.
The obligation to consummate the Transactions is subject to
satisfaction of the following conditions : (a) The Company has obtained, or is deemed to have obtained, foreign investment control clearance by the German Federal Ministry for Economic Affairs and Energy and, if required, by the Danish Business
Authority and/or Ministry for Industry, Business and Financial Affairs, (b) registration of a short fiscal year with the commercial register of FES, and (c) The Company has delivered to F.E.R. Fischer Edelstahlrohre GmbH (seller) a substantially
final draft of the Registration Statement reasonably satisfactory to the Seller. As of the date of issuing this 10-Q filing the consummation of the purchase has not been reached.
The Purchase Agreement provides for customary termination rights. Either the
Seller or the Buyer may withdraw from the Purchase Agreement prior to closing in particular if (a) not all Closing Conditions have been satisfied within four months after signing of the Purchase Agreement, (b) the Share Consideration exceeds the Cap, (c) the respective other party has failed to perform the closing actions to be performed by it on the closing date and is in default
performing a closing action for more than ten days after closing or (d) if there is an insufficient amount of authorized and unissued
Company stock for the company to pay the Share Consideration to the Seller.
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Related party disclosures |
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Related party disclosures |
The amounts included in the accompanying consolidated balance sheets and
consolidated statements of operations are as follows:
The outstanding
balances as of December 31, 2020 due to/from the Company’s executives and officers relating to unpaid compensation and prepaid services were settled during the first quarter of 2021.
The Company
executives, Vassilios Gregoriou, Christos Kaskavelis, Emory Sayre De Castro, James Coffey and William Hunter, each received a signing bonus and transaction bonus upon the consummation of the merger in an aggregate amount of $5.6 million, which is included in administrative and selling expenses in the statement of operations for the six months period ended June 30, 2021.
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Inventories |
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Inventories [Abstract] | ||||||||||||||||||||||||||||||
Inventories |
Inventories consist of the following:
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Prepaid expenses and Other current assets |
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Prepaid expenses and Other current assets [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepaid expenses and Other current assets |
Prepaid expenses and other current assets are analyzed as follows:
Prepaid expenses as of
June 30, 2021 mainly include prepayments to insurers for directors’ and officers’ insurance services for liabilities that may arise in their capacity as directors and officers of a public entity.
Other current assets
as of June 30, 2021 mainly include advances to suppliers for the acquisition of raw materials and supplies.
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Property and equipment, net |
6 Months Ended | ||
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Jun. 30, 2021 | |||
Property and equipment, net [Abstract] | |||
Property and equipment, net |
During the six-month period ended June 30,
2021, additions to property, plant and equipment of $947,846 include leasehold improvements, machinery, office and other equipment.
Additionally, upon acquisition of UltraCell LLC, the Company acquired property and equipment with a net book value of $9,187 (Note 3).
There are no collaterals or other commitments on the Company’s property and equipment.
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Other non-current assets |
6 Months Ended | ||
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Jun. 30, 2021 | |||
Other non-current assets [Abstract] | |||
Other non-current assets |
Other non-current assets as of June 30, 2021
include advances to suppliers for the acquisition of fixed assets of $2,528,957 and guarantees paid as a security for the rental of
premises of $131,982.
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Trade and other payables |
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Trade and other payables [Abstract] | ||||||||||||||||||||||||||||||
Trade and other payables |
Trade payables include balances of suppliers
and consulting service providers.
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Other current liabilities |
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Other current liabilities [Abstract] | |||||||||||||||||||||||||||||||||||||||
Other current liabilities |
Other current liabilities are analyzed as follows:
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Private Placement Warrants and Working Capital Warrants |
6 Months Ended | ||
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Jun. 30, 2021 | |||
Private Placement Warrants and Working Capital Warrants [Abstract] | |||
Private Placement Warrants and Working Capital Warrants |
In connection with the Business Combination,
the Company has assumed 3,940,278 Private Placement Warrants issued upon AMCI’s Initial Public Offering. In addition, upon the closing
of the Business Combination, the working capital loan provided by AMCI’s Sponsor to AMCI was converted into 400,000 Working Capital
Warrants, which were also assumed. The terms of the Working Capital Warrants are the same as those of the Private Placement Warrants.
As of June 30, 2021, the Company had 4,340,278 Private Placement Warrants and Working Capital Warrants outstanding. Each Private Placement Warrant and Working Capital Warrant entitles
the registered holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, at any time commencing 30
days after the completion of the Business Combination. The Public Warrants will expire five years after the completion of a Business
Combination or earlier upon redemption or liquidation.
The Private Placement Warrants and Working
Capital Warrants are identical to the Public Warrants, except that the Private Placement Warrants and Working Capital Warrants and the common stock issuable upon the exercise of those warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants and
Working Capital Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If those warrants are held by someone other than the initial purchasers or
their permitted transferees, they will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As of June 30, 2021, the Private Placement Warrants and Working Capital Warrants are held by its initial
purchasers.
According to the provisions of the Private Placement Warrants and
Working Capital Warrants warrant agreements, the exercise price and number of shares of common stock issuable upon exercise of those warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization,
reorganization, merger or consolidation. Private Placement Warrants and Working Capital Warrants are classified as liabilities in accordance with the Company’s evaluation of the provisions of ASC 815- 40-15, which provides that a warrant is not
indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant with a fixed exercise price and fixed number of
underlying shares.
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Stockholders' Equity / (Deficit) |
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Stockholders' Equity / (Deficit) |
Shares Authorized
As of June 30, 2021, the Company had
authorized a total of 111,000,000 shares for issuance with 110,000,000 shares designated as common stock, par value $0.0001 per share and
1,000,000 shares designated as preferred stock, par value $0.0001 per share.
Public Warrants
In connection with the Business Combination,
the Company has assumed Public Warrants issued upon AMCI’s Initial Public Offering.
As of March 31, 2021, the Company had 22,052,077 Public Warrants outstanding. Each Public Warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per share, subject
to adjustment, at any time commencing 30 days after the completion of the Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation During the second quarter of 2021, certain warrant
holders exercised their option to purchase an additional 22,798 shares at $11.50. These exercises generated $262,177 additional proceeds to the Company
and increased our shares outstanding by 22,798 shares. Following these exercises, as of June 30, 2021, the Company’s Public Warrants
amounted to 22,029,279.
Once the warrants become exercisable, the Company may redeem the
Public Warrants:
If the Company calls the Public Warrants for
redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable
upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock
at a price below its exercise price. In addition, the warrant agreement provides that in case of a tender offer or exchange that involves 50%
or more of the Company’s stockholders, the Public Warrants may be settled in cash, equity securities or other assets depending on the kind and amount received per share by the holders of the common stock in such consolidation or merger that
affirmatively make such election.
Public Warrants are classified in equity in accordance with
the Company’s evaluation of the provisions of ASC 480 and ASC 815. The Company analyzed the terms of the Public Warrants and concluded that there are no terms that provide that the warrant is not indexed to the issuer’s common stock. The Company
also analyzed the tender offer provision discussed above, and considering that upon the Closing of the Business Combination the Company has a single class of common shares, concluded that the exception discussed in ASC 815-40-25 applies, and thus
equity classification is not precluded.
Compensation Plans
The Company’s Board of Directors and shareholders previously
approved the 2021 Equity Incentive Plan (the “Plan”) to reward certain employees and directors of the Company. The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and
Stock-based Awards. The maximum number of shares of Stock that may be delivered in satisfaction of Awards under the Plan is 6,915,892
shares (the “Initial Share Pool”).
Stock Options
Pursuant to and subject to the terms of the 2021 Equity
Incentive Plan the Company entered into separate Stock Option Agreements with each participant according to which each participant is granted an option (the “Stock Option”) to purchase up to a specific number of shares of Stock set forth in each
agreement with an exercise price of $10.36 per share, which is the market price of Company’s stock at the date of grant of June 11,
2021. The Stock Options are granted to each Participant in connection with their employment with the Company. The Stock Options vest on a graded basis over four years (25 percent each year on February 4). The Company has a policy
of recognizing compensation cost on a straight-line basis over the total requisite service period for the stock options. The Company has recognized compensation cost of $244,814 in respect of Stock Options granted, which is included in administrative and selling expenses in the statement of operations for the six months ended June 30, 2021. The Company has
also a policy of accounting for forfeitures when they occur.
The following table presents the assumptions used to estimate
the fair value of the stock options as of the Grant Date:
The following table
summarizes the activities for our unvested stock options for the six months ended June 30, 2021:
As of June 30, 2021,
there was $12.0 million of unrecognized compensation cost related to unvested stock options. This amount is expected to be recognized
over the remaining vesting period of stock options.
Restricted Stock Units
Pursuant to and
subject to the terms of the 2021 Equity Incentive Plan the Company entered into separate Restricted Stock Units (“RSUs”) with each participant. On June 11, 2021 (the “Date of Grant”) the Company grants to each participant a specific number of
RSUs as set forth in each agreement, giving each participant the conditional right to receive without payment one share of Stock. The
RSUs are granted to each participant in connection with their ongoing employment with the Company. The Company has in place Restricted Stock Unit Agreements that vest within 1 year and Restricted Stock Unit Agreements that vest on a graded basis over four years
(25 percent each year on February 4). The Company has a policy of recognizing compensation cost on a straight-line basis over the
total requisite service period. The Company has recognized compensation cost of $458,080 in respect of RSUs, which is included in
administrative and selling expenses in the statement of operations for the six months ended June 30, 2021. The Company has also a policy of accounting for forfeitures when they occur.
The following table
summarizes the activities for our unvested restricted stock units ("RSUs") for the six months ended June 30, 2021:
As of June 30, 2021, there was $20.6 million of unrecognized compensation cost related
to unvested RSUs. This amount is expected to be recognized over the remaining vesting period of Restricted Stock Unit Agreements.
Stock Grant Plan
On March 26, 2020,
the Company’s Board of Directors and shareholders approved the 2018-2020 Stock Grant Plan (the “2018-2020 Plan”) to reward certain employees and directors of the Company. The maximum aggregate number of shares that was able to be issued under the
Plan was 1,280,199 common shares. The Company entered into separate Restricted Stock Award Agreements with each participant according
to which awards for 1,280,199 non-vested shares of common stock were granted with a purchase price of $0.01 per share. Under the Plan, if the employee ceased to be employed with the Company for any reason prior to December 31, 2020, the Company had a
limited repurchase period to repurchase the granted shares at a price of $0.01 per share. If the Company did not exercise such
repurchase option and unless the Company declined in writing to exercise its repurchase option prior to such time, the repurchase option was automatically deemed exercised at the end of the repurchase window. This limited repurchase right lapsed
upon the occurrence of a liquidation event. Therefore, even if an executive officer were to no longer be employed with the Company as of December 31, 2020, such shares will no longer be subject to the repurchase right contemplated above. The
repurchase feature was deemed equivalent to a forfeiture (vesting) provision. The shares vested over a period ending December 31, 2020. The stock-based compensation was recognized to expenses over the vesting period and based on the fair value of
the shares on the grant date of $0.40. The Company recognized compensation cost of $176,768 in respect of the Restricted Stock Awards granted, which is included in administrative and selling expenses in the statement of operations for the six months ended
June 30, 2020.
The following table
summarizes the activities for our unvested restricted stock awards for the six months ended June 30, 2020:
As of June 30, 2020,
there was $0.3 million of unrecognized compensation cost related to unvested restricted stock awards, which was recognized through
December 31, 2020.
|
Revenue, net |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue, net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue, net |
Revenue, net is analyzed as follows:
As of June 30, 2021 and December 31, 2020
contract assets were $435,164 and $85,930,
respectively. Also, the Company has recognized contract liabilities of $140,940 and $167,761 as of June 30, 2021 and December 31, 2020, respectively.
|
Fair value measurement |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2021 | |||
Fair value measurement [Abstract] | |||
Fair value measurement |
The carrying amounts reflected in the
consolidated balance sheets of cash and cash equivalents, accounts receivables, net, other current assets, trade and other payables, due from/to related parties, other current liabilities and income tax payable approximate their respective fair
values due to the short maturity of these instruments.
|
Income Taxes |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2021 | |||
Income Taxes [Abstract] | |||
Income Taxes |
To calculate the interim tax provision, at
the end of each interim period the Company estimates the annual effective tax rate and applies that to its ordinary quarterly earnings. The effect of changes in the enacted tax laws or rates is recognized in the interim period in which the change
occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and judgments including, but not limited to, the expected operating income for the year, projections of the proportion of income
earned and taxed in foreign jurisdictions, permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income
taxes may change as new events occur, additional information is obtained, or the tax environment changes.
|
Commitments and contingencies |
6 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Jun. 30, 2021 | |||||||
Commitments and contingencies [Abstract] | |||||||
Commitments and contingencies |
The Company is subject to legal and
regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant
judgment about future events.
There is no material pending or threatened
litigation against the Company that remains outstanding as of June 30, 2021.
On February 5, 2021, the Company entered
into a lease agreement by and among the Company, in its capacity as Tenant, and BP Hancock LLC, a Delaware limited liability company, in its capacity as Landlord. The lease provides for the rental by the Company of office space at 200 Clarendon
Street, Boston, MA 02116 for use as the Company’s executive offices. Under the terms of the lease, the Company leases 6,041 square
feet at an initial fixed annual rent of $456,095.50. The term of the lease is for five years (unless terminated as provided in the lease) and commenced on April 1, 2021. The Company provided security in the form of a security deposit in the amount of $114,023.88 which is included in Other non-current assets.
On March 8, 2021, the Company entered into
a lease for 21,401 square feet as a product development and manufacturing center at Hood Park in Charlestown, MA. Under the terms of
the lease, the Company will pay an initial fixed annual rent of $1,498,070.00. The lease has a term of eight years and five months, with an option to extend for five years, and is expected to commence in October 2021. The Company is obliged to provide security in the form of a security deposit in the amount of $750,000.00 before commencement of the lease.
Additionally the Company’s subsidiaries Advent S.A. and
UltraCell LLC have in place rental agreements for the lease of office and factory spaces.
|
Net income / (loss) per share |
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Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income / (loss) per share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income / (loss) per share |
Net income (loss) per share is computed
by dividing net income by the weighted-average number of shares of common stock outstanding during the period of 46,128,745.
The following table sets forth the computation of the basic and diluted net
income / (loss) per share for the three months ended June 30, 2021 and 2020 and the six months ended June 30, 2021 and 2020.
Basic net income
/ (loss) per share is computed by dividing net income/ (loss) for the periods presented by the weighted-average number of common shares outstanding during these periods.
Diluted net income /(loss) per share is computed by dividing the net income /(loss), by the weighted average number of common shares outstanding for the periods,
adjusted for the dilutive effect of shares of common stock equivalents resulting from the assumed exercise of the Public Warrants, Private Placements Warrants, Working Capital Warrants, Stock Options and Restricted Stock Units. The treasury
stock method was used to calculate the potential dilutive effect of these common stock equivalents.
As the Company incurred losses for the three month and six month
periods ended June 30, 2021 and 2020, the effect of including any potential common shares in the denominator of diluted per-share computations would have been anti-dilutive; therefore, basic and diluted losses per share are the same.
|
Subsequent Events |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2021 | |||
Subsequent Events [Abstract] | |||
Subsequent Events |
Former Chief Financial Officer Resignation
On July 1, 2021, William Hunter resigned from his positions as President, Chief Financial Officer
and as a director of the Company, effective immediately. In connection with Mr. Hunter’s resignation, the Company entered into a Separation Agreement and General Release with Mr. Hunter, effective July 1, 2021 (the “Separation and Release
Agreement”). Pursuant to the Separation and Release Agreement, subject to Mr. Hunter’s execution of a release of claims, Mr. Hunter will be entitled to the payments and benefits set forth in the Employment Agreement by and between Mr. Hunter
and the Company dated January 12, 2021 (the “Hunter Employment Agreement”) based on a termination without cause, and accelerated vesting of the unvested portion of the signing bonus Mr. Hunter was granted under the Hunter Employment Agreement.
Mr. Hunter will continue to be subject to certain restrictive covenants pursuant to the terms of the Hunter Employment Agreement and the Separation and Release Agreement.
New Chief Financial Officer Appointment
On July 2, 2021, the Board of Directors of the Company
approved the appointment of Kevin Brackman as Chief Financial Officer of the Company effective July 2, 2021. The Company entered into an offer letter with Mr. Brackman (the “Offer Letter”), pursuant to which Mr. Brackman will receive an
annual base salary of $375,000 and the opportunity to earn a performance-based bonus each year, targeted at 100% of base salary. The Offer Letter also provides for the grant of equity awards in the future and a $40,000 relocation package.
|
Basis of presentation (Policies) |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2021 | |||
Basis of presentation [Abstract] | |||
Overview |
On February 4, 2021 (“Closing Date”), AMCI Acquisition Corp. (“AMCI”), consummated
the previously announced business combination (the “Business Combination”) pursuant to that certain merger agreement (the “Agreement and Plan of Merger”), dated October 12, 2020, by and among AMCI, AMCI Merger Sub Corp., a Delaware corporation and
newly formed wholly-owned subsidiary of AMCI (“Merger Sub”), AMCI Sponsor LLC (the “Sponsor”), solely in the capacity as the representative from and after the effective time of the Business Combination for the stockholders of AMCI (the “Purchaser
Representative”), Advent Technologies, Inc., a Delaware corporation (“Legacy Advent”), and Vasillios Gregoriou, solely in his capacity as the representative from and after the effective time for the Legacy Advent stockholders (the “Seller
Representative”), as amended by Amendment No. 1 and Amendment No. 2 to the Agreement and Plan of Merger, dated as of October 19, 2020 and December 31, 2020, respectively, by and among AMCI, Merger Sub, Sponsor, Legacy Advent, and Seller
Representative. In connection with the closing of the Business Combination (the “Closing”), AMCI acquired 100% of the stock of Legacy
Advent (as it existed immediately prior to the Closing) and its subsidiaries.
On the Closing Date, and in connection with the closing of the Business
Combination, AMCI changed its name to Advent Technologies Holdings, Inc. (the “Company” or “Advent”). Legacy Advent was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards
Codification (“ASC”) 805. This determination was primarily based on Legacy Advent’s stockholders prior to the Business Combination having a majority of the voting interests in the combined company, Legacy Advent’s operations comprising the ongoing
operations of the combined company, Legacy Advent’s board of directors comprising a majority of the board of directors of the combined company, and Legacy Advent’s senior management comprising the senior management of the combined company.
Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Advent issuing stock for the net assets of AMCI, accompanied by a recapitalization. The net assets of AMCI are stated at historical cost, with no
goodwill or other intangible assets recorded.
While AMCI was the legal acquirer in the Business Combination, because Legacy
Advent was deemed the accounting acquirer, the historical financial statements of Legacy Advent became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the unaudited
condensed consolidated financial statements included in this report reflect (i) the historical operating results of Legacy Advent prior to the Business Combination; (ii) the results of the Company (combined results of AMCI and Legacy Advent)
following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Advent at their historical cost; and (iv) Company’s equity structure for all periods presented.
In accordance with guidance applicable to these circumstances, the equity
structure has been restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s common stock, $0.0001
par value per share (“Common Stock”) issued to Legacy Advent’s stockholders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Advent Preferred Stock
(“Preferred Series A” and “Preferred Series Seed”) and Legacy Advent common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. Activity
within the statement of changes in stockholders’ equity / (deficit) for the issuances of Legacy Advent’s Preferred Stock, were also retroactively converted to Legacy Advent common stock. (Note 3)
On February 18, 2021, the Company, entered into a Membership
Interest Purchase Agreement with Bren-Tronics, Inc. (“Seller”) and UltraCell, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Seller (“UltraCell”) (the “Purchase Agreement”). See Note 3 “Business Combination” accompanying the unaudited condensed consolidated financial statements for additional information.
|
||
Unaudited Condensed Consolidated Financial Statements |
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management,
all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period
presented are not necessarily indicative of results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes
thereto included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020 included in the Current Report on Form 8-K filed with the SEC on February 9, 2021 (the “Original Form 8-K”), as amended by
Amendment No. 1 to Form 8-K, filed with the SEC on February 9, 2021 (“Amendment No. 1”), as further amended by Amendment No. 2 to Form 8-K, filed with the SEC on March 26, 2021 (“Amendment No. 2”) and as further amended by Amendment No 3 to Form
8-K, filed with the SEC on May 20, 2021 (“Amendment No. 3,” and, the Original Form 8-K, as so amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Super Form 8-K”).
The unaudited condensed consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated.
Certain prior period balances have been reclassified to conform to the current
period presentation in the unaudited condensed consolidated financial statements and the accompanying notes.
Share and per share amounts are presented on a post-conversion basis for all
periods presented, unless otherwise specified.
|
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Going Concern |
(c) Going Concern
The unaudited condensed consolidated financial statements have been prepared by
management in accordance with GAAP, assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Accordingly, these
financial statements do not include any adjustments that may result in the event the Company is unable to continue as a going concern.
Beginning in March 2020, the COVID-19 pandemic and the measures imposed to contain
this pandemic have disrupted and are expected to continue to impact the Company’s business. The magnitude of the impact of the COVID-19 pandemic on the Company’s productivity, results of operations and financial position, and its disruption to the
Company’s business (fuel cells sales timeline, realization of income from grants received) will depend in part, on the length and severity of these restrictions and on the Company’s ability to conduct business in the ordinary course.
As of the date of this Quarterly Report on Form 10-Q, the Company’s existing cash
resources are sufficient to support planned operations for the next 12 months. As a result, management believes that the Company’s existing financial resources are sufficient to continue operating activities for at least one year past the issuance
date of the unaudited condensed consolidated financial statements.
|
Summary of Significant Accounting Policies (Policies) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||
Business acquisitions, Goodwill and Intangible Assets |
The Company allocates the fair value of purchase consideration transferred in a
business acquisition 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 transferred over the fair values of these
identifiable assets and liabilities is recorded as goodwill. In case the fair value of purchase consideration transferred is below fair values of these identifiable assets and liabilities, the Company recognizes a gain from a bargain purchase. Such
valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from
acquired licenses, trade names, in process research and development (“R&D”), useful lives and discount rates, patents, customer clientele, customer contracts and know-how. Management’s estimates of fair value are based upon assumptions believed
to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, the Company may record 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 in the consolidated statement of operations.
For significant acquisitions, the Company obtains independent appraisals and
valuations of the intangible (and certain tangible) assets acquired and certain assumed obligations. The Company analyzes each acquisition individually and all acquisitions within each reporting period in aggregate to determine if those are
material acquisitions in the context of ASC 805-10-50.
The estimated fair values and useful lives of identified intangible assets are
based on many factors, including estimates and assumptions of future operating performance and cash flows of the acquired business, estimates of cost avoidance, the nature of the business acquired, the specific characteristics of the identified
intangible assets and our historical experience and that of the acquired business. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including
product demand, market conditions, regulations affecting the business model of our operations, technological developments, economic conditions and competition.
We conduct a goodwill impairment analysis annually in the fourth fiscal quarter,
as of October 1, and as necessary if changes in facts and circumstances indicate that the fair value of our reporting units may be less than their carrying amounts. When indicators of impairment do not exist and certain accounting criteria are
met, we are able to evaluate goodwill impairment using a qualitative approach. When necessary, our quantitative goodwill impairment test consists of two steps. The first step requires that we compare the estimated fair value of our reporting
units to the carrying value of the reporting unit’s net assets, including goodwill. If the fair value of the reporting unit is greater than the carrying value of its net assets, goodwill is not considered to be impaired and no further testing is
required. If the fair value of the reporting unit is less than the carrying value of its net assets, we would be required to complete the second step of the test by analyzing the fair value of its goodwill. If the carrying value of the goodwill
exceeds its fair value, an impairment charge is recorded. Currently, we identify one reporting unit.
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Warrants |
The Company may issue or assume common stock warrants with debt, equity or as
standalone financing instruments that are recorded as either liabilities or equity in accordance with the respective accounting guidance. Warrants recorded as equity are recorded at their relative fair value or fair value determined at the issuance
date and remeasurement is not required. Warrants recorded as liabilities are recorded at their fair value, within warrant liability on the consolidated balance sheets, and remeasured on each reporting date with changes recorded in revaluation of
warrant liability on the Company’s consolidated statements of operations.
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Fair Value of Financial Instruments |
As a result of the Business Combination, the
Company assumed a warrant liability (the “Warrant Liability”) related to previously issued 3,940,278 warrants, each exercisable to
purchase one share of common stock at an exercise price of $11.50 per share, originally sold to AMCI Sponsor LLC (the “Sponsor”) in a private placement consummated in connection with AMCI’s Initial Public Offering (the “Private Placement Warrants”)
and the 400,000 warrants, each exercisable to purchase one share of common stock at an exercise price of $11.50 per share, converted
from the Sponsor’s non-interest bearing loan to the Company of $400,000 in connection with the closing of the Business Combination (the
“Working Capital Warrants”) (Note 11). The Private Placement Warrants and the Working Capital Warrants have substantially the same terms as the 22,029,279
warrants, each exercisable to purchase one share of common stock at an exercise price of $11.50 per share, issued by AMCI in its Initial Public Offering (the “Public Warrants”).
The Warrant Liability is remeasured to its fair
value at each reporting period and upon settlement. The change in fair value is recognized in revaluation of warrant liability on the consolidated statements of operations. The change in fair value of the warrant liability is as follows:
The estimated fair value
of the Private Placement Warrants and the Working Capital Warrants (each as defined below) is determined using Level 3 inputs by using the Black-Scholes model. The application of the Black-Scholes model requires the use of a number of inputs and
significant assumptions including volatility. Significant judgment is required in determining the expected volatility of our common stock. Due to the limited history of trading of our common stock, we determined expected volatility based on a
peer group of publicly traded companies.
The following table provides quantitative information regarding Level 3 fair value
measurements inputs as their measurement date June 30, 2021:
The Company performs routine procedures such as comparing prices obtained from
independent source to ensure that appropriate fair values are recorded.
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Earnings / (Loss) Per Share |
Earnings / (Loss) Per Share is computed by dividing earnings
/ (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings / (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or
converted at the beginning of the periods presented, or issuance date, if later. The treasury stock method is used to compute the dilutive effect of warrants.
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Stock-based Compensation |
Stock-based
compensation consists of stock options and restricted stock units (“RSUs”). Stock options and restricted stock units are equity classified and are measured at the fair market value of the underlying stock at the grant date. Under ASC 718, an
entity may recognize compensation cost for an award with only a service condition that has a graded vesting schedule on either (1) an accelerated basis as though each separately vesting portion of the award was, in substance, a separate award or
(2) a straight-line basis over the total requisite service period for the entire award. An entity’s use of either a straight-line or an accelerated attribution method represents an accounting policy election and thus should be applied
consistently to all similar awards. The Company has elected to recognize compensation cost on a straight-line basis over the total requisite service period for the stock options and restricted stock units. This election does not affect the
Company’s previous year results since the Restricted Stock Awards granted in the prior period did not have a service requirement and therefore the stock compensation expense was recognized immediately. The Company has also a policy of accounting
for forfeitures when they occur.
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Recent Accounting Pronouncements |
Recently issued accounting pronouncements not yet adopted
In February 2016, the Financial Accounting Standards Board
(“FASB”) issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In
July 2018, ASU 2018-10, Codification Improvements to Topic 842, Leases, was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in July 2018, the FASB issued ASU 2018-11, Leases (Topic
842): Targeted Improvements, which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of
adoption. Additionally, ASU 2019-01, Codification Improvements to Topic 842, Leases and ASU 2020-02, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting
Standards Update No. 2016-02, Leases (Topic 842), provided additional clarifications for implementing ASU 2016.02. The new lease standard was originally effective for private entities on January 1, 2021, with early adoption permitted. Following
the issuance of ASU 2020-05, Effective Dates for Certain Entities (Topic 842), the effective date of Leases was deferred for private entities (the “all other” category) to fiscal years beginning after December 15, 2021, and interim periods within
fiscal years beginning after December 15, 2022. Early application continues to be permitted which means that an entity may choose to implement Leases before those deferred effective dates. The Company is currently evaluating the effect of the
adoption of this guidance on the consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial
Instruments—Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. Furthermore, amendments, ASU 2019-10
and ASU 2019-11 provided additional clarification for implementing ASU 2016-13. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently in the process of evaluating the effect of
this guidance on the consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes
(Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years,
beginning after December 15, 2020 for public entities, with early adoption permitted. ASU 2019-12 is effective for the Company beginning January 1, 2022, taking the exemption allowed for the “emerging growth companies” with early adoption permitted. The Company is currently evaluating
the effects of this guidance on the Company’s financial statements.
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Summary of Significant Accounting Policies (Tables) |
6 Months Ended | |||||||||||||||||||||||||
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Jun. 30, 2021 | ||||||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||
Change in Fair Value of Warrant Liability |
The Warrant Liability is remeasured to its fair
value at each reporting period and upon settlement. The change in fair value is recognized in revaluation of warrant liability on the consolidated statements of operations. The change in fair value of the warrant liability is as follows:
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Fair Value Measurements Input |
The following table provides quantitative information regarding Level 3 fair value
measurements inputs as their measurement date June 30, 2021:
|
Business Combination (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Business Combination [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciles the Elements of Business Combination to Consolidated Statements |
The following table reconciles the elements of
the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity for the six month ended June 30, 2021:
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Common Stock Issued Following the Consummation of Business Combination |
The number of shares of common stock issued immediately
following the consummation of the Business Combination:
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Assets Acquired and Liabilities Assumed |
The assets acquired
and liabilities assumed at the date of acquisition were as follows:
Goodwill arising on
acquisition
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Related party disclosures (Tables) |
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Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related party disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions |
The amounts included in the accompanying consolidated balance sheets and
consolidated statements of operations are as follows:
|
Inventories (Tables) |
6 Months Ended | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | ||||||||||||||||||||||||||||
Inventories [Abstract] | ||||||||||||||||||||||||||||
Inventories |
Inventories consist of the following:
|
Prepaid expenses and Other current assets (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepaid expenses and Other current assets [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepaid expenses and Other current assets |
Prepaid expenses and other current assets are analyzed as follows:
|
Trade and other payables (Tables) |
6 Months Ended | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | ||||||||||||||||||||||||||||
Trade and other payables [Abstract] | ||||||||||||||||||||||||||||
Trade and Other Payables |
|
Other current liabilities (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||
Other current liabilities [Abstract] | |||||||||||||||||||||||||||||||||||||
Other Current Liabilities |
Other current liabilities are analyzed as follows:
|
Stockholders' Equity / (Deficit) (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock Options [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Assumptions Used to Estimate the Fair Value of Stock Options |
The following table presents the assumptions used to estimate
the fair value of the stock options as of the Grant Date:
|
|||||||||||||||||||||||||||||||||||||||||||||
Activities for Unvested Stock |
The following table
summarizes the activities for our unvested stock options for the six months ended June 30, 2021:
|
|||||||||||||||||||||||||||||||||||||||||||||
Unvested Restricted Stock Units [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Activities for Unvested Stock |
The following table
summarizes the activities for our unvested restricted stock units ("RSUs") for the six months ended June 30, 2021:
|
|||||||||||||||||||||||||||||||||||||||||||||
Unvested Restricted Stock Awards [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Activities for Unvested Stock |
The following table
summarizes the activities for our unvested restricted stock awards for the six months ended June 30, 2020:
|
Revenue, net (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue, net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue, Net |
Revenue, net is analyzed as follows:
|
Net income / (loss) per share (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income / (loss) per share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Computation of Basic and Diluted Net Loss Per Share |
The following table sets forth the computation of the basic and diluted net
income / (loss) per share for the three months ended June 30, 2021 and 2020 and the six months ended June 30, 2021 and 2020.
|
Basis of presentation (Details) - $ / shares |
Jun. 30, 2021 |
Feb. 04, 2021 |
Dec. 31, 2020 |
---|---|---|---|
Basis of Presentation [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
AMCI Acquisition Corp. [Member] | |||
Basis of Presentation [Abstract] | |||
Acquired percentage | 100.00% | ||
Common stock, par value (in dollars per share) | $ 0.0001 |
Summary of Significant Accounting Policies (Details) |
5 Months Ended | 6 Months Ended |
---|---|---|
Jun. 30, 2021
USD ($)
$ / shares
shares
|
Jun. 30, 2021
USD ($)
Reportingunit
$ / shares
shares
|
|
Summary of Significant Accounting Policies [Abstract] | ||
Number of reporting units | Reportingunit | 1 | |
Warrant [Member] | ||
Fair Value Measurements [Abstract] | ||
Remaining term | 4 years 7 months 2 days | 4 years 7 months 2 days |
Stock Price [Member] | Warrant [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | $ | 9.64 | 9.64 |
Exercise Price [Member] | Warrant [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | $ | 11.50 | 11.50 |
Risk-free interest rate [Member] | Warrant [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0016 | 0.0016 |
Volatility [Member] | Warrant [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | $ | 0.6470 | 0.6470 |
Warrant Liabilities [Member] | ||
Warrants [Abstract] | ||
Warrants issued (in shares) | 3,940,278 | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | ||
Estimated fair value at beginning balance | $ | $ 33,116,321 | |
Change in estimated fair value | $ | (13,411,460) | |
Estimated fair value at ending balance | $ | $ 19,704,861 | $ 19,704,861 |
Common Stock [Member] | Warrant Liabilities [Member] | ||
Warrants [Abstract] | ||
Number of shares called by each warrant (in shares) | 1 | 1 |
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 |
Private Placement Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants issued (in shares) | 22,029,279 | |
Number of shares called by each warrant (in shares) | 1 | 1 |
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 |
Fair Value Measurements [Abstract] | ||
Remaining term | 5 years | 5 years |
Private Placement Warrants [Member] | Common Stock [Member] | ||
Warrants [Abstract] | ||
Number of shares called by each warrant (in shares) | 1 | 1 |
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 |
Working Capital Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants issued (in shares) | 400,000 | |
Number of shares called by each warrant (in shares) | 1 | 1 |
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 |
Fair Value Measurements [Abstract] | ||
Remaining term | 5 years | 5 years |
Working Capital Warrants [Member] | Common Stock [Member] | ||
Warrants [Abstract] | ||
Number of shares called by each warrant (in shares) | 1 | 1 |
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 |
Sponsor [Member] | ||
Warrants [Abstract] | ||
Non-interest bearing loan | $ | $ 400,000 |
Business Combination, AMCI Acquisition Corp (Details) - USD ($) |
6 Months Ended | ||
---|---|---|---|
Feb. 04, 2021 |
Jun. 30, 2021 |
Dec. 31, 2020 |
|
Business Combination, Description [Abstract] | |||
Common stock, shares authorized (in shares) | 110,000,000 | 110,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Consummation of Business Combination [Abstract] | |||
Common stock, shares outstanding (in shares) | 46,128,745 | 25,033,398 | |
AMCI Acquisition Corp. [Member] | |||
Business Combination, Description [Abstract] | |||
Merger consideration | $ 250,000,000 | ||
Purchase price (in dollars per share) | $ 10.00 | ||
Authorized issuance of shares (in shares) | 111,000,000 | ||
Common stock, shares authorized (in shares) | 110,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | ||
Goodwill | $ 0 | ||
Intangible assets | $ 0 | ||
Business Combination to consolidated statements [Abstract] | |||
Proceeds from issuance of common stock | $ 93,310,599 | ||
Less transaction costs and advisory fees paid | (17,188,519) | ||
Less non-cash warrant liability assumed | $ (33,116,321) | ||
Consummation of Business Combination [Abstract] | |||
Common stock, shares outstanding (in shares) | 46,105,947 | ||
Less Redemption of AMCI shares (in shares) | (1,606) | ||
AMCI Acquisition Corp. [Member] | Legacy [Member] | |||
Consummation of Business Combination [Abstract] | |||
Common stock, shares outstanding (in shares) | 25,033,398 | ||
AMCI Acquisition Corp. [Member] | PIPE [Member] | |||
Business Combination, Description [Abstract] | |||
Purchase price (in dollars per share) | $ 10.00 | ||
Business Combination to consolidated statements [Abstract] | |||
Proceeds from issuance of common stock | $ 65,000,118 | ||
Net Business Combination and PIPE financing | $ 108,005,877 | ||
Consummation of Business Combination [Abstract] | |||
Common stock, shares outstanding (in shares) | 21,072,549 | ||
Common stock, shares issued (in shares) | 6,500,000 | ||
AMCI Acquisition Corp. [Member] | Class A Common Stock [Member] | |||
Consummation of Business Combination [Abstract] | |||
Common stock, shares outstanding (in shares) | 9,061,136 | ||
AMCI Acquisition Corp. [Member] | Class B Common Stock [Member] | |||
Consummation of Business Combination [Abstract] | |||
Common stock, shares outstanding (in shares) | 5,513,019 |
Business Combination, UltraCell LLC (Details) - UltraCell LLC [Member] |
Feb. 18, 2021
USD ($)
|
---|---|
Business Combination, Description [Abstract] | |
Acquired percentage | 100.00% |
Merger consideration | $ 6,000,000 |
Payments to acquire business combination | 4,000,000.0 |
Fair value of contingent consideration | 2,000,000 |
Additional cash required to pay contingent consideration | 2,000,000 |
Current Assets [Abstract] | |
Cash and cash equivalents | 77,129 |
Other current assets | 658,332 |
Total current assets | 735,461 |
Non-current assets | 9,187 |
Total assets | 744,649 |
Current liabilities | 110,179 |
Non-current liabilities | 0 |
Total liabilities | 110,179 |
Net assets acquired | 634,469 |
Goodwill Arising on Acquisition [Abstract] | |
Cost of investment | 6,000,000 |
Net assets value | 634,469 |
Consideration to be allocated | 5,365,531 |
Intangibles acquired | 4,734,159 |
Remaining Goodwill | 631,372 |
Trade Name [Member] | |
Goodwill Arising on Acquisition [Abstract] | |
Intangibles acquired | $ 405,931 |
Trade Name [Member] | Royalty Rate [Member] | |
Goodwill Arising on Acquisition [Abstract] | |
Intangible assets, measurement input | 0.013 |
Trade Name [Member] | Discount Rate [Member] | |
Goodwill Arising on Acquisition [Abstract] | |
Intangible assets, measurement input | 0.126 |
Patented Technology [Member] | |
Goodwill Arising on Acquisition [Abstract] | |
Intangibles acquired | $ 4,328,228 |
Useful lives of assets | 10 years |
Patented Technology [Member] | Discount Rate [Member] | |
Goodwill Arising on Acquisition [Abstract] | |
Intangible assets, measurement input | 0.116 |
Assembled Workforce [Member] | |
Goodwill Arising on Acquisition [Abstract] | |
Remaining Goodwill | $ 190,000 |
Business Combination, SerEnergy and FES (Details) - Fischer Edelstahlrohre GmbH [Member] € in Millions |
Jun. 25, 2021
EUR (€)
d
|
---|---|
Business Combination, Description [Abstract] | |
Consideration payable | € 52 |
Consideration payable in cash | 15 |
Consideration payable in shares, value | € 0 |
Number of trading days | d | 20 |
Number of trading days prior to transactions closing | d | 2 |
Percentage of share consideration | 9.999% |
Maximum period for satisfaction of closing conditions in purchase agreement | 4 months |
Minimum period in default for performing closing action in purchase agreement | 10 days |
Related party disclosures (Details) - USD ($) |
6 Months Ended | |
---|---|---|
Jun. 30, 2021 |
Dec. 31, 2020 |
|
Due to Related Parties [Abstract] | ||
Unpaid compensation cost | $ 30,000 | $ 1,114,659 |
Due from Related Parties [Abstract] | ||
Prepayment | 16,153 | 67,781 |
Related Party Transaction [Abstract] | ||
Related party transaction amount | 5,600,000 | |
Vassilios Gregoriou [Member] | ||
Due to Related Parties [Abstract] | ||
Unpaid compensation cost | 0 | 613,971 |
Due from Related Parties [Abstract] | ||
Prepayment | 7,199 | 0 |
Christos Kaskavelis [Member] | ||
Due to Related Parties [Abstract] | ||
Unpaid compensation cost | 0 | 75,160 |
Due from Related Parties [Abstract] | ||
Prepayment | 1,809 | 0 |
Emory Sayre De Castro [Member] | ||
Due to Related Parties [Abstract] | ||
Unpaid compensation cost | 0 | 425,528 |
Due from Related Parties [Abstract] | ||
Prepayment | 7,146 | 0 |
Charalampos Antoniou [Member] | ||
Due to Related Parties [Abstract] | ||
Unpaid compensation cost | 30,000 | 0 |
Due from Related Parties [Abstract] | ||
Prepayment | $ 0 | $ 67,781 |
Inventories (Details) - USD ($) |
Jun. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Inventories [Abstract] | ||
Raw materials and supplies | $ 857,671 | $ 107,939 |
Total | $ 857,671 | $ 107,939 |
Prepaid expenses and Other current assets (Details) - USD ($) |
Jun. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Prepaid expenses and Other current assets [Abstract] | ||
VAT receivable | $ 315,698 | $ 259,831 |
Grants receivable | 104,367 | 95,064 |
Other current assets | 660,500 | 140,126 |
Prepaid expenses | 1,765,577 | 1,724 |
Total | $ 2,846,143 | $ 496,745 |
Property and equipment, net (Details) |
6 Months Ended |
---|---|
Jun. 30, 2021
USD ($)
| |
Property, Plant and Equipment, Net, by Type [Abstract] | |
Addition to property and equipment | $ 947,846 |
UltraCell LLC [Member] | |
Property, Plant and Equipment, Net, by Type [Abstract] | |
Property and equipment with net book value | $ 9,187 |
Other non-current assets (Details) - USD ($) |
Jun. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Other Assets, Noncurrent [Abstract] | ||
Other Assets, Noncurrent | $ 2,660,939 | $ 136 |
Fixed Assets [Member] | ||
Other Assets, Noncurrent [Abstract] | ||
Other Assets, Noncurrent | 2,528,957 | |
Rental Premises [Member] | ||
Other Assets, Noncurrent [Abstract] | ||
Other Assets, Noncurrent | $ 131,982 |
Trade and other payables (Details) - USD ($) |
Jun. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Trade and other payables [Abstract] | ||
Trade payables and other payables | $ 2,883,325 | $ 881,394 |
Total | $ 2,883,325 | $ 881,394 |
Other current liabilities (Details) - USD ($) |
Jun. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Other current liabilities [Abstract] | ||
Accrued expenses for legal and consulting fees | $ 158,658 | $ 814,965 |
Other accruals and short-term payables | 172,414 | 89,414 |
Total | $ 331,071 | $ 904,379 |
Private Placement Warrants and Working Capital Warrants (Details) |
6 Months Ended |
---|---|
Jun. 30, 2021
$ / shares
shares
| |
Private Placement Warrant [Member] | |
Private Placement Warrants [Abstract] | |
Warrants issued (in shares) | 22,029,279 |
Warrants outstanding (in shares) | 4,340,278 |
Number of shares called by each warrant (in shares) | 1 |
Exercise price (in dollars per share) | $ / shares | $ 11.50 |
Period to exercise warrants after business combination | 30 days |
Warrants expiration period | 5 years |
Period not to transfer, assign or sell warrants | 30 days |
Working Capital Warrants [Member] | |
Private Placement Warrants [Abstract] | |
Warrants issued (in shares) | 400,000 |
Warrants outstanding (in shares) | 4,340,278 |
Number of shares called by each warrant (in shares) | 1 |
Exercise price (in dollars per share) | $ / shares | $ 11.50 |
Period to exercise warrants after business combination | 30 days |
Warrants expiration period | 5 years |
Period not to transfer, assign or sell warrants | 30 days |
Initial Public Offering [Member] | Private Placement Warrant [Member] | |
Private Placement Warrants [Abstract] | |
Warrants issued (in shares) | 3,940,278 |
Stockholders' Equity / (Deficit) (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2021 |
Jun. 30, 2020 |
Mar. 31, 2021 |
Dec. 31, 2020 |
|
Stockholders' Equity (Deficit) [Abstract] | |||||
Shares authorized (in shares) | 111,000,000 | 111,000,000 | |||
Common stock, shares authorized (in shares) | 110,000,000 | 110,000,000 | 110,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Warrants [Abstract] | |||||
Proceeds from exercise of warrants | $ 262,177 | $ 0 | |||
Public Warrants [Member] | |||||
Warrants [Abstract] | |||||
Warrants outstanding (in shares) | 22,029,279 | 22,029,279 | 22,052,077 | ||
Number of shares called by each warrant (in shares) | 1 | ||||
Exercise price of warrant (in dollars per share) | $ 11.50 | $ 11.50 | $ 11.50 | ||
Period to exercise warrants after business combination | 30 days | ||||
Expiration period of warrants | 5 years | 5 years | |||
Warrant holders exercised options to purchase additional shares (in shares) | 22,798 | 22,798 | |||
Proceeds from exercise of warrants | $ 262,177 | ||||
Increase in shares outstanding (in shares) | 22,798 | ||||
Warrant redemption price (in dollars per share) | $ 0.01 | $ 0.01 | |||
Notice period to redeem warrants | 30 days | ||||
Share price (in dollars per share) | $ 18.00 | $ 18.00 | |||
Threshold trading days | 20 days | ||||
Threshold consecutive trading days | 30 days | ||||
Public Warrants [Member] | Minimum [Member] | |||||
Warrants [Abstract] | |||||
Percentage of company's stockholders | 50.00% | 50.00% |
Stockholders' Equity / (Deficit), Compensation Plans (Details) |
Jun. 11, 2021
shares
|
---|---|
2021 Equity Incentive Plan [Member] | |
Compensation Plans [Abstract] | |
Maximum number of shares of stock (in shares) | 6,915,892 |
Stockholders' Equity / (Deficit), Stock Options (Details) - Stock Options [Member] |
6 Months Ended |
---|---|
Jun. 30, 2021
USD ($)
$ / shares
shares
| |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | |
Exercised price (in dollars per share) | $ 10.36 |
Vesting on graded basis | 4 years |
Compensation cost | $ | $ 244,814 |
Fair Value of Options Granted [Abstract] | |
Expected volatility | 50.00% |
Risk-free rate | 1.40% |
Expected term (in years) | 10 years |
Number of Shares [Roll Forward] | |
Unvested, beginning of period (in shares) | shares | 0 |
Granted (in shares) | shares | 1,959,500 |
Unvested, ending of period (in shares) | shares | 1,959,500 |
Grant Date Fair Value [Abstract] | |
Unvested as of beginning of period (in dollars per share) | $ 0 |
Granted (in dollars per share) | 6.26 |
Unvested as of ending of period (in dollars per share) | $ 6.26 |
Unrecognized compensation cost | $ | $ 12,000,000.0 |
Year One [Member] | |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | |
Stock vesting percentage | 25.00% |
Year Two [Member] | |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | |
Stock vesting percentage | 25.00% |
Year Three [Member] | |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | |
Stock vesting percentage | 25.00% |
Year Four [Member] | |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | |
Stock vesting percentage | 25.00% |
Stockholders' Equity / (Deficit), Restricted Stock Units and Stock Grant Plan (Details) - USD ($) |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2021 |
Jun. 11, 2021 |
Dec. 31, 2020 |
|
2021 Equity Incentive Plan [Member] | |||
Share-based Payment Arrangement, Additional Disclosure [Abstract] | |||
Maximum number of shares of stock (in shares) | 6,915,892 | ||
Unvested Restricted Stock Units [Member] | 2021 Equity Incentive Plan [Member] | |||
Share-based Payment Arrangement, Additional Disclosure [Abstract] | |||
Number of shares, right to receive (in shares) | 1 | ||
Restricted Stock Unit Agreement vesting term | 1 year | ||
Vesting on graded basis | 4 years | ||
Compensation cost | $ 458,080 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Unvested, beginning of period (in shares) | 0 | ||
Granted in number of share (in shares) | 2,036,716 | ||
Unvested, ending of period (in shares) | 2,036,716 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Unvested as of beginning of period (in dollars per share) | $ 0 | ||
Granted in fair value (in dollars per share) | 10.36 | ||
Unvested as of ending of period (in dollars per share) | $ 10.36 | ||
Unrecognized compensation cost | $ 20,600,000 | ||
Unvested Restricted Stock Units [Member] | 2021 Equity Incentive Plan [Member] | Year One [Member] | |||
Share-based Payment Arrangement, Additional Disclosure [Abstract] | |||
Stock vesting percentage | 25.00% | ||
Unvested Restricted Stock Units [Member] | 2021 Equity Incentive Plan [Member] | Year Two [Member] | |||
Share-based Payment Arrangement, Additional Disclosure [Abstract] | |||
Stock vesting percentage | 25.00% | ||
Unvested Restricted Stock Units [Member] | 2021 Equity Incentive Plan [Member] | Year Three [Member] | |||
Share-based Payment Arrangement, Additional Disclosure [Abstract] | |||
Stock vesting percentage | 25.00% | ||
Unvested Restricted Stock Units [Member] | 2021 Equity Incentive Plan [Member] | Year Four [Member] | |||
Share-based Payment Arrangement, Additional Disclosure [Abstract] | |||
Stock vesting percentage | 25.00% | ||
Unvested Restricted Stock Awards [Member] | 2018-2020 Stock Grant Plan [Member] | |||
Share-based Payment Arrangement, Additional Disclosure [Abstract] | |||
Maximum number of shares of stock (in shares) | 1,280,199 | ||
Purchase price (in dollars per share) | $ 0.01 | $ 0.01 | |
Compensation cost | $ 176,768 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Unvested, beginning of period (in shares) | 0 | ||
Granted in number of share (in shares) | 1,280,199 | ||
Unvested, ending of period (in shares) | 1,280,199 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Unvested as of beginning of period (in dollars per share) | $ 0 | ||
Granted in fair value (in dollars per share) | 0.40 | ||
Unvested as of ending of period (in dollars per share) | $ 0.40 | ||
Unrecognized compensation cost | $ 300,000 |
Revenue, net (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
Dec. 31, 2020 |
|
Disaggregation of Revenue [Abstract] | |||||
Revenue from contracts with customers | $ 1,003,464 | $ 200,354 | $ 2,492,756 | $ 300,620 | |
Contract assets | 435,164 | 435,164 | $ 85,930 | ||
Contract liabilities | 140,940 | 140,940 | $ 167,761 | ||
Sales of Goods [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Revenue from contracts with customers | $ 1,003,464 | $ 200,354 | $ 2,492,756 | $ 300,620 |
Commitments and contingencies (Details) |
Mar. 08, 2021
USD ($)
ft²
|
Feb. 04, 2021
USD ($)
ft²
|
---|---|---|
Operating Leases [Abstract] | ||
Area of leased space | ft² | 21,401 | 6,041 |
Annual rent | $ 1,498,070.00 | $ 456,095.50 |
Lease contract term | 8 years 5 months | 5 years |
Term of option to extend lease | 5 years | |
Security deposit | $ 750,000.00 | |
Other Non-current Assets [Member] | ||
Operating Leases [Abstract] | ||
Security deposit | $ 114,023.88 |
Net income / (loss) per share (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
Net income / (loss) per share [Abstract] | ||||
Net income (loss) per share weighted-average number of common stock outstanding (in shares) | 46,128,745 | |||
Numerator [Abstract] | ||||
Net loss | $ (3,143,311) | $ (312,118) | $ (237,637) | $ (669,221) |
Denominator [Abstract] | ||||
Basic weighted average number of shares (in shares) | 46,126,490 | 18,736,370 | 42,041,473 | 17,623,672 |
Diluted weighted average number of shares (in shares) | 46,126,490 | 18,736,370 | 42,041,473 | 17,623,672 |
Net loss per share [Abstract] | ||||
Basic (in dollars per share) | $ (0.07) | $ (0.02) | $ (0.01) | $ (0.04) |
Diluted (in dollars per share) | $ (0.07) | $ (0.02) | $ (0.01) | $ (0.04) |
Subsequent Events (Details) - Subsequent Event [Member] - Chief Financial Officer [Member] |
Jul. 02, 2021
USD ($)
|
---|---|
Subsequent Event [Abstract] | |
Annual base salary | $ 375,000 |
Percentage of performance based bonus | 100.00% |
Relocation package expenses | $ 40,000 |
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