0001214659-23-000646 | S-1/A | XBRL Viewer

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Cover	9 Months Ended
Cover	Sep. 30, 2022
Entity Addresses [Line Items]
Document Type	S-1/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 1
Entity Registrant Name	Atlis Motor Vehicles Inc.
Entity Central Index Key	0001722969
Entity Tax Identification Number	81-4380534
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1828 N Higley Rd.
Entity Address, Address Line Two	Suite 116
Entity Address, City or Town	Mesa
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85205
City Area Code	(408)
Local Phone Number	674-9027
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	1828 N Higley Rd.
Entity Address, Address Line Two	Suite 116
Entity Address, City or Town	Mesa
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85205
City Area Code	(408)
Local Phone Number	674-9027
Contact Personnel Name	Mark Hanchett

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 1,414	$ 3,146
Prepaid expenses and other assets	216	290
Other receivables	32
Total current assets	1,662	3,436
Property and equipment, net	1,724	980
Construction in progress	70
Intangible assets, net	10	11
Right-of-use assets	874
Security deposits	101	90
Vendor deposits	290	96
TOTAL ASSETS	4,731	4,613
Current liabilities:
Accounts payable	1,368	66
Accrued expenses	595	167
Payroll tax liabilities	124	57
Advanced customer deposits	522
Paycheck protection program loan		397
Current portion of deferred rent		22
Current portion of lease liability	485
Total current liabilities	3,094	709
Deferred rent		104
Lease liability, net of current portion	692
Total liabilities	3,786	813
Stockholders’ equity
Additional paid-in capital	202,002	151,733
Accumulated deficit	(201,061)	(147,936)
Total stockholders’ equity	945	3,800
Total liabilities and stockholders’ equity	4,731	4,613
Common Class C [Member]
Stockholders’ equity
Common stock par value
Common Class D [Member]
Stockholders’ equity
Common stock par value	3	2
Common Class A [Member]
Stockholders’ equity
Common stock par value	$ 1	$ 1

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized	96,248,541
Common Class C [Member]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	15,000	15,000
Common stock, shares issued	0	5,000
Common stock, shares outstanding	0	5,000
Common Class D [Member]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	41,925,572	41,925,572
Common stock, shares issued	29,775,370	25,725,370
Common stock, shares outstanding	29,775,370	25,725,370
Common Class A [Member]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	54,307,968	54,307,968
Common stock, shares issued	9,538,691	6,854,576
Common stock, shares outstanding	9,538,691	6,854,576

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating expenses:
Stock based compensation	$ 10,163	$ 81,595	$ 34,370	$ 88,271
General and administrative	3,879	1,658	11,494	4,244
Advertising	1,494	1,028	5,131	2,182
Research and development	670	447	2,536	1,193
Total operating expenses	16,206	84,728	53,531	95,890
Operating loss	(16,206)	(84,728)	(53,531)	(95,890)
Other income (expense):
Paycheck protection program forgiveness			397
Loss on disposal of property and equipment			(152)
Interest expense	(5)		(5)
Other income	63	87	165	48
Total other income	58	87	405	48
Net Loss	$ (16,148)	$ (84,641)	$ (53,126)	$ (95,842)
Loss per share, basic	$ (2.06)	$ (6.59)	$ (7.22)	$ (6.69)
Weighted average number of common shares outstanding used in computing loss per share:	7,848,640	12,853,502	7,363,248	14,332,128

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock Class A [Member]	Common Stock Class C [Member]	Common Stock Class D [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020	$ 1			$ 13,378	$ (14,199)	$ (820)
Beginning balance, Shares at Dec. 31, 2020	14,845,067
Common Stock issued for cash	$ 1			13,190		13,190
Common Stock issued for cash, Shares	2,916,592
Shares issued for services and rent guarantees				186		186
Shares issued for services and rent guarantees, Shares	32,500	5,000
Series D Stock issued			$ 2			2
Series D Stock issued, Shares			24,040,000
Stock based compensation				88,271		88,271
Founder Class A shares relinquished	$ (1)					(1)
Founder class A shares relinquished, Shares	(10,000,000)
Net Loss					(95,842)	(95,842)
Ending balance, value at Sep. 30, 2021	$ 1		$ 2	115,025	(110,041)	4,987
Ending balance, Shares at Sep. 30, 2021	7,794,159	5,000	24,040,000
Beginning balance, value at Jun. 30, 2021	$ 2			25,263	(25,400)	(135)
Beginning balance, Shares at Jun. 30, 2021	15,676,631	5,000
Common Stock issued for cash				7,981		7,981
Common Stock issued for cash, Shares	2,085,028
Shares issued for services and rent guarantees				186		186
Shares issued for services and rent guarantees, Shares	32,500
Series D Stock issued			$ 2			2
Series D Stock issued, Shares			24,040,000
Stock based compensation				81,595		81,595
Stock based compensation, Shares
Founder Class A shares relinquished	$ (1)					(1)
Founder class A shares relinquished, Shares	(10,000,000)
Net Loss					(84,641)	(84,641)
Ending balance, value at Sep. 30, 2021	$ 1		$ 2	115,025	(110,041)	4,987
Ending balance, Shares at Sep. 30, 2021	7,794,159	5,000	24,040,000
Beginning balance, value at Dec. 31, 2021	$ 1		$ 2	151,734	(147,935)	3,802
Beginning balance, Shares at Dec. 31, 2021	6,854,576	5,000	25,725,370
Common Stock issued for cash				15,272		15,272
Common Stock issued for cash, Shares	1,172,561
Shares issued for services and rent guarantees				10		10
Shares issued for services and rent guarantees, Shares	2,000	5,000
Series D Stock issued			$ 1			1
Series D Stock issued, Shares			4,050,000
Exchange of Class C to Class A				572		572
Exchange of Class C to Class A, Shares	75,000	(10,000)
Stock based compensation				34,414		34,414
Stock based compensation, Shares	1,434,554
Net Loss					(53,126)	(53,126)
Ending balance, value at Sep. 30, 2022	$ 1		$ 3	202,002	(201,061)	945
Ending balance, Shares at Sep. 30, 2022	9,538,691		29,775,370
Beginning balance, value at Jun. 30, 2022	$ 1		$ 3	185,449	(184,913)	540
Beginning balance, Shares at Jun. 30, 2022	7,657,322		28,425,370
Common Stock issued for cash				6,390		6,390
Common Stock issued for cash, Shares	446,815
Shares issued for services and rent guarantees
Shares issued for services and rent guarantees, Shares
Series D Stock issued, Shares			1,350,000
Stock based compensation				10,163		10,163
Stock based compensation, Shares	1,434,554
Net Loss					(16,148)	(16,148)
Ending balance, value at Sep. 30, 2022	$ 1		$ 3	$ 202,002	$ (201,061)	$ 945
Ending balance, Shares at Sep. 30, 2022	9,538,691		29,775,370

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (53,126)	$ (95,842)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	193	13
Employee stock based compensation	34,370	88,271
Non-employee stock compensation	627
Forgiveness of Paycheck Protection Loan	(397)	(93)
Loss on the sale of property and equipment	152
Interest expense	5
Changes in assets and liabilities:
Prepaid expenses and other current assets	74	(187)
Other receivables	(32)	3
Accounts payable	1,161	16
Accrued expenses	569	96
Payroll tax liabilities	68	(562)
Capital lease liability	193
Net change in operating lease assets and liabilities	110
Advanced customer deposits	523
Deferred rent	(126)	(8)
Security deposits	(11)	(3)
Vendor deposits	(194)
Net cash used in operating activities	(15,841)	(8,296)
Cash flows from investing activities:
Purchases of property and equipment	(1,394)	(752)
Addition of intangible assets		(26)
Proceeds from sale of property and equipment	230
Net cash used in investing activities	(1,164)	(778)
Cash flows from financing activities
Proceeds from stock issuance	15,273	13,377
Proceeds from paycheck protection loan		397
Net cash provided by financing activities	15,273	13,774
Net (decrease) increase in cash	(1,732)	4,700
Cash, beginning of period	3,146	43
Cash, end of period	1,414	4,743
Cash paid for income taxes	5	5
Supplemental disclosures of non-cash activity:
Purchases on account related to property and equipment	193
Incremental expense on Class C to Class A stock exchange	$ 572	$ 186

Organization and Basis of Presentation

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Basis of Presentation

Organization and Basis of Presentation

Organization

ATLIS Motor Vehicles Inc. (the “Company” or “ATLIS”), a Delaware corporation based in Mesa, Arizona, was incorporated in 2016. ATLIS is a vertically integrated, electric vehicle technology ecosystem company committed to electrifying vehicles and equipment for Work. The Company is developing three products to meet the needs of our target customer, proprietary AMV battery cell and pack technology, a modular and scalable electric powered platform and an electric pickup truck. The AMV battery technology is the core of the Company’s hardware platform and is designed to be capable of charging a full-size pickup in less than 15 minutes.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements are presented on the same basis as the Company’s Annual Report on Form 1-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (“SEC") on May 16, 2022 (“2021 Form 1-K") pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”). The Company has made its disclosures in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation with respect to interim financial statements, have been included. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto in the 2021 Form 1-K.

References to amounts in the consolidated financial statement sections are in thousands, except share and per share data, unless otherwise specified.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

During the nine month period ended September 30, 2022, the Company incurred a net loss of $53 million and had net cash flows used in operating activities of $16 million. On September 30, 2022, the Company had $1.4 million in cash and an accumulated deficit of $201 million.

During the quarter, the Company continued to raise capital through stock sales and investment campaigns. In the nine months ended September 30, 2022, the Company raised $15.3 million from the sale of common stock through its Regulation A+ offering and other crowd funding campaigns. The Company cannot provide any assurance that unforeseen circumstances that could occur at any time within the next twelve months or thereafter will not increase the need for the Company to raise additional capital on an immediate basis.

These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date these financial statements are issued. Company management is addressing this risk by pursuing all available options for funding including accessing the public markets through public listing. On September 27, 2022, the Company registered its regulation A shares with the SEC and listed on the NASDAQ Stock Market LLC under the ticker symbol “AMV”. Additionally, as disclosed in Note 12, on November 3, 2022 the Company entered into a Securities Purchase Agreement with certain institutional investors for gross proceeds of up to $27 million, Senior Secured Original Issue 10% Discount Convertible Promissory Notes in the aggregate principal amount of up to $30 million and warrants to purchase a number of shares of the Company’s Class A common stock equal to 30% of the face value of the Notes divided by the volume weighted average price, in three tranches. The Company plans to continue considering all avenues available to it in order to obtain the necessary capital to be able to continue as a going concern and to execute on our business objectives including but not limited to debt financing, private placements, and equity lines of credit. The Company’s success is dependent upon achieving its strategic and financial objectives, including acquiring capital through public markets.

Change in Accounting Policy

The Company has opted for an effective adoption date of January 1, 2022 for the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases. As a result of implementation, the Company recorded a right of use asset, current portion of lease liability and lease liability, net of current portion in the amounts of $874 thousand, $338 thousand and $646 thousand, in the unaudited condensed consolidated balance sheets at September 30, 2022. See Note 8 for more information.

Recent Accounting Pronouncements and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Recent Accounting Pronouncements And Summary Of Significant Accounting Policies

Recent Accounting Pronouncements and Summary of Significant Accounting Policies

Recent Accounting Pronouncements and Summary of Significant Accounting Policies

Recent Accounting Pronouncements

In December 2019, the FASB issued Accounting Standards Update, Simplifying the Accounting for Income Taxes which amends ASC 740 Income Taxes (“ASC 740”). This update is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. This update is effective for fiscal years beginning after December 15, 2021. The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company does not expect this update to have a material impact on its consolidated financial statements.

The Company has reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a material impact on its consolidated financial statements.

Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or results of operations may be affected.

Segment Reporting

The Company evaluated segment reporting in accordance with Accounting Standards Codification 280 – Segment Reporting (“ASC 280”) and concluded that ATLIS is comprised of one operating segment. The Company reports segment information based on the operating results regularly reviewed by the chief operating decision maker to make decisions about resource allocation and the performance of the business.

Concentration of Credit Risks

The Company is subject to concentrations of credit risk primarily from cash and cash equivalents.

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents.

The Company’s cash and cash equivalents accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250 thousand. From time-to-time, the Company’s bank balances exceed the FDIC insurance limit. To reduce its risk associated with the failure of such financial institutions, the Company periodically evaluates the credit quality of the financial institution in which it holds deposits.

Advertising

The Company began utilizing media networks, including, but not limited to online and social media presence to build awareness for the product and brand. Advertising costs for the three and nine months ended September 30, 2022 were $1.5 million and $5.1 million, respectively. Advertising costs for the three and nine months ended September 30, 2021 were $1.0 million and $2.2 million, respectively.

Income Taxes

Income taxes are accounted for in accordance with the provisions of ASC 740. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, but no less than quarterly, to reduce deferred tax assets to the amounts expected to be realized.

Long-Lived Assets

In accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such facts and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. There were no impairment charges for the three or nine months ended September 30, 2022.

Research and Development Expenses

Research and development costs are charged to operations when incurred and are included in Operating expenses on the unaudited condensed consolidated statements of operations. The Company recorded $670 thousand and $2.5 million in Research and development expenses for the three and nine month periods ending September 30, 2022, respectively. The Company recorded research and development expenses of $477 thousand and $1.2 million for the three and nine month periods ending September 30, 2021, respectively.

Stock Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation. Under the fair value recognition provisions of this topic, stock based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period, which is the vesting period.

The Company uses the Black-Scholes option-pricing method for valuing stock option awards. Calculating the fair value of stock option awards requires the input of subjective assumptions. Other reasonable assumptions could have a material impact on the Company’s stock based compensation expense and therefore, its operational results.

Property and Equipment

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment

Property and equipment consist of the following (in thousands):

Schedule of Property and equipment
	September 30, 2022			December 31, 2021

Leasehold improvements	$	130		$	130
Office equipment		98			64
Tools and plant equipment		1,629			830
Vehicles		70			59

Less—Accumulated depreciation		(203	)		(103	)
Property and equipment, net	$	1,724		$	980

Depreciation expense for the three months ended September 30, 2022 and September 30, 2021 was $77 thousand and $5 thousand, respectively. Depreciation expense for the nine months ended September 30, 2022 and September 30, 2021 was $251 thousand $12 thousand, respectively. Property and equipment includes tools and plant equipment obtained under capital lease in the amount of $240 thousand. The equipment is being depreciated over 5 years. The capital lease was entered into on July 1, 2022 and is payable over 18 months at 7% interest with monthly installments of $14 thousand. The company had an outstanding balance of $193 thousand on the capital lease at September 30, 2022

Intangible Assets

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible Assets

Intangible assets consist of the following (in thousands):

Schedule of Intangible assets

September 30,

2022

December 31,

2021

Patents $ 12 $ 12

Less—Accumulated amortization (2 ) (1 )

Intangible assets, net $ 10 $ 11

The Company recorded amortization expense related to patent number 11.069.945 on July 20, 2021. The Company amortizes patents using the straight-line method over the estimated useful life of the patent, which is ten 10 years. The Company recorded amortization expense of $ and $1 thousand during the three and nine months ended September 30, 2022, respectively. The Company recorded amortization expense of $1 thousand for the three and nine months ended September 30, 2021. Patent expense for patents in process are recorded to Prepaid and other assets.

Income Taxes

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

At December 31, 2021, the Company had net operating loss carryforwards of approximately $31.4 million which will carryforward through 2037. The Company’s current year net operating loss will carryforward indefinitely.

In December 2017, the U.S. Tax Cuts and Jobs Act of 2017 ("Tax Act") was enacted into law which significantly revises the Internal Revenue Code of 1986, as amended. The newly enacted federal income tax law, among other things, contains significant changes to corporate taxation, including a flat corporate tax rate of 21%, limitation of the tax deduction for interest expense to 30% of adjusted taxable income, limitation of the deduction for newly generated net operating losses to 80% of current year taxable income and elimination of net operating loss ("NOL") carrybacks, future taxation of certain classes of offshore earnings regardless of whether they are repatriated, immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits beginning in 2018.

The Company generated an income tax benefit of $14.6 million for the nine months ended September 30, 2022. The Company has increased its valuation allowance accordingly as the Company's ability to generate sufficient taxable income to utilize its net operating loss carryforwards is uncertain. The Company’s deferred tax balances primarily consist of its operating loss carryforwards.

The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. At September 30, 2022 and 2021 the Company did not have any unrecognized uncertain tax positions or any associated interest and penalties.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Paycheck Protection Program Loan

9 Months Ended

Sep. 30, 2022

Paycheck Protection Program Loan

Paycheck Protection Program Loan

Paycheck Protection Program Loan

On February 11, 2021, The Company was granted a loan from Washington Federal Bank, in the aggregate amount of $397 thousand, pursuant to the Paycheck Protection Program (“PPP”). The loan was granted under the provisions of the second offering of PPP loans by the Small Business Association. The loan, which was in the form of a Note dated February 11, 2021, issued to the Company, was to mature February 11, 2026 and bore an interest at a rate of 1.0% annually. The Note was allowed to be prepaid by the Borrower at any time prior to the maturity with no prepayment penalties. Funds from the loan were to only be used for payroll costs, costs used to continue group health care benefits, mortgage payments, rent, utilities and interest on other debit obligations incurred before February 15, 2020. On April 13, 2022, the Company received notice that the note was fully forgiven. As a result, the Company recorded Other income in the amount of $397 thousand in its unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2022.

On April 30, 2020, The Company was granted a loan from Washington Federal Bank, in the aggregate amount of $93 thousand, pursuant to the PPP under Division A, Title 1 of the CARES Act, which was enacted March 27, 2020. This PPP note was fully forgiven on July 12, 2021.

Net Loss per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Loss per Share

Net Loss per Share

Net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period, excluding shares Class D common stock as these shares do not participate in the earnings of the Company. For the three and nine months ended September 30, 2022, and 2021, respectively, the Company’s basic and diluted net loss per share were the same because the Company generated a net loss for each period and potentially dilutive securities are excluded from diluted net loss per share as a result of their anti-dilutive impact. The Company’s basic net loss per share was $2.06 and $7.22 for the three and nine months ended September 30, 2022, respectively. The Company’s basic net loss per share for the three and nine months ended September 30, 2021 was $6.59 and $6.69, respectively.

Leases

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Leases

Leases

The Company adopted ASC 842, Leases (“ASC 842”), on January 1, 2022. Consequently, financial information has not been updated for dates and periods before this date. Additionally, the Company chose to elect certain relief options offered in ASC 842 including the package of practical expedients, the option to account for separate lease and non-lease components as a single unit, and the option to exclude right-of-use assets and lease liabilities that arise from short term leases (i.e. leases with terms of twelve months or less). Under ASC 842, the Company determines if an arrangement is a lease at inception. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date of the lease based on the present value of lease payments over the lease term. The Company’s lease consists of mixed-use office and warehouse space in Mesa, Arizona. The Company’s lease evaluation may include options to terminate the lease when it is reasonably certain that the Company will exercise such options. When readily determinable, the Company uses the implicit rate in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for amortization of the ROU asset is recognized on a straight-line basis over the lease term. The Company’s lease agreements do not contain any material residual value guarantees, material restrictions or covenants. The Company had a weighted average remaining lease term of 5 years and a weighted average discount rate of 3.25%, which was determined based on the United States Prime borrowing rate at the lease commencement date, as the rate implicit in the lease was not readily determinable.

The Company’s aggregate lease maturities as of September 30, 2022, are as follows (in thousands):

Schedule of lease maturities
Year
2022 (remaining 3 months)	$	90
2023		368
2024		379
2025		194
Total minimum lease payments		1,031
Less imputed interest		(47	)
Total operating lease liabilities	$	984

The Company entered into a capital lease agreement on July 1, 2022, with a vendor to purchase equipment to be used in research and development. The terms of the note are 18 months at 7% interest payable in monthly installments of $14 thousand. The Company recorded a total of $193 thousand in the Lease liabilities line items in the condensed consolidated balance sheets at September 30, 2022 in relation to this agreement.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Legal Proceedings

The Company is not currently subject to any material legal proceedings, nor, to the Company’s knowledge, are any material legal proceedings threatened against the Company. From time to time, the Company may be a party to certain legal or regulatory proceedings in the ordinary course of business. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, management does not expect that any such future proceedings will have a material effect on the Company’s financial condition or results of operations.

Select Balance Sheet Accounts

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Select Balance Sheet Accounts

10.

Select Balance Sheet Accounts

Vendor Deposits

During 2021, the Company paid $60 thousand to Salt River Project, an Arizona utility company, as a refundable deposit for engineering services for implementation of additional electricity capacity to facilitate the development of the Company’s 1.5MW charging capabilities. Additionally, the Company recorded a total of $30 thousand in 2021 for deposits on equipment purchases to be delivered at future dates. At September 30, 2022 the company had total Vendor deposits of $290 thousand. The company had $100 thousand in Vendor deposits at December 31, 2021. Vendor deposits made during the period ended September 30, 2022 consisted of $200 thousand in deposits on battery testing equipment and miscellaneous other machinery and equipment.

Advanced Customer Deposits

The Company defers the recognition of revenue when cash payments are received or due in advance of satisfying the Company’s performance obligations, including amounts which are refundable. As of September 30, 2022 the Advanced customer deposit balance of $522 thousand relates entirely to a customer order for Platform prototypes to be produced and delivered at a later date.

Stock Based Compensation and Common Stock

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Stock Based Compensation and Common Stock

11.

Stock Based Compensation and Common Stock

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, (“ASC 718”). Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period, which is the vesting period.

Prior to and up until the quarter ended September 30, 2021, the Company awarded employees grants in common stock as part of employee compensation, which typically vested over four years. Upon vesting, the company recorded employee stock compensation to additional paid-in-capital as the shares were vested but not issued. The share value was calculated based on the most recent funding event. Subsequently, the Company changed its accounting policy to value company shares based on appraisal of fair market value that considered all available information material to the value of the Company, including the present value of anticipated future cash flows and other relevant factors such as a discount for lack of marketability. The same method was applied retrospectively to value stock grant awards in prior years. As a result, the company revised the previously recorded share-based compensation expenses based on the use of the appraisal method.

On August 24, 2021, the Company offered employees the option to convert their vested stock grants into stock options at weighted average conversion ratio of approximately 6.64 options for every share grant. A condition of the conversion was the relinquishment of all prior awarded stock through the August 24, 2021 conversion date. Although not all, a majority of former and current employees at the time elected to convert their shares to options. The Company accounted for this transaction as a modification as per ASC 718. As a result, the company recorded approximately $115 million of incremental compensation expense as of December 31, 2021. The originally vested stock grants were unissued as of the modification date with the exception of 10,000,000 Class A shares held by the Company’s Chief Executive Officer, who subsequently relinquished these on August 24, 2021.

On August 24,2021, the Company issued 25,725,370 Class D stock to the Company’s Chief Executive Officer and the President.

Between August 24, 2021 and December 31, 2021, the Company awarded 578,400 stock options to new employees, non-employees and to our Board of Directors.

On June 17, 2022, the Company agreed with a third party who provided a rent guarantee to the Company’s landlord on the Company’s building in Mesa, Arizona to exchange 75,000 shares of Class A common stock for 10,000 shares of Class C common stock. The Company recorded General and Administrative expenses of $572 thousand on the Company’s Unaudited Condensed Consolidated Statements of operations for the three months ended June 30, 2022 resulting from consideration provided for the loss of perquisites afforded to the Class C shareholder.

In the nine months ended September 30, 2022, the Company granted 714,043 stock options to new employees, non-employees and to our Board of Directors. 4,687,518 stock options vested during the nine months ended September 30, 2022.

The Company recorded $10.2 million and $34.4 million in stock based compensation expense for the three and nine month periods ended September 30, 2022, respectively. The Company recorded stock based compensation expense of $81.6 million and $88.3 million for the three and nine month periods ended September 30, 2021, respectively.

The Company uses the Black-Scholes option-pricing method for valuing stock option awards. Calculating the fair value of stock option awards requires the input of subjective assumptions. Other reasonable assumptions could provide differing results. The fair value of stock options at the grant date was determined using the following assumptions for the three and nine months ended September 30, 2022 and 2021, respectively.


	Three and Nine months ended September 30,
	2022		2021

Expected average life (years)		7.0		7.0
Expected volatility		75.33%		73.56%
Risk-free interest rate		1.65%		0.06%
Expected dividend yield		0%		0%

Compensation expense was determined by applying the Black-Scholes model on the appraised value of the underlying share price for each stock on the grant date.

A summary of the Company’s outstanding stock options and restricted stock units (“RSU”) as of September 30, 2022, and changes during the nine months then ended is presented below:


	Options							RSUs
	Shares			Weighted average exercise price		Weighted average contractual term (in years)		Shares			Weighted average grant date fair value
Outstanding, December 31, 2021		45,466,295		$	7.00		7		1,344,657		$	-
Granted		782,605					7		110,000			7.00
Exercised		-			-				-			-
Forfeited		(585,162	)		7.00				(7,456	)		-
Shares issued		-							(1,278,858	)
Unissued shares converted to options		78,343							(78,343	)
Expired		-			-				-			-
Outstanding, September 30, 2022		45,742,081		$	7.00		7		90,000			7.00
Exercisable, September 30, 2022		31,961,690		$	7.00		7		-			-

Common Stock

The total number of shares of common stock the Company has authority to issue is 96,248,541 at $0.0001 par value per share.

In 2021 and 2022, the Company issued Class D shares of Common Stock. These shares are not traded openly or available for sale to the public. Class D shares are offered only to the President and the Chief Executive Officer of the Company. Each class D share of common stock is granted ten votes compared to Class A shares of common stock which are granted one vote per share. The shares of Class D Stock are not entitled to receive any dividends or any distribution on a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Class D shares are not convertible, are deemed to have no economic value, and upon a holder’s cessation of service to the Company, such holder shall, on the one-year anniversary of such cessation, surrender to the Company for no consideration all shares of Class D Stock owned by such holder. Class D stock were issued to the Chief Executive Officer and President in the amount of 29,775,370 shares as of September 30, 2022.

The breakdown of common stock by class at September 30, 2022 and December 31, 2021 were as follows:


	September 30, 2022		December 31, 2021

Class A		9,538,691		6,854,576
Class C		-		5,000
Class D		29,775,370		25,725,370
Total Shares Outstanding		39,314,061		32,584,946

Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

12.

Subsequent Events

As previously disclosed in a Current Report on Form 8-K filed with the SEC on November 4, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors the “Investors”), pursuant to which the Company agreed to issue to the Investors, for gross proceeds of up to $27 million Senior Secured Original Issue 10% Discount Convertible Promissory Notes (the “Notes”) in the aggregate principal amount of up to $30 million and warrants (the “Warrants”) to purchase a number of shares of the Company’s Class A common stock (the “Warrant Shares”) equal to 30% of the face value of the Notes divided by the volume weighted average price, in three tranches. The Purchase Agreement contains customary representations and warranties by the Company and customary conditions to closing.

Under the first tranche of funding, which closed upon signing of the Purchase Agreement, for gross proceeds of $9 million the Company issued Notes to the Investors in the aggregate principal amount of $10 million and Warrants to purchase up to an aggregate of 231,312 Warrant Shares. Upon the third trading day following the effectiveness of the Registration Statement, and subject to the satisfaction of certain conditions, a second tranche of funding will be provided by the Investors in the aggregate principal amount of $10 million for gross proceeds to the Company of $9 million. Upon the thirtieth trading day following the closing of the second tranche of funding, and subject to the satisfaction of certain conditions, a third tranche of funding will be provided by the Investors in the aggregate principal amount of $10 million for gross proceeds to the Company of $9 million. Such additional principal amounts, if funded, will be added to the principal amount of the Notes, and the Investors will be entitled to receive additional Warrants to purchase Warrant Shares equal to 30% of the face value of the Notes divided by the volume weighted average price.

Recent Accounting Pronouncements and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Recent Accounting Pronouncements And Summary Of Significant Accounting Policies
Recent Accounting Pronouncements	*Recent Accounting Pronouncements* In December 2019, the FASB issued Accounting Standards Update, Simplifying the Accounting for Income Taxes which amends ASC 740 Income Taxes (“ASC 740”). This update is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. This update is effective for fiscal years beginning after December 15, 2021. The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company does not expect this update to have a material impact on its consolidated financial statements. The Company has reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a material impact on its consolidated financial statements.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or results of operations may be affected.
Segment Reporting	Segment Reporting The Company evaluated segment reporting in accordance with Accounting Standards Codification 280 – Segment Reporting (“ASC 280”) and concluded that ATLIS is comprised of one operating segment. The Company reports segment information based on the operating results regularly reviewed by the chief operating decision maker to make decisions about resource allocation and the performance of the business.
Concentration of Credit Risks	Concentration of Credit Risks The Company is subject to concentrations of credit risk primarily from cash and cash equivalents. The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company’s cash and cash equivalents accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250 thousand. From time-to-time, the Company’s bank balances exceed the FDIC insurance limit. To reduce its risk associated with the failure of such financial institutions, the Company periodically evaluates the credit quality of the financial institution in which it holds deposits.
Advertising	Advertising The Company began utilizing media networks, including, but not limited to online and social media presence to build awareness for the product and brand. Advertising costs for the three and nine months ended September 30, 2022 were $1.5 million and $5.1 million, respectively. Advertising costs for the three and nine months ended September 30, 2021 were $1.0 million and $2.2 million, respectively.
Income Taxes	Income Taxes Income taxes are accounted for in accordance with the provisions of ASC 740. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, but no less than quarterly, to reduce deferred tax assets to the amounts expected to be realized.
Long-Lived Assets	Long-Lived Assets In accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such facts and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. There were no impairment charges for the three or nine months ended September 30, 2022.
Research and Development Expenses	Research and Development Expenses Research and development costs are charged to operations when incurred and are included in Operating expenses on the unaudited condensed consolidated statements of operations. The Company recorded $670 thousand and $2.5 million in Research and development expenses for the three and nine month periods ending September 30, 2022, respectively. The Company recorded research and development expenses of $477 thousand and $1.2 million for the three and nine month periods ending September 30, 2021, respectively.
Stock Based Compensation	Stock Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation. Under the fair value recognition provisions of this topic, stock based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period, which is the vesting period. The Company uses the Black-Scholes option-pricing method for valuing stock option awards. Calculating the fair value of stock option awards requires the input of subjective assumptions. Other reasonable assumptions could have a material impact on the Company’s stock based compensation expense and therefore, its operational results.

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and equipment

Schedule of Property and equipment
	September 30, 2022			December 31, 2021

Leasehold improvements	$	130		$	130
Office equipment		98			64
Tools and plant equipment		1,629			830
Vehicles		70			59

Less—Accumulated depreciation		(203	)		(103	)
Property and equipment, net	$	1,724		$	980

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible assets

Schedule of Intangible assets
	September 30, 2022			December 31, 2021
Patents	$	12		$	12
Less—Accumulated amortization		(2	)		(1	)
Intangible assets, net	$	10		$	11

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Schedule of lease maturities

Schedule of lease maturities
Year
2022 (remaining 3 months)	$	90
2023		368
2024		379
2025		194
Total minimum lease payments		1,031
Less imputed interest		(47	)
Total operating lease liabilities	$	984

Stock Based Compensation and Common Stock (Tables)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Schedule of stock options at the grant date


	Three and Nine months ended September 30,
	2022		2021

Expected average life (years)		7.0		7.0
Expected volatility		75.33%		73.56%
Risk-free interest rate		1.65%		0.06%
Expected dividend yield		0%		0%

Schedule of stock options and restricted stock units Activity


	Options							RSUs
	Shares			Weighted average exercise price		Weighted average contractual term (in years)		Shares			Weighted average grant date fair value
Outstanding, December 31, 2021		45,466,295		$	7.00		7		1,344,657		$	-
Granted		782,605					7		110,000			7.00
Exercised		-			-				-			-
Forfeited		(585,162	)		7.00				(7,456	)		-
Shares issued		-							(1,278,858	)
Unissued shares converted to options		78,343							(78,343	)
Expired		-			-				-			-
Outstanding, September 30, 2022		45,742,081		$	7.00		7		90,000			7.00
Exercisable, September 30, 2022		31,961,690		$	7.00		7		-			-

Schedule of breakdown of common stock by class


	September 30, 2022		December 31, 2021

Class A		9,538,691		6,854,576
Class C		-		5,000
Class D		29,775,370		25,725,370
Total Shares Outstanding		39,314,061		32,584,946

Organization and Basis of Presentation (Details Narrative) - USD ($) $ in Thousands		9 Months Ended
	Nov. 04, 2022	Sep. 30, 2022	Jan. 02, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Net Loss		$ 53,000
Net cash flows used in operating activities		16,000
Cash		1,400
Accumulated deficit		201,000
Proceeds from issuance of common stock		15,300
Operating lease right of use asset		874	$ 874
Operating lease liability current		485	338
Operating lease liability non current		$ 692	$ 646
Subsequent Event [Member]
Subsequent Event [Line Items]
Proceeds from debt	$ 27,000
Principal amount	$ 30,000

Recent Accounting Pronouncements and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Recent Accounting Pronouncements And Summary Of Significant Accounting Policies
Cash fdic insurance amount	$ 250		$ 250
Advertising costs	1,500	$ 1,000	5,100	$ 2,200
Research and development	$ 670	$ 477	$ 2,500	$ 1,200

Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	$ (203)	$ (103)
Property plant and equipment, net	1,724	980
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment , gross	130	130
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment , gross	98	64
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment , gross	1,629	830
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment , gross	$ 70	$ 59

Property and Equipment (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 77	$ 5	$ 251	$ 12
Property and equipment			240
Capital lease	$ 193		$ 193

Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Patents	$ 12	$ 12
Less—Accumulated amortization	(2)	(1)
Intangible assets, net	$ 10	$ 11

Intangible Assets (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Descriptive of patent number	patent number 11.069.945 on July 20, 2021
Finite-Lived Intangible Assets, Amortization Method	straight-line method
Finite-Lived Intangible Asset, Useful Life	10 years
Amortization of intangible assets	$ 1	$ 1

Income Taxes (Details Narrative) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
Income Taxes (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Operating loss carry forward		$ 31,400
Operating loss carryforward expiration date		2037
Corporate tax rate			21.00%
Current income tax expenses benefit	$ 14,600
Unrecognized uncertain tax positions	$ 0	$ 0

Paycheck Protection Program Loan (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Feb. 11, 2021	Apr. 30, 2020
Short-Term Debt [Line Items]
Interest rate		1.00%
Other income	$ 397
Federal Reserve Bank Advances [Member]
Short-Term Debt [Line Items]
Loan granted		$ 397	$ 93

Net Loss per Share (Details Narrative) - $ / shares	3 Months Ended		9 Months Ended
Net Loss per Share (Details Narrative) - $ / shares	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Earning per share basic	$ 2.06	$ 6.59	$ 7.22	$ 6.69

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Leases (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases [Abstract]
2022 (remaining 3 months)	$ 90
2023	368
2024	379
2025	194
Total minimum lease payments	1,031
Less imputed interest	(47)
Total operating lease liabilities	$ 984

Leases (Details Narrative) $ in Thousands	Sep. 30, 2022 USD ($)
Leases [Abstract]
Operating Lease, Weighted Average Remaining Lease Term	5 years
Operating Lease, Weighted Average Discount Rate, Percent	3.25%
Lease liabilities	$ 193

Select Balance Sheet Accounts (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Vendor Deposits	$ 290	$ 100
Advanced customer deposit balance	$ 522

Stock Based Compensation and Common Stock (Details)	9 Months Ended
Stock Based Compensation and Common Stock (Details)	Sep. 30, 2022	Sep. 30, 2021
Equity [Abstract]
Expected average life (years)	7 years	7 years
Expected volatility	75.33%	73.56%
Risk-free interest rate	1.65%	0.06%
Expected dividend yield	0.00%	0.00%

Stock Based Compensation and Common Stock (Details 1)	9 Months Ended
Stock Based Compensation and Common Stock (Details 1)	Sep. 30, 2022 $ / shares shares
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Balance at beginning	45,466,295
Balance at beginning fair value \| $ / shares	$ 7.00
Weighted average conttractual term (in years)	7 years
Granted \| shares	782,605
Weighted average conttractual term (in years)	7 years
Exercised \| shares
Forfeited \| shares	(585,162)
Fair value exercised \| $ / shares	$ 7.00
Shares issued \| shares
Unissued shares converted to options \| shares	78,343
Expired \| shares
Balance at ending	45,742,081
Balance at ending fair value \| $ / shares	$ 7.00
Weighted average conttractual term (in years)	7 years
Options, Exercisable, Number	31,961,690
Options, Exercisable, Weighted Average Exercise Price \| $ / shares	$ 7.00
Weighted average conttractual term (in years)	7 years
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Balance at beginning	1,344,657
Balance at beginning fair value \| $ / shares
Granted \| shares	110,000
Granted fair value \| $ / shares	$ 7.00
Exercised \| shares
Forfeited \| shares	(7,456)
Shares issued \| shares	(1,278,858)
Unissued shares converted to options \| shares	(78,343)
Balance at ending	90,000
Balance at ending fair value \| $ / shares	$ 7.00
Options, Exercisable, Number
Options, Exercisable, Weighted Average Exercise Price \| $ / shares

Stock Based Compensation and Common Stock (Details 2) - shares	Sep. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Total Shares Outstanding	39,314,061	32,584,946
Common Class A [Member]
Class of Stock [Line Items]
Total Shares Outstanding	9,538,691	6,854,576
Common Class C [Member]
Class of Stock [Line Items]
Total Shares Outstanding		5,000
Common Class D [Member]
Class of Stock [Line Items]
Total Shares Outstanding	29,775,370	25,725,370

Stock Based Compensation and Common Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 24, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Class of Stock [Line Items]
Weighted average conversion ratio	664.00%
Employee Benefits and Share-Based Compensation						$ 115,000
Vested stock unissued	10,000,000
Stock Issued During Period, Shares, Employee Benefit Plan				714,043
Options vested				4,687,518
Share-Based Payment Arrangement, Expense		$ 10,200	$ 81,600	$ 34,400	$ 88,300
Common Stock, Shares Authorized		96,248,541		96,248,541
Common Stock, Par or Stated Value Per Share		$ 0.0001		$ 0.0001
Common Stock Class D [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	25,725,370
Stock Issued During Period, Shares, Employee Benefit Plan						578,400
Common Class D [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized		41,925,572		41,925,572		41,925,572
Common Stock, Par or Stated Value Per Share		$ 0.0001		$ 0.0001		$ 0.0001
Common Stock, Shares, Issued		29,775,370		29,775,370		25,725,370

Subsequent Events (Details Narrative) - Subsequent Event [Member] $ in Thousands	Nov. 04, 2022 USD ($)
Subsequent Event [Line Items]
Proceeds from debt	$ 27,000
Principal amount	$ 30,000
Gross proceeds description	Under the first tranche of funding, which closed upon signing of the Purchase Agreement, for gross proceeds of $9 million the Company issued Notes to the Investors in the aggregate principal amount of $10 million and Warrants to purchase up to an aggregate of 231,312 Warrant Shares. Upon the third trading day following the effectiveness of the Registration Statement, and subject to the satisfaction of certain conditions, a second tranche of funding will be provided by the Investors in the aggregate principal amount of $10 million for gross proceeds to the Company of $9 million. Upon the thirtieth trading day following the closing of the second tranche of funding, and subject to the satisfaction of certain conditions, a third tranche of funding will be provided by the Investors in the aggregate principal amount of $10 million for gross proceeds to the Company of $9 million.