ADVENT TECHNOLOGIES HOLDINGS, INC., 10-Q filed on 10/15/2024
Quarterly Report
v3.24.3
Cover - shares
 3 Months Ended
Mar. 31, 2024
Oct. 09, 2024
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 001-38742  
Entity Registrant Name Advent Technologies Holdings, Inc.  
Entity Central Index Key 0001744494  
Entity Tax Identification Number 83-0982969  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 5637 La Ribera St.  
Entity Address, Address Line Two Suite A  
Entity Address, City or Town Livermore  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 94550  
City Area Code (925)  
Local Phone Number 455-9400  
Entity Current Reporting Status No  
Entity Interactive Data Current No  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   2,636,508
Common Stock, par value $0.0001 per share    
Title of 12(b) Security Common Stock, par value $0.0001 per share  
Trading Symbol ADN  
Security Exchange Name NASDAQ  
Warrants    
Title of 12(b) Security Warrants  
Trading Symbol ADNWW  
Security Exchange Name NASDAQ  
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 774 $ 3,562
Restricted cash, current 98 100
Accounts receivable, net 1,085 191
Contract assets 11 21
Inventories 2,077 2,707
Prepaid expenses and Other current assets 3,184 2,254
Total current assets 7,229 8,835
Non-current assets:    
Intangibles, net 77 79
Property and equipment, net 20,749 21,549
Right-of-use assets 3,046 3,216
Restricted cash, non-current 750 750
Other non-current assets 301 308
Available for sale financial asset
Total non-current assets 24,923 25,902
Total assets 32,152 34,737
Current liabilities:    
Trade and other payables 5,679 5,087
Deferred income from grants, current 7 530
Contract liabilities 2,280 2,015
Loss contingency liabilities 5,140
Other current liabilities 1,816 1,916
Operating lease liabilities 2,164 2,186
Income tax payable 176 179
Total current liabilities 17,262 11,913
Non-current liabilities:    
Warrant liability 59
Long-term operating lease liabilities 7,852 8,230
Defined benefit obligation 86 83
Deferred income from grants, non-current 202 320
Other long-term liabilities 671 684
Total non-current liabilities 8,811 9,376
Total liabilities 26,073 21,289
Stockholders’ equity    
Common stock ($0.0001 par value per share; Shares authorized: 500,000,000 at March 31, 2024 and December 31, 2023; Issued and outstanding: 2,605,135 and 2,580,159 at March 31, 2024 and December 31, 2023, respectively)
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at March 31, 2024 and December 31, 2023; nil 0 issued and outstanding at March 31, 2024 and December 31, 2023)
Additional paid-in capital 197,000 194,941
Accumulated other comprehensive loss (2,406) (2,334)
Accumulated deficit (188,515) (179,159)
Total stockholders’ equity 6,079 13,448
Total liabilities and stockholders’ equity $ 32,152 $ 34,737
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 500,000,000 500,000,000
Common stock, shares issued (in shares) 2,605,135 2,580,159
Common stock, shares outstanding (in shares) 2,605,135 2,580,159
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
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
Revenue, net $ 3,451 $ 977
Cost of revenues (1,019) (1,484)
Gross loss 2,432 (507)
Income from grants 1,437 534
Research and development expenses (1,415) (3,141)
Administrative and selling expenses (6,903) (8,489)
Sublease income 145
Amortization of intangibles (1) (221)
Operating loss (4,305) (11,824)
Fair value change of warrant liability 59 390
Finance income / (expenses), net (232) 110
Foreign exchange gains / (losses), net (9) (41)
Loss contingency (4,907)
Other income / (expenses), net (17) 173
Loss before income tax (9,411) (11,192)
Income taxes 55 (796)
Net loss $ (9,356) $ (11,988)
Net loss per share    
Basic loss per share $ (3.62) $ (6.92)
Basic weighted average number of shares 2,584,918 1,733,439
Diluted loss per share $ (3.62) $ (6.92)
Diluted weighted average number of shares 2,584,918 1,733,439
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
Net loss $ (9,356) $ (11,988)
Other comprehensive loss, net of tax effect:    
Foreign currency translation adjustment (72) 336
Total other comprehensive gain (loss) (72) 336
Comprehensive loss $ (9,428) $ (11,652)
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($)
$ in Thousands
Preferred Stock Series A [Member]
Preferred Stock Series Seed [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Total
Beginning balance, value at Dec. 31, 2022 $ 174,514 $ (107,762) $ (2,604) $ 64,148
Beginning balance, shares at Dec. 31, 2022 1,723,924        
Stock issued under stock compensation plan (Unaudited)
Stock issued under stock compensation plan, shares     18,131        
Stock based compensation expense (Unaudited) 2,572 2,572
Net loss (Unaudited) (11,988) (11,988)
Other comprehensive gain (Unaudited) 336 336
Ending balance, value at Mar. 31, 2023 177,086 (119,750) (2,268) 55,068
Ending balance, shares at Mar. 31, 2023 1,742,055        
Beginning balance, value at Dec. 31, 2023 194,941 (179,159) (2,334) 13,448
Beginning balance, shares at Dec. 31, 2023 2,580,159        
Issuance of common stock for cash (Unaudited) 126 126
Issuance of common stock for cash, shares     24,976        
Stock issued under stock compensation plan (Unaudited)
Stock based compensation expense (Unaudited) 1,933 1,933
Net loss (Unaudited) (9,356) (9,356)
Other comprehensive gain (Unaudited) (72) (72)
Ending balance, value at Mar. 31, 2024 $ 197,000 $ (188,515) $ (2,406) $ 6,079
Ending balance, shares at Mar. 31, 2024 2,605,135        
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash Flows from Operating Activities:    
Net loss for the three months ended $ (9,356) $ (11,988)
Adjustments to reconcile net loss to net cash flows used in operating activities:    
Depreciation of property and equipment 717 401
Amortization of intangible assets 1 221
Provision for litigation expenses 4,907
Fair value gain of warrant liability (59) (390)
Stock-based compensation expense 1,933 2,572
Benefit for current and deferred income taxes (55) 797
Net losses on disposal/write-offs of property, plant and equipment and intangible assets 21
Provision for inventories 239
Net periodic cost of defined benefit obligation 5 6
Changes in operating assets and liabilities:    
Decrease/(increase) in accounts receivable (896) 463
Decrease/(increase) in contract assets 9 (241)
Decrease/(increase) in inventories 348 (1,992)
Increase in prepaid expenses and other current assets (910) (1,566)
Decrease in other non-current assets 5 1,197
(Decrease)/increase in trade payables 625 (930)
Decrease in deferred income from grants (632)
Increase in loss contingency liability 233
(Decrease)/increase in contract liabilities 292 (22)
(Decrease)/increase in other current liabilities (73) 362
Decrease in other long-term liabilities (118)
Operating lease asset and liabilities (230) (220)
Net Cash used in Operating Activities (2,876) (11,448)
Cash Flows from Investing Activities:    
Purchases of property and equipment (29) (911)
Advances for the acquisition of property and equipment (976)
Net Cash used in Investing Activities (29) (1,887)
Cash Flows from Financing Activities:    
Issuance of common stock 126
Net Cash provided by Financing Activities 126
Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents (2,779) (13,335)
Effect of exchange rate changes on cash, cash equivalent, restricted cash and restricted cash equivalents (11) 11
Cash, cash equivalents, restricted cash and restricted cash equivalents at the beginning of the period 4,412 33,619
Cash, cash equivalents, restricted cash and restricted cash equivalents at the end of the period 1,622 20,295
Reconciliation to Condensed Consolidated Balance Sheets:    
Cash and cash equivalents 774 19,545
Restricted cash, current 98
Restricted cash, non-current 750 750
Cash, cash equivalents, restricted cash and restricted cash equivalents $ 1,622 $ 20,295
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Pay vs Performance Disclosure [Table]    
Net loss $ (9,356) $ (11,988)
v3.24.3
Insider Trading Arrangements
 3 Months Ended
Mar. 31, 2024
Insider Trading Arrangements [Line Items]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Basis of presentation
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of presentation

1. Basis of presentation

 

Overview

 

Advent Technologies Holdings, Inc. and its subsidiaries (collectively referred to as “Advent” and the “Company”) is an advanced materials and technology development company operating in the fuel cell, methanol, and hydrogen technology space. Advent is a world-leading company in the development of the HT-PEM technology (with more than 150 patents issued, pending, or licensed worldwide). The HT-PEM fuel cell technology developed by Advent enables off-grid power systems to produce clean power from various green fuels (hydrogen, methanol, bio and eMethanol, and renewable natural gas) and to function with higher efficiency at extreme ambient temperatures and in general extreme environmental conditions (humidity, air pollution). Advent’s main operations focus on developing and manufacturing the Membrane Electrode Assembly (MEA), which is the core electrochemical element and the most critical component of the fuel cell. The MEA largely determines lifetime, power density, efficiency, and overall cost of installation and operation for all applications. Advent is working with world-leading market-leading OEMs with the goal of bringing to the market complete fuel cell systems for a range of applications in the stationary power markets (backup, off-grid, and portable power) and the heavy-duty mobility markets (automotive, aviation, marine).

 

Advent has its headquarters in Livermore, California, and the Company has MEA and fuel cell product development facilities in Livermore, California and Patras, Greece. Previously, the Company’s headquarters were located in Boston, Massachusetts. During 2023, the Company decided to consolidate certain of its German operations with its operations in Greece. During June 2024, the Company closed its facilities in Boston, MA, and no longer maintains its facilities in Denmark and the Philippines due to the bankruptcy of Advent Technologies A/S in July 2024, as discussed in Note 22 Subsequent events.

 

On February 4, 2021 (“Closing Date”), AMCI Acquisition Corp. (“AMCI”), consummated the 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, Advent Technologies, Inc., a Delaware corporation (“Legacy Advent”), and Vassilios 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. 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 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, 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.

 

On February 18, 2021, Advent Technologies, Inc. entered into a Membership Interest Purchase Agreement with Bren-Tronics, Inc. (“Bren-Tronics”) and UltraCell, LLC (“UltraCell”), a Delaware limited liability company and a direct wholly owned subsidiary of Bren-Tronics.

 

UltraCell LLC was renamed to Advent Technologies LLC following its acquisition by the Company.

 

On June 25, 2021, the Company entered into a Share Purchase Agreement, with F.E.R. fischer Edelstahlrohre GmbH, a limited liability company incorporated under the Laws of Germany (the “Seller”) to acquire 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”) together with certain outstanding shareholder loan receivables.

 

SerEnergy and FES were renamed to Advent Technologies A/S and Advent Technologies GmbH, respectively, following their acquisition by the Company on August 31, 2021.

 

The unaudited condensed consolidated financial statements of the Company have been prepared to reflect the consolidation of the companies listed below:

 

               
   Country of  Ownership Interest  Statements of Operations
Company Name  Incorporation  Direct  Indirect  2024  2023
Advent Technologies, Inc.  USA  100%  -  01/01 – 3/31  01/01 – 3/31
Advent Technologies S.A.  Greece  -  100%  01/01 – 3/31  01/01 – 3/31
Advent Technologies LLC  USA  -  100%  01/01 – 3/31  01/01 – 3/31
Advent Technologies GmbH  Germany  100%  -  01/01 – 3/31  01/01 – 3/31
Advent Technologies A/S  Denmark  100%  -  01/01 – 3/31  01/01 – 3/31
Advent Green Energy Philippines, Inc  Philippines  -  100%  01/01 – 3/31  01/01 – 3/31

 

The Company has limited financial information, for the period January 1, 2024, through March 31, 2024, including the statement of operation information for Advent Technologies A/S, its wholly owned subsidiary Advent Green Energy Philippines, Inc. and Advent Technologies GmbH due to the bankruptcy of Advent Technologies A/S and the related loss of access to the underlying accounting records and access to Company finance personnel. The Company estimated changes in balance sheet accounts, revenue and expenses based upon bank statements and internal management reporting. The subsidiaries do not qualify for discontinued operations until Q3 2024.

 

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, 2023, included in the Annual Report on Form 10-K filed with the SEC on August 13, 2024. We reclassified certain prior year amounts in our consolidated financial statements to conform to the current year presentation.

 

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated.

 

Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise specified.

 

Going Concern

 

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company considers that the going concern basis is appropriate for the preparation of its unaudited condensed consolidated financial statements, as it is pursuing additional fund raising as disclosed below and has no intentions to proceed with liquidation. The going concern basis of presentation assumes that the Company will continue in operation one year from the date these unaudited condensed consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. As such, the accompanying unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern. Following the significant non adjusting subsequent events of Advent Technologies A/S bankruptcy and the termination of the Hood Park lease agreement, the Company presents a Proforma Consolidated Balance Sheet as at March 31, 2024 and December 31, 2023 in the Note 22 to the consolidated financial statements to reflect the impact of those events.

 

In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date that the unaudited condensed consolidated financial statements are issued. The Company’s ability to meet its liquidity needs will largely depend on its ability to generate cash in the future. During the three months ended March 31, 2024, the Company used $2.9 million of cash in operating activities, and the Company’s ability to generate cash in the future is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond the Company’s control. Furthermore, the Company has suffered recurring operating losses and has a negative net working capital position of $10.0 million as of March 31, 2024. In addition, as of the issuance date of these unaudited condensed consolidated financial statements the Company is overdue in a number of its obligations which could give the right to creditors at any time from the issuance date of these consolidated financial statements to raise legal action against the Company which in turn could potentially lead to liquidation action against the Company and/or its subsidiaries. The transition to profitability and positive cash flow is highly dependent upon the successful development, approval, and commercialization of the Company’s products and the achievement of a revenue level adequate to support its cost structure and the Company can give no assurances that this will occur. Based on the Company’s current operating plan, the Company believes that its cash and cash equivalents as of March 31, 2024, of $0.8 million and $0.5 million as of September 25, 2024, are not sufficient to fund operations and capital expenditures for the twelve months following the filing of this Quarterly Report on Form 10-Q, and the Company will need to obtain additional funding in the very near term, otherwise the Company may immediately substantially curtail or terminate its operations.

 

The Company performed a cash flow projection on a monthly basis for the twelve-month period following the issuance of the consolidated financial statements. With regards to the cash flow projections, the projected inflows from revenues and grants will be insufficient to cover the projected outflows, as such, the Company will continue to have a negative net working capital position and a delay in the projected timing of the short term financing and inflows and/or an immediate demand by creditors of repayment of the long outstanding payables may result in the Company being insolvent and short of cash at any specific time over the coming weeks and over the next twelve months.

 

The highlights of the projections are as follows:

 

The Company projects cash inflows from contracted revenues and grants for which it has already signed agreements with third parties and estimates projected outflows assuming the effective implementation of the Company’s plans to reduce monthly expenditures gradually during 2024.

 

The cash flow projections do not include any cash inflows or outflows from Advent Technologies A/S which was declared bankrupt by the court in Aalborg, Denmark on July 25, 2024, and its wholly owned subsidiary Green Energy Philippines, Inc. The Company did not include any outflows relating to Advent Technologies A/S, since it believes that the bankruptcy of its subsidiary, will not have any material effect, except for a potential claim of approximately $0.5 million from a supplier contract for which the parent company Advent Technologies Holdings, Inc. is the guarantor.

 

In addition, the projections do not include any cash outflows relating to commitments and contingencies as disclosed in Note 20 to the unaudited condensed consolidated financial statements, since the Company believes that any cash outflows relating to these commitments will not materialize based on the Company’s plans to agree the termination of such contracts with its suppliers and a contingent loss as outcome of the pending arbitration it is not probable.

 

Until such time as the Company generates sufficient revenue to fund its operations (if ever), the Company plans to finance its operations and repay its existing and future liabilities and other obligations through the sale of equity and/or debt securities and, to the extent available, short-term and long-term loans. As part of its plan, on July 30, 2024, the Company entered into a securities purchase agreement, (the “Purchase Agreement”), with an institutional investor (the “Investor”) pursuant to which, at the closing, defined as the filing date of the Company’s 10-K, the Company will issue to the Investor a senior promissory note in the principal amount of $1 million (the “Senior Note”), repayable within one year and bearing interest of 18%. The Company has not yet closed on the $1 million financing and no loan proceeds have yet been received by the Company. However, the Company and the Investor are working together to close this financing as soon as possible. The Investor has also committed to provide the Company with a one-year revolving line of credit for an aggregate maximum principal amount of $2 million, again bearing interest of 18% (the two debt transactions are referred to as the “Financing”). The $2 million financing is contingent upon the Company’s filing of a Registration Statement on Form S-1 with the Securities and Exchange Commission with respect to an underwritten or “best efforts” public offering by the Company of its common stock, and/or common stock equivalents registered under the Securities Act of 1933, as amended for proceeds to the Company of not less than $5 million (a “Qualified Public Equity Offering”). The Company can give no assurances as of the date of issuance of the consolidated financial statements as to whether the Company will be successful in raising this Financing and executing a Qualified Public Equity Offering. The Company will use the proceeds from the Financing for general corporate purposes, including expenses related to the preparation of its Quarterly Report on Form 10-Q for the three months ended March 31, 2024, and expenses to facilitate a Qualified Public Equity Offering and the proceeds of the Qualified Public Equity Offering for general corporate purposes.

 

With regards to the projected revenues and grants, a delay in the projected timing of inflows may result in the Company remaining insolvent and short of cash at any specific time over the next twelve months. Also, there is no guarantee that the Company’s plans to reduce monthly expenditures will be successful. Beyond that, there is no guarantee about when the Registration Statement in Form S-1 will be filed and therefore the committed one-year revolving line of credit of maximum $2 million will be received. In addition, there is no guarantee with regards to the Company’s ability to secure proceeds of not less than $5 million from the Qualified Public Entity Offering.

 

If the Company is unable to obtain sufficient funding, it could be required to delay its development efforts, limit activities, and further reduce research and development costs, which could adversely affect its business prospects and delivery of contractual obligations. A cash shortfall at any point in time over the next twelve months could result in the Company failing to meet its overdue and current obligations which could trigger action against the Company and/or its subsidiaries for liquidation by employees, authorities, or creditors. Because of the uncertainty in securing additional funding, delays in growth of revenue, failure to materialize cost-cutting efforts and the insufficient amount of cash and cash equivalents as of the consolidated financial statement filing date, management has concluded that substantial doubt exists with respect to the Company’s ability to continue as a going concern for one year from the date the unaudited condensed consolidated financial statements are issued.

 
v3.24.3
Summary of Significant Accounting Policies
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2. 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 Annual Report Form 10-K filed with the SEC on August 13, 2024.

 

The Company did not apply any new accounting policies during the three-month period ended March 31, 2024 other than those noted below.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, management evaluates the estimates and judgments, including those related to the selection of useful lives for tangible assets, expected future cash flows from long-lived assets to support impairment tests, the carrying value of goodwill, provisions necessary for accounts receivables and inventory write downs, provisions for legal disputes, and contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates under different assumptions and/or conditions.

 

Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

 

Cash and cash equivalents are highly liquid investments with original maturities of three months or less. Cash and cash equivalents consist of cash on hand, deposits held on call with banks and investments in money market funds with original maturities of three months or less at the date of acquisition. As of March 31, 2024 and December 31, 2023, the Company has cash and cash equivalents which are restricted of $0.9 million. The restricted cash equivalent is a letter of credit required by the Company’s lease agreement for the Hood Park facility in Boston, MA. The letter of credit is required for the duration of the lease agreement which has a term of eight years. The lease commenced in October 2022.

 

The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported in the consolidated balance sheets that aggregate to the beginning and ending balances shown in the unaudited condensed consolidated statements of cash flows as follows:

 

               
   

March 31,
2024

     December 31,
2023		  
(Amounts in thousands)  

(Unaudited)

      
Cash and cash equivalents   $ 774     $ 3,562  
Restricted cash, current     98       100  
Restricted cash, non-current     750       750  
Cash, cash equivalents, restricted cash and restricted cash equivalents   $ 1,622     $ 4,412  

 

 

Warranties

 

The Company provides a warranty on fuel cells we sell for typically 2 years. The Company accrues a warranty reserve of 8% of the sale price of the fuel cells sold, which includes the Company’s best estimate of the projected costs to repair or replace items under warranties and recalls when identified. Warranty reserve is released when repairs or replacements are carried out in relation to items under warranties or when the warranty period for the fuel cell expires. The portion of the warranty reserve expected to be incurred within the next 12 months is included within Other current liabilities, while the remaining balance is included within Other long-term liabilities on the unaudited condensed consolidated balance sheets. Warranty expense is recorded as a component of cost of revenue in the unaudited condensed consolidated statements of operations.

 

The changes in the accrued warranty reserve for the three months ended March 31, 2024 and 2023 were as follows:

 

               
    Three Months Ended
March 31,		  
(Amounts in thousands)   2024     2023  
Balance at beginning of period   $ 911     $ 1,048  
Additions     -       20  
Settlements     -       (113 )
Foreign exchange fluctuations     (17 )     17  
Balance at end of period   $ 894     $ 972  

 

Credit Losses

 

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 adopted the standard on January 1, 2023, in accordance with the adoption dates for private entities applicable to it under its emerging growth company status at that time and the standard did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. The Company is exposed to credit losses primarily through sales of its products. The Company assesses each customer’s ability to pay and a credit loss estimate by conducting a credit review which includes consideration of established credit rating or an internal assessment of the customer’s creditworthiness based on an analysis of their payment history when a credit rating is not available. The Company monitors credit exposure through active review of customer balances. The Company’s expected loss methodology for accounts receivable is developed through consideration of factors including, but not limited to, historical collection experience, current customer credit ratings, current customer financial condition, current and future economic and market conditions, and age of the receivables. Charges related to credit losses are included in administrative and selling expenses and are recorded in the period that the outstanding receivables are determined to be doubtful. Account balances are written-off against the allowance when they are deemed uncollectible.

 

Fair Value Measurements

 

The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

 

The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories:

 

● Level 1: Quoted prices in active markets for identical assets or liabilities.

 

● Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace.

 

● Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

 

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

Convertible Bond Loan

 

On May 25, 2022, Advent Technologies S.A (“Advent SA”) and UNI.FUND Mutual Fund (“UNIFUND”) entered into an agreement to finance Cyrus SA (“Cyrus”) with a convertible bond loan (“Bond Loan”) of €1.0 million. As a part of this transaction, Advent SA offered €0.3 million in bond loans with an annual interest rate of 8.00%. The term of the loan is three years and there is a surcharge of 2.5% for overdue interest.

 

Cyrus business relates to the research and experimental development in natural sciences and mechanics, the construction of pumps and hydrogen compressors and the wholesale of compressors. Hydrogen compressors are a critical part of the Hydrogen Refueling Stations (HRS) to be used by transport applications. Cyrus has developed a prototype Metal Hydride Compressor which offers unique advantages. The proceeds from the Bond Loan are to cover Cyrus’s working capital needs in the context of its operation and the product development.

 

Mandatory conversion of the Bond Loan will occur in the event of qualified financing which is equivalent to a share capital increase by Cyrus in the first three years from the execution of the Bond Loan agreement with a total amount over €3 million which is covered by third parties unrelated to the basic shareholders or by investors related to them.

 

The Company classifies the Bond Loan as an available for sale financial asset on the consolidated balance sheets. The Company recognizes interest income within the consolidated statement of operations. For the three months ended March 31, 2024, and 2023, the Company recognized $7 thousand and $7 thousand of interest income related to the Bond Loan within the consolidated statements of operations, respectively.

 

The Company initially measured the available for sale Bond Loan at the transaction price plus any applicable transaction costs. The Bond Loan is remeasured to its fair value at each reporting period and upon settlement. The estimated fair value of the Bond Loan is determined using Level 3 inputs by using a discounted cash flow model. The change in fair value is recognized within the consolidated statements of comprehensive loss. As of March 31, 2024, the Company continues to fully reserve the Bond Loan as an expected credit loss. The Company did not recognize any unrealized gain / (loss) during the three months ended March 31, 2024, or 2023.

 

Warrant Liability

 

As a result of the Business Combination, the Company assumed a warrant liability (the “Warrant Liability”) related to previously issued 131,343 warrants, each exercisable to purchase one share of common stock at an exercise price of $345.00 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 13,333 warrants, each exercisable to purchase one share of Common Stock at an exercise price of $345.00 per share, converted from the Sponsor’s non-interest bearing loan to the Company of $0.4 million in connection with the closing of the Business Combination (the “Working Capital Warrants”) (Note 13). The Private Placement Warrants and the Working Capital Warrants have substantially the same terms as the 734,309 warrants, each exercisable to purchase one share of Common Stock at an exercise price of $345.00 per share, issued by AMCI in its initial public offering (the “Public Warrants”).

 

The following tables summarize the fair value of the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023.

 

                 
   

As of
March 31,
2024

(Unaudited)

  
(Amounts in thousands)   Fair Value     Unobservable Inputs
(Level 3)		  
Assets                
Available for sale financial asset   $ -     $ -  
    $ -     $ -  
                 
Liabilities                
Warrant liability   $ -     $ -  
    $ -     $ -  

 

    As of
December 31,
2023		  
(Amounts in thousands)   Fair Value     Unobservable Inputs
(Level 3)		  
Assets                
Available for sale financial asset   $ -     $ -  
    $ -     $ -  
                 
Liabilities                
Warrant liability   $ 59     $ 59  
    $ 59     $ 59  

 

The carrying amounts of the Company’s remaining financial instruments reflected on the consolidated balance sheets and which consist of cash and cash equivalents, accounts receivables, net, other current assets, trade and other payables, and other current liabilities, approximate their respective fair values due to their short-term nature.

 

Changes in the fair value of Level 3 assets and liabilities for the three months ended March 31, 2024 and 2023 were as follows:

 

               
Available for Sale Financial Asset (Unaudited)
(Amounts in thousands)   For the
Three Months Ended
March 31,
2024		     For the
Three Months Ended
March 31,
2023		  
Estimated fair value (beginning of period)   $ -     $ 320  
Foreign exchange fluctuations     -       6  
Change in estimated fair value     -       -  
Estimated fair value (end of period)   $ -     $ 326  

 

Warrant Liability (Unaudited)
(Amounts in thousands)   For the
Three Months Ended
March 31,
2024		     For the
Three Months Ended
March 31,
2023		  
Estimated fair value (beginning of period)   $ 59     $ 998  
Change in estimated fair value     (59 )     (390 )
Estimated fair value (end of period)   $ -     $ 608  

 

The Warrant Liability is remeasured to its fair value at each reporting period and upon settlement. The change in fair value is recognized in “Fair value change of warrant liability” on the consolidated statements of operations.

 
v3.24.3
Related party disclosures
 3 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
Related party disclosures

3. Related party disclosures

 

Balances with related parties

 

The were no outstanding balances with related parties as of March 31, 2024 and December 31, 2023.

 

Transactions with related parties

 

Related parties’ transactions are in the normal course of operations and are measured at the amount of consideration established and agreed to by related parties.

 
v3.24.3
Accounts receivable, net
 3 Months Ended
Mar. 31, 2024
Receivables [Abstract]  
Accounts receivable, net

4. Accounts receivable, net

 

Accounts receivable consist of the following:

 

               
    March 31,
2024		     December 31,
2023		  
(Amounts in thousands)   (Unaudited)        
Accounts receivable from third party customers   $ 1,442     $ 552  
Less: Allowance for credit losses     (357 )     (361 )
Accounts receivable, net   $ 1,085     $ 191  

 
v3.24.3
Inventories
 3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
Inventories

5. Inventories

 

Inventories consist of the following:

 

               
    March 31,
2024		     December 31,
2023		  
(Amounts in thousands)   (Unaudited)        
Raw materials and supplies   $ 8,813     $ 9,461  
Work-in-process     360       223  
Finished goods     5,175       5,275  
Total   $ 14,348     $ 14,959  
Provision for inventory     (12,271 )     (12,252 )
Total   $ 2,077     $ 2,707  

 

The changes in the provision for inventory is as follows:

 

               
  For the
Three Months Ended
March 31,
2024		     For the
Three Months Ended
March 31,
2023		  
(Amounts in thousands)   (Unaudited)     (Unaudited)  
Balance at beginning of period   $ (12,252 )   $ (232 )
Additions during the period     (239 )     -  
Exchange differences     220       (4 )
Balance at end of period   $ (12,271 )   $ (236 )

 
v3.24.3
Prepaid expenses and other current assets
 3 Months Ended
Mar. 31, 2024
Prepaid Expenses And Other Current Assets  
Prepaid expenses and other current assets

6. Prepaid expenses and other current assets

 

Prepaid expenses are analyzed as follows:

 

               
    March 31,
2024		     December 31,
2023		  
(Amounts in thousands)   (Unaudited)        
Prepaid insurance expenses   $ 1,093     $ 155  
Prepaid research expenses     13       36  
Other prepaid expenses     957       958  
Total   $ 2,063     $ 1,149  

 

Prepaid insurance expenses as of March 31, 2024 and December 31, 2023 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.

 

Prepaid research expenses as of March 31, 2024 and December 31, 2023 mainly relate to prepayments for expenses under the Cooperative Research and Development Agreement as discussed in Note 17.

 

Other prepaid expenses as of March 31, 2024 and December 31, 2023 mainly include prepayments for professional fees and purchases, which also include costs to fulfill a contract with customers which are expected to be recognized within 2024, upon delivery of services to these customers.

 

Other current assets are analyzed as follows:

 

               
   

March 31,
2024

     December 31,
2023		  
(Amounts in thousands)   (Unaudited)        
VAT receivable   $ 290     $ 273  
Withholding tax     20       20  
Grant receivable     559       570  
Purchases under receipt     -       1  
Guarantees     9       9  
Other receivables     107       152  
Accrued sublease income     130       80  
Accrued interest income     6       -  
Total   $ 1,121     $ 1,105  

 
v3.24.3
Intangible Assets
 3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets

7. Intangible Assets

 

Information regarding our intangible assets, including assets recognized from our acquisitions, as of March 31, 2024 and December 31, 2023 is as follows:

 

                               
    As of March 31, 2024 (Unaudited)  
(Amounts in thousands)   Gross
Carrying
Amount		     Accumulated
Amortization		     Cumulative
Impairment		     Net
Carrying
Amount		  
Indefinite-lived intangible assets:                                
Trade name “UltraCell”   $ 406     $ -     $ (406 )   $ -  
Total indefinite-lived intangible assets   $ 406     $ -     $ (406 )   $ -  
Finite-lived intangible assets:                                
Patents     21,221       (3,247 )     (17,974 )     -  
Process know-how (IPR&D)     2,612       (1,017 )     (1,595 )     -  
Order backlog     266       (266 )     -       -  
Software     229       (152 )     -       77  
Total finite-lived intangible assets   $ 24,328     $ (4,682 )   $ (19,569 )   $ 77  
Total intangible assets   $ 24,734     $ (4,682 )   $ (19,975 )   $ 77  

 

    As of December 31, 2023  
(Amounts in thousands)   Gross
Carrying
Amount		     Accumulated
Amortization		     Cumulative
Impairment		     Net
Carrying
Amount		  
Indefinite-lived intangible assets:                                
Trade name “UltraCell”   $ 406     $ -     $ (406 )   $ -  
Total indefinite-lived intangible assets   $ 406     $ -     $ (406 )   $ -  
Finite-lived intangible assets:                                
Patents     21,221       (3,247 )     (17,974 )     -  
Process know-how (IPR&D)     2,612       (1,017 )     (1,595 )     -  
Order backlog     266       (266 )     -       -  
Software     233       (154 )     -       79  
Total finite-lived intangible assets   $ 24,332     $ (4,684 )   $ (19,569 )   $ 79  
Total intangible assets   $ 24,738     $ (4,684 )   $ (19,975 )   $ 79  

 

 

The Company did not record any additions to indefinite-lived intangible assets during the three months ended March 31, 2024 and 2023.

 

The amortization expense for the intangible assets for the three months ended March 31, 2024 and 2023 was $1.0 thousand and $0.2 million, respectively.

 

All remaining intangible assets, other than software, from the UltraCell and SerEnergy and FES acquisitions were impaired during the year ended December 31, 2023.

 

Amortization expense is recorded on a straight-line basis. Assuming constant foreign currency exchange rates and no change in the gross carrying amount of the intangible assets, future amortization expense related to the Company’s intangible assets subject to amortization as of March 31, 2024 is expected to be as follows:

 

       
(Amounts in thousands)      
Fiscal Year Ended December 31,      
2024   $ 21  
2025     28  
2026     28  
2027     -  
2028     -  
Thereafter     -  
Total   $ 77  

 
v3.24.3
Property, plant and equipment, net
 3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
Property, plant and equipment, net

8. Property, plant and equipment, net

 

The Company’s property, plant and equipment, net, consisted of the following:

 

               
    March 31,
2024		     December 31,
2023		  
(Amounts in thousands)   (Unaudited)        
Land, Buildings & Leasehold Improvements   $ 14,427     $ 14,475  
Machinery     12,958       14,308  
Equipment     4,674       4,785  
    $ 32,059     $ 33,568  
Less: accumulated depreciation     (8,926 )     (9,635 )
Less: impairment     (2,384 )     (2,384 )
Total   $ 20,749     $ 21,549  

 

During the three months ended March 31, 2024, additions to property, plant and equipment of $28 thousand for equipment. During the three months ended March 31, 2023, additions to property, plant and equipment of $2.5 million, primarily consisted of machines and assets under construction related to the Hood Park facility.

 

During the three months ended March 31, 2024, the Company disposed of machinery and other equipment for which it has no future use and with a net book value of $21 thousand resulting in a loss.

 

On June 29, 2024, in an effort to reduce costs, the Company decided to abandon the facility at Hood Park and was able to find a new tenant to occupy the space. The Company and the landlord agreed to accelerate the expiration of the lease to occur on June 30, 2024. The Company had a letter of credit in the amount of $750 thousand in favor of the landlord and that letter of the credit was released to the landlord in satisfaction of any claims against the Company. As of March 31, 2024 and December 31, 2023, the Company had $10.3 million and $10.4 million, respectively, of leasehold improvements and $0.5 million and $0.5 million, respectively, of furniture that will be forfeited as part of the exit of Hood Park.

 

Depreciation expense during the three months ended March 31, 2024 and 2023 was $0.7 million and $0.4 million, respectively.

 

There are no collaterals or other commitments on the Company’s property, plant and equipment.

 
v3.24.3
Other non-current assets
 3 Months Ended
Mar. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Other non-current assets

9. Other non-current assets

 

Other non-current assets as of March 31, 2024 and December 31, 2023 are mostly comprised of guarantees to suppliers of $0.3 million and $0.3 million, respectively.

 
v3.24.3
Trade and other payables
 3 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
Trade and other payables

10. Trade and other payables

 

Trade and other payables as of March 31, 2024 and December 31, 2023 include balances of suppliers and consulting service providers of $5.7 million and $5.1 million, respectively.

 
v3.24.3
Other current liabilities
 3 Months Ended
Mar. 31, 2024
Other Current Liabilities  
Other current liabilities

11. Other current liabilities

 

As of March 31, 2024 and December 31, 2023, other current liabilities consist of the following:

 

               
    March 31,
2024		     December 31,
2023		  
(Amounts in thousands)   (Unaudited)        
Accrued expenses(1)   $ 813     $ 831  
Other short-term payables     256       262  
Taxes and duties payable     230       257  
Provision for unused vacation     243       248  
Accrued provision for warranties, current portion (Note 14)     223       228  
Social security funds     43       81  
Overtime provision     8       9  
Total   $ 1,816     $ 1,916  

 

 
(1) Accrued expenses are analyzed as follows:

 

               
    March 31,
2024		     December 31,
2023		  
(Amounts in thousands)   (Unaudited)        
Accrued expenses for legal and consulting fees   $ 270     $ 219  
Accrued payroll fees     61       139  
Other accrued expenses     482       473  
Total   $ 813     $ 831  

 

Other accrued expenses mainly consist of accrual of staff expenses and audit fees.

 
v3.24.3
Leases
 3 Months Ended
Mar. 31, 2024
Leases  
Leases

12. Leases

 

The Company enters into operating lease agreements for the use of real estate and certain other equipment. The Company determines if an arrangement contains a lease at inception, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. The impacts of accounting for operating leases are included in Right-of-use assets, Operating lease liabilities, and Long-term operating lease liabilities in the Company’s consolidated balance sheets.

 

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 $0.5 million. 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 $0.1 million which is included in Other non-current assets on the consolidated balance sheet as of March 31, 2024, and December 31, 2023.

 

On January 9, 2023, the Company entered into a sublease agreement by and among the Company, in its capacity as sublandlord, BP Hancock LLC, a Delaware limited liability company, in its capacity as landlord, and Hughes Boston, Inc. (“Hughes”), in its capacity as subtenant. The sublease provides for the rental by Hughes of office space at 200 Clarendon Street, Boston, MA 02116. Under the terms of the sublease, Hughes subleases 6,041 square feet at an initial fixed annual rent of $0.6 million and will increase 3.0% on each anniversary of the sublease commencement date. The term of the sublease is through March 2026 (unless terminated as provided in the sublease) and the sublease commencement date was February 1, 2023. During the three months ended March 31, 2024, and March 31, 2023, the Company recognized $0.1 million and $0.1 million, respectively, in rent income which is included within sublease income and other income in the unaudited condensed consolidated statement of operations, respectively. On April 17, 2024, the landlord terminated the lease for past due rent totaling $0.2 million.

 

Additionally, the Company’s subsidiaries, Advent Technologies S.A., UltraCell LLC, Advent Technologies A/S and Advent Green Energy Philippines, Inc., have in place rental agreements for the lease of office and factory spaces.

 

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 $1.5 million. The lease has a term of eight years and five months, with an option to extend for five years, and commenced in October 2022. The Company is obliged to provide security in the form of a security deposit in the amount of $0.8 million before commencement of the lease. In June 2024, the Company agreed with the landlord to terminate the lease. See Note 22. Subsequent Events.

 

On August 31, 2021, the Company through its wholly-owned subsidiary, FES, entered into a lease agreement by and among the Company, in its capacity as lessee, and fischer group SE & Co. KG, having its registered seat in Achern, in its capacity as lessor. The lease provides for the rental by the Company of office space, workspace and outdoor laboratory at 77855 Achern, Im Gewerbegebiet 7 for use by FES. Under the terms of the lease, the Company leases 1,017 square feet at a monthly basic rate of €7,768 plus VAT. The Company provided security in the form of a parent guarantee for a maximum amount of €30,000.

 

On October 14, 2023, the Company through its wholly-owned subsidiary, FES, in its capacity as lessee, agreed to modify the term of its lease agreement with fischer group SE &Co, KG, in its capacity as lessor. The lease term was modified to end on or before January 1, 2024, with rental payments of €7,768 plus VAT to end on November 1, 2023, resulting in the write-off of right of use assets and operating lease liabilities of $248 thousand for the year ended December 31, 2023.

 

Rental expense for all operating leases was $0.5 million and $0.6 million for the three months ended March 31, 2024, and 2023, respectively. For the three months ended March 31, 2024, and 2023, rental expense for short-term leases was $0.01 million and $0.1 million, respectively.

 

As of March 31, 2024, and December 31, 2023, the right of use assets, net associated with operating leases was $3.0 million and $3.2 million, respectively.

 

As of March 31, 2024, undiscounted maturities of operating lease liabilities remaining are as follows (amounts in thousands):

 

       
    Operating
Leases		  
Fiscal Year Ended December 31,        
2024   $ 1,674  
2025     2,246  
2026     1,884  
2027     1,705  
2028     1,751  
Thereafter     3,185  
Total undiscounted lease payments   $ 12,445  
Less: imputed interest     (2,429 )
Total discounted lease payments   $ 10,016  
Less: current portion     (2,164 )
Long-term lease liabilities   $ 7,852  

 
v3.24.3
Private Placement Warrants and Working Capital Warrants
 3 Months Ended
Mar. 31, 2024
Private Placement Warrants And Working Capital Warrants  
Private Placement Warrants and Working Capital Warrants

13. Private Placement Warrants and Working Capital Warrants

 

In connection with the Business Combination, the Company assumed 131,343 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 13,333 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 March 31, 2024 and December 31, 2023, the Company had an aggregate of 65,671 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 $345.00 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. The Public Warrants expire five years after the closing of the 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 were not 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 are 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 March 31, 2024, an aggregate of 65,671 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.

 
v3.24.3
Other long-term liabilities
 3 Months Ended
Mar. 31, 2024
Other Long-term Liabilities  
Other long-term liabilities

14. Other long-term liabilities

 

Other long-term liabilities as of March 31, 2024 and December 31, 2023 mainly include an amount of $0.7 million and $0.7 million, respectively, being the non-current portion of a total accrued warranty reserve of $0.9 million and $0.9 million, respectively.

 
v3.24.3
Stockholders’ Equity
 3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Stockholders’ Equity

15. Stockholders’ Equity

 

Shares Authorized

 

As of March 31, 2024, the Company had authorized a total of 501,000,000 shares for issuance with 500,000,000 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.

 

Common Stock

 

From February 2, 2024, through March 28, 2024, 24,976 shares of common stock were issued in connection with the At the Market Offering with H.C. Wainwright & Co., LLC and received net proceeds of $0.1 million.

 

As of March 31, 2024 and December 31, 2023, there were 2,605,135 and 2,580,159 shares of issued and outstanding common stock with a par value of $0.0001 per share, respectively.

 

Reverse Stock Split

 

On April 29, 2024 and April 30, 2024, our stockholders and Board, respectively, approved a reverse stock split of our Common Stock, at a ratio of 1-for-30 (the “Reverse Stock Split”), as of the Effective Date. The Effective Date of the Reverse Stock Split with the Secretary of the Commonwealth of Massachusetts was 5:00 p.m. on May 13, 2024 and May 14, 2024 in the marketplace.

 

On the Effective Date, the total number of shares of our Common Stock held by each shareholder was converted automatically into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such shareholder immediately prior to the Reverse Stock Split, divided by (ii) 30.

 

No fractional shares were issued in connection with the Reverse Stock Split, and stockholders who would otherwise be entitled to a fractional share received a proportional cash payment in April 2024. The Reverse Stock Split did not have any effect on the stated par value of the Company’s Common Stock. The rights and privileges of the holders of shares of Common Stock will be unaffected by the Reverse Stock Split.

 

The Company is authorized to issue 501,000,000 shares of Common Stock and that number did not change as a result of the Reverse Stock Split.

 

The consolidated financial statements and footnote disclosures have been updated to reflect the retrospective effect of the reverse stock split for all periods presented.

 

At the Market Offering Agreement

 

On June 2, 2023, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (the “Agent”), to create an at-the-market equity program under which it may sell up to $50 million of shares of the Company’s common stock (the “Shares”) from time to time through the Agent (the “ATM Offering”). Under the ATM Agreement, the Agent will be entitled to a commission at a fixed rate of 3.0% of the gross proceeds from each sale of Shares under the ATM Agreement.

 

Sales of the Shares, if any, under the ATM Agreement may be made in transactions that are deemed to be “at-the-market equity offerings” as defined in Rule 415 under the Securities Act, including sales made by means of ordinary brokers’ transactions, including on the Nasdaq Capital Market, at prevailing market prices at the time of sale or as otherwise agreed with the Agent. The Company has no obligation to sell, and the Agent is not obligated to buy or sell, any of the Shares under the Agreement and may at any time suspend offers under the Agreement or terminate the Agreement. The ATM Offering will terminate upon the termination of the ATM Agreement as permitted therein. The Shares will be issued pursuant to the Company’s previously filed Registration Statement on Form S-3 (File No. 333-271389) that was declared effective on May 2, 2023, and a prospectus supplement and accompanying prospectus relating to the ATM Offering filed with the SEC on June 2, 2023.

 

Deferred offering costs associated with the ATM Agreement are reclassified to additional paid in capital on a pro-rata basis when the Company completes offerings under the ATM Agreement. Any remaining deferred costs will be expensed to the statements of operations should the planned offering be terminated.

 

During the three months ended March 31, 2024, the Company issued and sold an aggregate of 24,976 shares of common stock under the ATM Offering.

 

Public Warrants

 

In connection with the Business Combination, the Company assumed the Public Warrants issued upon AMCI’s initial public offering.

 

As of December 31, 2020, the Company had 735,069 Public Warrants outstanding. Each Public Warrant entitles the registered holder to purchase one share of common stock at a price of $345.00 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 the Business Combination or earlier upon redemption or liquidation. During the second quarter of 2021, certain warrant holders exercised their option to purchase an additional 760 shares at $345.00 per share. These exercises generated $262,177 additional proceeds to the Company and increased the Company’s shares outstanding by 760 shares. During 2023, one original Private Warrant Holder sold all their Private Placement Warrants resulting in a reclassification to Public Warrants. Following these exercises, as of March 31, 2024, the Company’s Public Warrants amounted to 813,314.

 

Once the warrants become exercisable, the Company may redeem the Public Warrants:

 

– in whole and not in part;

 

– at a price of $0.01 per warrant;

 

– upon not less than 30 days’ prior written notice of redemption;

 

– if, and only if, the reported last sale price of the Company’s Common Stock equals or exceeds $540.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders; and

 

– if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such 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.

 

The 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.

 

Stock-Based Compensation Plans

 

2021 Equity Incentive Plan

 

The Company’s Board of Directors and stockholders 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 Common Stock that may be delivered in satisfaction of Awards under the Plan is 230,530 shares.

 

Stock Options

 

Pursuant to and subject to the terms of the 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 common stock set forth in each agreement with an exercise price equal to the market price of Company’s common stock at the date of grant. The Company did not grant Stock Options during the three months ended March 31, 2024.

 

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. 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 recognized compensation cost of $0.7 million and $0.9 million in respect of Stock Options granted, which is included in administrative and selling expenses in the unaudited condensed consolidated statement of operations for the three months ended March 31, 2024 and 2023, respectively. The Company also has a policy of accounting for forfeitures when they occur.

 

The following table summarizes the activities for our unvested stock options for the three months ended March 31, 2024:

 

               
    Number of
options		     Weighted Average
Grant Date
Fair Value		  
Unvested as of December 31, 2023     57,894     $ 124.20  
Vested     (17,333 )   $ 146.47  
Forfeited     (8,667 )   $ 99.13  
Unvested as of March 31, 2024     31,894     $ 118.99  

 

As of March 31, 2024, there was $3.3 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 Plan the Company entered into separate Restricted Stock Units (“RSUs”) with each participant. On the grant date of RSUs, 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 common 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 one year and Restricted Stock Unit Agreements that vest on a graded basis over four years. The Company has a policy of recognizing compensation cost on a straight-line basis over the total requisite service period. The Company recognized compensation cost of $1.3 million and $1.7 million in respect of RSUs, which is included in administrative and selling expenses in the unaudited condensed consolidated statement of operations for the three months ended March 31, 2024 and 2023, respectively. The Company also has a policy of accounting for forfeitures when they occur. The Company did not grant RSUs during the three months ended March 31, 2024.

 

The following table summarizes the activities for our unvested RSUs for the three months ended March 31, 2024:

 

               
    Number of
Shares		     Weighted Average
Grant Date
Fair Value		  
Unvested as of December 31, 2023     67,894     $ 200.1  
Vested     (1,742 )   $ 88.20  
Forfeited     (6,453 )   $ 178.23  
Unvested as of March 31, 2024     59,699     $ 205.56  

 

As of March 31, 2024, there was $5.9 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.

 
v3.24.3
Revenue
 3 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
Revenue

16. Revenue

 

Revenue is analyzed as follows:

 

               
   

Three Months Ended
March 31,

(Unaudited)

  
(Amounts in thousands)   2024     2023  
Sales of goods   $ 2,333     $ 769  
Sales of services     1,118       208  
Total revenue from contracts with customers   $ 3,451     $ 977  

 

The timing of revenue recognition is analyzed as follows:

 

   

Three Months Ended
March 31,

(Unaudited)

  
(Amounts in thousands)   2024     2023  
Timing of revenue recognition                
Revenue recognized at a point in time   $ 2,800     $ 977  
Revenue recognized over time     651       -  
Total revenue from contracts with customers   $ 3,451     $ 977  

 

As of March 31, 2024 and December 31, 2023, Advent recognized contract assets of $11 thousand and $21 thousand, respectively, on the consolidated balance sheets.

 

As of March 31, 2024 and December 31, 2023, Advent recognized contract liabilities of $2.3 million and $2.0 million, respectively, in the consolidated balance sheets. During the three months ended March 31, 2024, the Company recognized the amount of $0.1 million in revenues.

 
v3.24.3
Collaborative Arrangements
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Collaborative Arrangements

17. Collaborative Arrangements

 

Cooperative Research and Development Agreement

 

In August 2020, the Company entered into a Cooperative Research and Development Agreement (“CRADA”) with Triad National Security, LLC (“TRIAD”), Alliance for Sustainable Energy LLC (“ASE”), and Brookhaven Science Associates (“BSA”). The purpose of this project is to build a fuel cell prototype that moves this technology closer to commercial readiness which was sanctioned by the Los Alamos National Laboratory and the National Renewable Energy Laboratory. The Government’s estimated total contribution, which is provided through TRIAD’s, ASE’s, and BSA’s respective contracts with the Department of Energy is $1.2 million, subject to available funding. As a part of the CRADA, the Company is required to contribute $1.2 million in cash and $0.6 million of in-kind contributions, such as personnel salaries. The cash payments are capitalized and amortized on a straight-line basis over the life of the contract. In-kind contributions are expensed as incurred. To date, the Company has not recognized any revenue from the CRADA. In December 2022, the term of the agreement was extended until March 3, 2024. In January 2024, the term of the agreement was extended until September 3, 2024.

 

Expenses from Collaborative Arrangements

 

For the three months ended March 31, 2024 and 2023, an amount of $0.1 million and $0.8 million has been recognized in research and development expenses on the unaudited condensed consolidated statements of operations, respectively.

 
v3.24.3
Income Taxes
 3 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

18. 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.

 

During the three months ended March 31, 2024, the Company recorded income tax benefit of $0.1 million mainly related to net operating loss carryforwards. During the three months ended March 31, 2023, the Company recorded income tax expenses of $0.8 (796) million mainly related to the Company’s recoverability reassessment of research and development tax credits in Denmark. As of March 31, 2024 and December 31, 2023, the Company provided a valuation allowance to offset the deferred tax asset related to the net operating loss carryforwards in Denmark.

 
v3.24.3
Segment Reporting and Information about Geographical Areas
 3 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
Segment Reporting and Information about Geographical Areas

19. Segment Reporting and Information about Geographical Areas

 

Reportable Segments

 

The Company develops and manufactures high-temperature proton exchange membranes (“HT-PEM” or “HT-PEMs”) and fuel cell systems for the off-grid and portable power markets and plans to expand into the mobility market. The Company’s current revenue is derived from the sale of fuel cell systems and from the sale of MEAs, membranes, and electrodes for specific applications in the fuel cell and energy storage (flow battery) markets. The research and development activities are viewed as another product line that contributes to the development, design, production and sale of fuel cell products; however, it is not considered a separate operating segment. The Company has identified one business segment.

 

Geographic Information

 

The following table presents revenues, by geographic location (based on the location of the entity selling the product) for the three months ended March 31, 2024 and 2023:

 

               
   

Three Months Ended
March 31,

(Unaudited)

  
(Amounts in thousands)   2024     2023  
North America   $ 2,274     $ 391  
Europe     1,062       511  
Asia     115       75  
Total net sales   $ 3,451     $ 977  

 
v3.24.3
Commitments and contingencies
 3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and contingencies

20. Commitments and contingencies

 

Litigation

 

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.

 

On June 7, 2023, the Company was served a Request for Arbitration from F.E.R. fischer Edelstahlrohre GmbH (“F.E.R.”), pursuant to the arbitration provisions of the Share Purchase Agreement dated June 25, 2021 whereby the Company acquired SerEnergy and FES, which acquisition closed on August 31, 2021. The arbitration was held in Frankfurt am Main, Germany in accordance with the Arbitration Rules of the German Arbitration Institute, and the parties presented closing arguments in May 2024. F.E.R. is asserting that it is due approximately €4.5 million based on the cap and corresponding value of the share consideration at the date of closing. On August 16, 2024, the Company was informed that an arbitration decision and award was decided in favor of F.E.R. in the amount of approximately €4.5 million. The Company plans to appeal the decision and has instructed its counsel to file a motion with the Higher Regional Court of Frankfurt to set aside the arbitral award. At this time, the Company cannot accurately predict the outcome of this matter, however, has recorded a loss contingency in the amount of $4.9 million, accrued interest expense of $0.2 million for a total of $5.1 million accrued loss liability as of March 31, 2024.

 

There is no other material pending or threatened litigation against the Company that remains outstanding as of March 31, 2024, that is considered probable or reasonably possible.

 

Guarantee letters

 

The Company had contingent liabilities in relation to performance guarantee letters and other guarantees provided to third parties that arise from its normal business activity and from which no substantial charges are expected to arise. As of March 31, 2024 and December 31, 2023, the Company did not hold any letters of guarantee.

 

Contractual obligations

 

In December 2021, the Company entered into a supply agreement by and among the Company, in its capacity as Customer, and BASF New Business GmbH, in its capacity as Seller. The supply agreement provides for the purchase by the Company of 21,000m2 (Minimum Quantity) of membrane from BASF during the contract duration from January 1, 2022 until December 31, 2025. The Company has not purchased any additional quantities in 2024 under this agreement and on July 12, 2024, has formally requested to terminate the supply contract.

 

In June 2022, the Company entered into a supply agreement by and among the Company, in its capacity as Customer, and Shin-Etsu Polymer Singapore Pte, Ltd (“Shin-Etsu”), in its capacity as Seller. The supply agreement provides for the purchase by the Company of 318,400 pieces (Minimum Quantity) of bipolar plates from Shin-Etsu during the contract duration from June 1, 2022 until June 30, 2024. In May 2023, the Company amended the supply agreement with Shin-Etsu to reduce the Minimum Quantity of bipolar plates to 75,400 pieces. In January 2024, the Company amended the supply agreement with Shin-Etsu to shift the timing of the monthly minimum requirements and extend the agreement until September 2024. The Company has not made any purchases under the amended agreement in 2024, the contract is currently on hold pending negotiations with Shin Etsu. Under the contract, Shin- Etsu can claim Advent to buy the remaining purchase requirement with the agreed purchases by the end of September 2024. The Company has not purchased any additional quantities in 2024 under this agreement and has formally requested to terminate the supply contract.

 

The following table summarizes our contractual obligations as of March 31, 2024:

 

                       
Fiscal Year Ended December 31,   Quantity (pieces)     Quantity (m2)    

Price
(Amounts in thousands)

  
2024     57,600       6,174       2,304  
2025     -       8,000       2,150  
Total     57,600       14,174     $ 4,454  

 

The Company has not accrued for these unrecognized commitment obligations as of December 31, 2023, and March 31, 2024.

 
v3.24.3
Net loss per share
 3 Months Ended
Mar. 31, 2024
Net loss per share  
Net loss per share

21. Net loss per share

 

Net loss per share is computed by dividing net loss by the weighted-average number of shares of Common Stock outstanding during the year.

 

The following table sets forth the computation of the basic and diluted net loss per share for the three months ended March 31, 2024 and 2023:

 

               
   

Three Months Ended
March 31,

(Unaudited)

  
(Amounts in thousands, except share and per share amounts)   2024     2023  
Numerator:                
Net loss   $ (9,356 )   $ (11,988 )
Denominator:                
Basic weighted average number of shares     2,584,918       1,733,439  
Diluted weighted average number of shares     2,584,918       1,733,439  
Net loss per share:                
Basic   $ (3.62 )   $ (6.92 )
Diluted   $ (3.62 )   $ (6.92 )

 

Basic net loss per share is computed by dividing net loss for the periods presented by the weighted-average number of shares of Common Stock outstanding during these periods.

 

Diluted net loss per share is computed by dividing the net loss, by the weighted average number of shares of Common Stock 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 RSUs. 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 months ended March 31, 2024 and 2023, the effect of including any potential shares of Common Stock in the denominator of diluted per-share computations would have been anti-dilutive; therefore, basic and diluted losses per share are the same.

 
v3.24.3
Subsequent Events
 3 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events

22. Subsequent Events

 

On May 13, 2024, the Company completed a 1-for-30 reverse stock split which was approved by the Board of Directors on April 30, 2024, following the Company’s stockholders approval at a special meeting on April 29, 2024. Additionally, the stockholders voted to increase the number of shares of Common Stock issuable under the Company’s 2021 Equity Incentive Plan from 230,530 to 569,273. The financial statements have been updated to reflect the reverse stock split.

 

On May 10, 2024, the Company entered into a loan agreement for $0.5 million and is fully collateralized with the Company’s building located at Lyngvej 8, 9000 Aalborg. The loan has a fixed term of 2 years and 1 month and is charged annual interest of 12%. Interest is due monthly with the principal balance due upon maturity.

 

From April 1, 2024, through April 15, 2024, the Company issued 31,373 shares of common stock under the ATM agreement with H.C. Wainwright for net proceeds of $0.3 million.

 

On April 1, 2024, the Company agreed with the landlord of the Hood Park facility for a 4-month rate abatement period (March through June 2024) and extend the term of the lease for 4 additional months. On June 29, 2024, in an effort to reduce costs, the Company decided to abandon the facility at Hood Park and was able to find a new tenant to occupy the space. The Company and the landlord agreed to accelerate the expiration of the lease to occur on June 30, 2024. The Company had a letter of credit in the amount of $750 thousand in favor of the landlord and that letter of the credit was released to the landlord in satisfaction of any claims against the Company. As of March 31, 2024, and December 31, 2023, the Company has $10.0 million and 10.4 million of leasehold improvements, $1.7 million and 1.7 million of right-of-use assets, $(1.5) million and $(1.5) million of operating lease liabilities, $(7.2) million and $(7.4) million of long-term operating lease liabilities and $0.5 million and $0.5 million of furniture that will be forfeited as part of the exit of Hood Park, respectively.

 

On May 7, 2024, the Company entered into an agreement to sell some of its coating machines (part of its property, plant and equipment) from the Hood Park facility for $0.9 million resulting in a loss of $2.4 million. On May 8, 2024, the Company received an initial deposit of $0.3 million and the remaining $0.6 million in July 2024. The remaining machinery and equipment from Hood Park was relocated and is planned for use at the Company’s other locations.

 

On April 17, 2024, the Company’s landlord of the office space at 200 Clarendon Street, Boston, MA 02116 informed the Company its lease has been terminated for past due rent. The Company was subleasing the space to Hughes.

 

On July 25, 2024, Advent Technologies A/S was declared bankrupt by the court in Aalborg, Denmark. The petition was brought by IDA, the union of engineers with a claim for €402,000. As the Company did not have the ability to pay the full amount due, the Danish court declared Advent Technologies A/S bankrupt. Advent Technologies A/S and its wholly-owned subsidiary Green Energy Philippines, Inc. will be liquidated by the court appointed trustee to settle all claims under the bankruptcy. The Company anticipates it will receive no residual assets and has prepared proforma financial information as of December 31, 2023, and March 31, 2024, adjusting the Balance Sheet for the Danish Subsidiary Bankruptcy. The remainder of the Company’s legal entities have no plans to declare bankruptcy and will continue as going concern entities.

 

Pro forma Information (Unaudited): The below table presents the pro forma consolidated balance sheet of Advent Technologies Holdings inc. as of December 31, 2023, reflecting adjustments for the termination of the Hood Park Lease and the removal of the balance sheet amounts as of December 31, 2023, as a result of the subsequent bankruptcy of Advent Technologies A/S and its wholly owned subsidiary.

 

  1) Hood Park Lease Termination – reflects adjustments to the restricted cash non-current balance of $750 thousand, $10.4 million of leasehold improvements, $1.7 million of right-of-use assets, $(1.5) million of operating lease liabilities, $(7.4) million of long-term operating lease liabilities and $0.5 million of furniture that will be forfeited as part of the exit of Hood Park, related to the lease termination that took place on June 30, 2024,

 

2) Advent Technologies A/S – reflects the adjustments to remove the assets and liabilities of Advent Technologies A/S and its wholly owned subsidiary Green Energy Philippines Inc., as of December 31, 2023.

 

                               
    As of Proforma adjustments  
Proforma consolidated balance sheet (unaudited)   December 31,
2023
(Reported)		     Hood Park Lease
Termination (1)		     Advent
Technologies
A/S (2)		     December 31,
2023
(Proforma)		  
ASSETS                                
Current assets:                                
Cash and cash equivalents   $ 3,562     $ -     $ (361 )   $ 3,201  
Restricted cash, current     100       -       -       100  
Accounts receivable, net     191       -       (128 )     63  
Contract assets     21       -       (11 )     10  
Inventories     2,707       -       (2,512 )     195  
Prepaid expenses and Other current assets     2,254       -       (1,418 )     836  
Total current assets     8,835       -       (4,430 )     4,405  
Non-current assets:                                
Goodwill     -       -       -       -  
Intangibles, net     79       -       (10 )     69  
Property and equipment, net     21,549       (10,918 )     (1,326 )     9,305  
Right-of-use assets     3,216       (1,710 )     (59 )     1,447  
Restricted cash, non-current     750       (750 )     -       -  
Other non-current assets     308       -       (66 )     242  
Available for sale financial asset     -       -       -       -  
Total non-current assets     25,902       (13,378 )     (1,461 )     11,063  
Total assets   $ 34,737     $ (13,378 )   $ (5,891 )   $ 15,468  
                                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                                
Current liabilities:                                
Trade and other payables   $ 5,087     $ -     $ (1,091 )   $ 3,996  
Deferred income from grants, current     530       -       (7 )     523  
Contract liabilities     2,015       -       (1,602 )     413  
Other current liabilities     1,916       -       (881 )     1,035  
Operating lease liabilities     2,186       (1,502 )     (48 )     636  
Income tax payable     179       -       -       179  
Total current liabilities     11,913       (1,502 )     (3,629 )     6,782  
Non-current liabilities:                                
Warrant liability     59       -       -       59  
Long-term operating lease liabilities     8,230       (7,416 )     (11 )     803  
Defined benefit obligation     83       -       -       83  
Deferred income from grants, non-current     320       -       -       320  
Other long-term liabilities     684       -       (683 )     1  
Total non-current liabilities     9,376       (7,416 )     (694 )     1,266  
Total liabilities     21,289       (8,918 )     (4,323 )     8,048  
                                 
Commitments and contingent liabilities                                
                                 
Stockholders’ equity                                
Common stock ($0.0001 par value per share; Shares authorized: 500,000,000; Issued and outstanding: 2,580,159     -       -       -       -  
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000; nil issued and outstanding     -       -       -       -  
Additional paid-in capital     194,941       -       -       194,941  
Accumulated other comprehensive loss     (2,334 )     -       1,452       (882 )
Accumulated deficit     (179,159 )     (4,460 )     (3,020 )     (186,639 )
Total stockholders’ equity     13,448       (4,460 )     (1,568 )     7,420  
Total liabilities and stockholders’ equity   $ 34,737     $ (13,378 )   $ (5,891 )   $ 15,468  

 

Pro forma Information (Unaudited): The below table presents the pro forma consolidated balance sheet of Advent Technologies Holdings inc. as of March 31, 2024, reflecting adjustments for the termination of the Hood Park Lease and the removal of the balance sheet amounts as of March 31, 2024, as a result of the subsequent bankruptcy of Advent Technologies A/S and its wholly owned subsidiary.

 

  1) Hood Park Lease Termination – reflects adjustments to the restricted cash non-current balance of $750 thousand, $10.0 million of leasehold improvements, $1.7 million of right-of-use assets, $(1.5) million of operating lease liabilities, $(7.2) million of long-term operating lease liabilities and $0.5 million of furniture that will be forfeited as part of the exit of Hood Park, related to the lease termination that took place on June 30, 2024,

 

  2) Advent Technologies A/S – reflects the adjustments to remove the assets and liabilities of Advent Technologies A/S and its wholly owned subsidiary Green Energy Philippines Inc., as of December 31, 2023.

 

                                 
    As of Proforma adjustments  
Proforma consolidated balance sheet (unaudited)   March 31,
2024
(Reported)		     Hood Park Lease
Termination (1)		     Advent
Technologies
A/S (2)		     March 31,
2024
(Proforma)		  
ASSETS                                
Current assets:                                
Cash and cash equivalents   $ 774     $ -     $ (80 )   $ 694  
Restricted cash, current     98       -       -       98  
Accounts receivable, net     1,085       -       (126 )     959  
Contract assets     11       -       (11 )     -  
Inventories     2,077       -       (1,962 )     115  
Prepaid expenses and Other current assets     3,184       -       (1,391 )     1,793  
Total current assets     7,229       -       (3,570 )     3,659  
Non-current assets:                                
Intangibles, net     77       -       (10 )     67  
Property and equipment, net     20,749       (10,512 )     (1,260 )     8,977  
Right-of-use assets     3,046       (1,718 )     (46 )     1,282  
Restricted cash, non-current     750       (750 )     -       -  
Other non-current assets     301       -       (64 )     237  
Available for sale financial asset     -       -       -       -  
Total non-current assets     24,923       (12,980 )     (1,380 )     10,563  
Total assets   $ 32,152     $ (12,980 )   $ (4,950 )   $ 14,222  
                                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                                
Current liabilities:                                
Trade and other payables   $ 5,679     $ -     $ (200 )   $ 5,479  
Deferred income from grants, current     7       -       (7 )     -  
Contract liabilities     2,280       -       (1,575 )     705  
Loss contingency liabilities     5,140       -       -       5,140  
Other current liabilities     1,816       -       (864 )     952  
Operating lease liabilities     2,164       (1,513 )     (38 )     613  
Income tax payable     176       -       -       176  
Total current liabilities     17,262       (1,513 )     (2,684 )     13,065  
Non-current liabilities:                                
Warrant liability     -       -       -       -  
Long-term operating lease liabilities     7,852       (7,184 )     (7 )     661  
Defined benefit obligation     86       -       -       86  
Deferred income from grants, non-current     202       -       -       202  
Other long-term liabilities     671       -       (671 )     -  
Total non-current liabilities     8,811       (7,184 )     (678 )     949  
Total liabilities     26,073       (8,697 )     (3,362 )     14,014  
                                 
Commitments and contingent liabilities                                
                                 
Stockholders’ equity                                
Common stock ($0.0001 par value per share; Shares authorized: 500,000,000; Issued and outstanding: 2,605,135)     -       -       -       -  
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at March 31, 2024 and December 31, 2023; nil issued and outstanding at March 31, 2024 and December 31, 2023)     -       -       -       -  
Additional paid-in capital     197,000       -       -       197,000  
Accumulated other comprehensive loss     (2,406 )     -       1,415       (991 )
Accumulated deficit     (188,515 )     (4,283 )     (3,003 )     (195,801 )
Total stockholders’ equity     6,079       (4,283 )     (1,588 )     208  
Total liabilities and stockholders’ equity   $ 32,152     $ (12,980 )   $ (4,950 )   $ 14,222  

 

Until such time as the Company generates sufficient revenue to fund its operations (if ever), the Company plans to finance its operations and repay its existing and future liabilities and other obligations through the sale of equity and/or debt securities and, to the extent available, short-term and long-term loans. As part of its plan, on July 30, 2024, the Company entered into a securities purchase agreement, (the “Purchase Agreement”), with an institutional investor (the “Investor”) pursuant to which the Company will issue to the Investor (or its designee) a senior promissory note in the principal amount of $1 million (the “Senior Note”), repayable within one year and bearing interest of 18%. The Company has not yet closed on the $1 million financing and no loan proceeds have yet been received by the Company. However, the Company and the Investor are working together to close this financing as soon as possible. The Investor has also committed to provide the Company with a one-year revolving line of credit for an aggregate maximum principal amount of $2 million, again bearing interest of 18% (the two debt transactions are referred to as the “Financing”). The $2 million financing is contingent upon the Company’s filing of a Registration Statement on Form S-1 with the Securities and Exchange Commission with respect to an underwritten or “best efforts” public offering by the Company of its common stock, and/or common stock equivalents registered under the Securities Act of 1933, as amended for proceeds to the Company of not less than $5 million (a “Qualified Public Equity Offering”). The Company can give no assurances as of the date of issuance of the consolidated financial statements as to whether the Company will be successful in raising this Financing and executing a Qualified Public Equity Offering. The Company will use the proceeds from the Financing for general corporate purposes, including expenses related to the preparation of its Quarterly Report on Form 10-Q for the three months ended March 31, 2024, and expenses to facilitate a Qualified Public Equity Offering and the proceeds of the Qualified Public Equity Offering for general corporate purposes.

 

The Senior Note bears interest at the rate of 18% per annum with the principal and accrued interest due in full on the one-year anniversary of the date of issuance. In addition to customary events of default, the Senior Note provides that an “Event of Default” includes the Company’s failure to definitively reduce the salary of the Company’s Chief Executive Officer by not less than 50% in the aggregate, and the Company’s failure to definitively reduce the salaries of all other employees of the Company and any of its subsidiaries by up to 50% for each such employee. If an event of default occurs, the Investor may accelerate the indebtedness under the Senior Note.

 

The Purchase Agreement provides for certain conditions to be met prior to the closing of the $1 million Senior Note financing, including that (i) the Company file its 2023 Form 10-K with the Securities and Exchange Commission; and (ii) not less than five of the current members of the Company’s Board of Directors resign and that three nominees designated by the Investor be appointed to the Board of Directors. The size of the Board of Directors will also be decreased and fixed at five members.

 

Effective as of August 30, 2024, (i) each of Nora Goudroupi, Wayne Threatt, Von McConnell, Larry Epstein and Anggelos Skutaris resigned as directors of the Company, and (ii) the Company’s Board of Directors appointed Gary Herman as a Class I Director, and Marc Seelenfreund and Avtar Dhaliwal as Class II directors. Messrs. Herman, Seelenfreund and Dhaliwal were each appointed to serve as members of the Audit Committee of the Board of Directors.
v3.24.3
Summary of Significant Accounting Policies (Policies)
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Use of Estimates

Use of Estimates

 

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, management evaluates the estimates and judgments, including those related to the selection of useful lives for tangible assets, expected future cash flows from long-lived assets to support impairment tests, the carrying value of goodwill, provisions necessary for accounts receivables and inventory write downs, provisions for legal disputes, and contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates under different assumptions and/or conditions.

 
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

 

Cash and cash equivalents are highly liquid investments with original maturities of three months or less. Cash and cash equivalents consist of cash on hand, deposits held on call with banks and investments in money market funds with original maturities of three months or less at the date of acquisition. As of March 31, 2024 and December 31, 2023, the Company has cash and cash equivalents which are restricted of $0.9 million. The restricted cash equivalent is a letter of credit required by the Company’s lease agreement for the Hood Park facility in Boston, MA. The letter of credit is required for the duration of the lease agreement which has a term of eight years. The lease commenced in October 2022.

 

The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported in the consolidated balance sheets that aggregate to the beginning and ending balances shown in the unaudited condensed consolidated statements of cash flows as follows:

 

               
   

March 31,
2024

     December 31,
2023		  
(Amounts in thousands)  

(Unaudited)

      
Cash and cash equivalents   $ 774     $ 3,562  
Restricted cash, current     98       100  
Restricted cash, non-current     750       750  
Cash, cash equivalents, restricted cash and restricted cash equivalents   $ 1,622     $ 4,412  

 

 
Warranties

Warranties

 

The Company provides a warranty on fuel cells we sell for typically 2 years. The Company accrues a warranty reserve of 8% of the sale price of the fuel cells sold, which includes the Company’s best estimate of the projected costs to repair or replace items under warranties and recalls when identified. Warranty reserve is released when repairs or replacements are carried out in relation to items under warranties or when the warranty period for the fuel cell expires. The portion of the warranty reserve expected to be incurred within the next 12 months is included within Other current liabilities, while the remaining balance is included within Other long-term liabilities on the unaudited condensed consolidated balance sheets. Warranty expense is recorded as a component of cost of revenue in the unaudited condensed consolidated statements of operations.

 

The changes in the accrued warranty reserve for the three months ended March 31, 2024 and 2023 were as follows:

 

               
    Three Months Ended
March 31,		  
(Amounts in thousands)   2024     2023  
Balance at beginning of period   $ 911     $ 1,048  
Additions     -       20  
Settlements     -       (113 )
Foreign exchange fluctuations     (17 )     17  
Balance at end of period   $ 894     $ 972  

 
Credit Losses

Credit Losses

 

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 adopted the standard on January 1, 2023, in accordance with the adoption dates for private entities applicable to it under its emerging growth company status at that time and the standard did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. The Company is exposed to credit losses primarily through sales of its products. The Company assesses each customer’s ability to pay and a credit loss estimate by conducting a credit review which includes consideration of established credit rating or an internal assessment of the customer’s creditworthiness based on an analysis of their payment history when a credit rating is not available. The Company monitors credit exposure through active review of customer balances. The Company’s expected loss methodology for accounts receivable is developed through consideration of factors including, but not limited to, historical collection experience, current customer credit ratings, current customer financial condition, current and future economic and market conditions, and age of the receivables. Charges related to credit losses are included in administrative and selling expenses and are recorded in the period that the outstanding receivables are determined to be doubtful. Account balances are written-off against the allowance when they are deemed uncollectible.

 
Fair Value Measurements

Fair Value Measurements

 

The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

 

The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories:

 

● Level 1: Quoted prices in active markets for identical assets or liabilities.

 

● Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace.

 

● Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

 

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 
Convertible Bond Loan

Convertible Bond Loan

 

On May 25, 2022, Advent Technologies S.A (“Advent SA”) and UNI.FUND Mutual Fund (“UNIFUND”) entered into an agreement to finance Cyrus SA (“Cyrus”) with a convertible bond loan (“Bond Loan”) of €1.0 million. As a part of this transaction, Advent SA offered €0.3 million in bond loans with an annual interest rate of 8.00%. The term of the loan is three years and there is a surcharge of 2.5% for overdue interest.

 

Cyrus business relates to the research and experimental development in natural sciences and mechanics, the construction of pumps and hydrogen compressors and the wholesale of compressors. Hydrogen compressors are a critical part of the Hydrogen Refueling Stations (HRS) to be used by transport applications. Cyrus has developed a prototype Metal Hydride Compressor which offers unique advantages. The proceeds from the Bond Loan are to cover Cyrus’s working capital needs in the context of its operation and the product development.

 

Mandatory conversion of the Bond Loan will occur in the event of qualified financing which is equivalent to a share capital increase by Cyrus in the first three years from the execution of the Bond Loan agreement with a total amount over €3 million which is covered by third parties unrelated to the basic shareholders or by investors related to them.

 

The Company classifies the Bond Loan as an available for sale financial asset on the consolidated balance sheets. The Company recognizes interest income within the consolidated statement of operations. For the three months ended March 31, 2024, and 2023, the Company recognized $7 thousand and $7 thousand of interest income related to the Bond Loan within the consolidated statements of operations, respectively.

 

The Company initially measured the available for sale Bond Loan at the transaction price plus any applicable transaction costs. The Bond Loan is remeasured to its fair value at each reporting period and upon settlement. The estimated fair value of the Bond Loan is determined using Level 3 inputs by using a discounted cash flow model. The change in fair value is recognized within the consolidated statements of comprehensive loss. As of March 31, 2024, the Company continues to fully reserve the Bond Loan as an expected credit loss. The Company did not recognize any unrealized gain / (loss) during the three months ended March 31, 2024, or 2023.

 
Warrant Liability

Warrant Liability

 

As a result of the Business Combination, the Company assumed a warrant liability (the “Warrant Liability”) related to previously issued 131,343 warrants, each exercisable to purchase one share of common stock at an exercise price of $345.00 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 13,333 warrants, each exercisable to purchase one share of Common Stock at an exercise price of $345.00 per share, converted from the Sponsor’s non-interest bearing loan to the Company of $0.4 million in connection with the closing of the Business Combination (the “Working Capital Warrants”) (Note 13). The Private Placement Warrants and the Working Capital Warrants have substantially the same terms as the 734,309 warrants, each exercisable to purchase one share of Common Stock at an exercise price of $345.00 per share, issued by AMCI in its initial public offering (the “Public Warrants”).

 

The following tables summarize the fair value of the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023.

 

                 
   

As of
March 31,
2024

(Unaudited)

  
(Amounts in thousands)   Fair Value     Unobservable Inputs
(Level 3)		  
Assets                
Available for sale financial asset   $ -     $ -  
    $ -     $ -  
                 
Liabilities                
Warrant liability   $ -     $ -  
    $ -     $ -  

 

    As of
December 31,
2023		  
(Amounts in thousands)   Fair Value     Unobservable Inputs
(Level 3)		  
Assets                
Available for sale financial asset   $ -     $ -  
    $ -     $ -  
                 
Liabilities                
Warrant liability   $ 59     $ 59  
    $ 59     $ 59  

 

The carrying amounts of the Company’s remaining financial instruments reflected on the consolidated balance sheets and which consist of cash and cash equivalents, accounts receivables, net, other current assets, trade and other payables, and other current liabilities, approximate their respective fair values due to their short-term nature.

 

Changes in the fair value of Level 3 assets and liabilities for the three months ended March 31, 2024 and 2023 were as follows:

 

               
Available for Sale Financial Asset (Unaudited)
(Amounts in thousands)   For the
Three Months Ended
March 31,
2024		     For the
Three Months Ended
March 31,
2023		  
Estimated fair value (beginning of period)   $ -     $ 320  
Foreign exchange fluctuations     -       6  
Change in estimated fair value     -       -  
Estimated fair value (end of period)   $ -     $ 326  

 

Warrant Liability (Unaudited)
(Amounts in thousands)   For the
Three Months Ended
March 31,
2024		     For the
Three Months Ended
March 31,
2023		  
Estimated fair value (beginning of period)   $ 59     $ 998  
Change in estimated fair value     (59 )     (390 )
Estimated fair value (end of period)   $ -     $ 608  

 

The Warrant Liability is remeasured to its fair value at each reporting period and upon settlement. The change in fair value is recognized in “Fair value change of warrant liability” on the consolidated statements of operations.

 
v3.24.3
Basis of presentation (Tables)
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of subsidiaries in consolidation
               
   Country of  Ownership Interest  Statements of Operations
Company Name  Incorporation  Direct  Indirect  2024  2023
Advent Technologies, Inc.  USA  100%  -  01/01 – 3/31  01/01 – 3/31
Advent Technologies S.A.  Greece  -  100%  01/01 – 3/31  01/01 – 3/31
Advent Technologies LLC  USA  -  100%  01/01 – 3/31  01/01 – 3/31
Advent Technologies GmbH  Germany  100%  -  01/01 – 3/31  01/01 – 3/31
Advent Technologies A/S  Denmark  100%  -  01/01 – 3/31  01/01 – 3/31
Advent Green Energy Philippines, Inc  Philippines  -  100%  01/01 – 3/31  01/01 – 3/31
v3.24.3
Summary of Significant Accounting Policies (Tables)
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Schedule of restricted cash and cash equivalents
               
   

March 31,
2024

     December 31,
2023		  
(Amounts in thousands)  

(Unaudited)

      
Cash and cash equivalents   $ 774     $ 3,562  
Restricted cash, current     98       100  
Restricted cash, non-current     750       750  
Cash, cash equivalents, restricted cash and restricted cash equivalents   $ 1,622     $ 4,412  
Schedule of product warranty liability
               
    Three Months Ended
March 31,		  
(Amounts in thousands)   2024     2023  
Balance at beginning of period   $ 911     $ 1,048  
Additions     -       20  
Settlements     -       (113 )
Foreign exchange fluctuations     (17 )     17  
Balance at end of period   $ 894     $ 972  
Schedule of liabilities measured at fair value on recurring basis
                 
   

As of
March 31,
2024

(Unaudited)

  
(Amounts in thousands)   Fair Value     Unobservable Inputs
(Level 3)		  
Assets                
Available for sale financial asset   $ -     $ -  
    $ -     $ -  
                 
Liabilities                
Warrant liability   $ -     $ -  
    $ -     $ -  

 

    As of
December 31,
2023		  
(Amounts in thousands)   Fair Value     Unobservable Inputs
(Level 3)		  
Assets                
Available for sale financial asset   $ -     $ -  
    $ -     $ -  
                 
Liabilities                
Warrant liability   $ 59     $ 59  
    $ 59     $ 59  
Schedule of change in fair value of warrant liability
               
Available for Sale Financial Asset (Unaudited)
(Amounts in thousands)   For the
Three Months Ended
March 31,
2024		     For the
Three Months Ended
March 31,
2023		  
Estimated fair value (beginning of period)   $ -     $ 320  
Foreign exchange fluctuations     -       6  
Change in estimated fair value     -       -  
Estimated fair value (end of period)   $ -     $ 326  

 

Warrant Liability (Unaudited)
(Amounts in thousands)   For the
Three Months Ended
March 31,
2024		     For the
Three Months Ended
March 31,
2023		  
Estimated fair value (beginning of period)   $ 59     $ 998  
Change in estimated fair value     (59 )     (390 )
Estimated fair value (end of period)   $ -     $ 608  
v3.24.3
Accounts receivable, net (Tables)
 3 Months Ended
Mar. 31, 2024
Receivables [Abstract]  
Schedule of accounts receivable
               
    March 31,
2024		     December 31,
2023		  
(Amounts in thousands)   (Unaudited)        
Accounts receivable from third party customers   $ 1,442     $ 552  
Less: Allowance for credit losses     (357 )     (361 )
Accounts receivable, net   $ 1,085     $ 191  
v3.24.3
Inventories (Tables)
 3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
Schedule of inventories
               
    March 31,
2024		     December 31,
2023		  
(Amounts in thousands)   (Unaudited)        
Raw materials and supplies   $ 8,813     $ 9,461  
Work-in-process     360       223  
Finished goods     5,175       5,275  
Total   $ 14,348     $ 14,959  
Provision for inventory     (12,271 )     (12,252 )
Total   $ 2,077     $ 2,707  
Schedule of changes in provision for slow moving inventory
               
  For the
Three Months Ended
March 31,
2024		     For the
Three Months Ended
March 31,
2023		  
(Amounts in thousands)   (Unaudited)     (Unaudited)  
Balance at beginning of period   $ (12,252 )   $ (232 )
Additions during the period     (239 )     -  
Exchange differences     220       (4 )
Balance at end of period   $ (12,271 )   $ (236 )
v3.24.3
Prepaid expenses and other current assets (Tables)
 3 Months Ended
Mar. 31, 2024
Prepaid Expenses And Other Current Assets  
Schedule of prepaid expenses
               
    March 31,
2024		     December 31,
2023		  
(Amounts in thousands)   (Unaudited)        
Prepaid insurance expenses   $ 1,093     $ 155  
Prepaid research expenses     13       36  
Other prepaid expenses     957       958  
Total   $ 2,063     $ 1,149  
Schedule of other current assets
               
   

March 31,
2024

     December 31,
2023		  
(Amounts in thousands)   (Unaudited)        
VAT receivable   $ 290     $ 273  
Withholding tax     20       20  
Grant receivable     559       570  
Purchases under receipt     -       1  
Guarantees     9       9  
Other receivables     107       152  
Accrued sublease income     130       80  
Accrued interest income     6       -  
Total   $ 1,121     $ 1,105  
v3.24.3
Intangible Assets (Tables)
 3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of intangible assets
                               
    As of March 31, 2024 (Unaudited)  
(Amounts in thousands)   Gross
Carrying
Amount		     Accumulated
Amortization		     Cumulative
Impairment		     Net
Carrying
Amount		  
Indefinite-lived intangible assets:                                
Trade name “UltraCell”   $ 406     $ -     $ (406 )   $ -  
Total indefinite-lived intangible assets   $ 406     $ -     $ (406 )   $ -  
Finite-lived intangible assets:                                
Patents     21,221       (3,247 )     (17,974 )     -  
Process know-how (IPR&D)     2,612       (1,017 )     (1,595 )     -  
Order backlog     266       (266 )     -       -  
Software     229       (152 )     -       77  
Total finite-lived intangible assets   $ 24,328     $ (4,682 )   $ (19,569 )   $ 77  
Total intangible assets   $ 24,734     $ (4,682 )   $ (19,975 )   $ 77  

 

    As of December 31, 2023  
(Amounts in thousands)   Gross
Carrying
Amount		     Accumulated
Amortization		     Cumulative
Impairment		     Net
Carrying
Amount		  
Indefinite-lived intangible assets:                                
Trade name “UltraCell”   $ 406     $ -     $ (406 )   $ -  
Total indefinite-lived intangible assets   $ 406     $ -     $ (406 )   $ -  
Finite-lived intangible assets:                                
Patents     21,221       (3,247 )     (17,974 )     -  
Process know-how (IPR&D)     2,612       (1,017 )     (1,595 )     -  
Order backlog     266       (266 )     -       -  
Software     233       (154 )     -       79  
Total finite-lived intangible assets   $ 24,332     $ (4,684 )   $ (19,569 )   $ 79  
Total intangible assets   $ 24,738     $ (4,684 )   $ (19,975 )   $ 79  
Schedule of future amortization expense
       
(Amounts in thousands)      
Fiscal Year Ended December 31,      
2024   $ 21  
2025     28  
2026     28  
2027     -  
2028     -  
Thereafter     -  
Total   $ 77  
v3.24.3
Property, plant and equipment, net (Tables)
 3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
Schedule of property, plant and equipment, net
               
    March 31,
2024		     December 31,
2023		  
(Amounts in thousands)   (Unaudited)        
Land, Buildings & Leasehold Improvements   $ 14,427     $ 14,475  
Machinery     12,958       14,308  
Equipment     4,674       4,785  
    $ 32,059     $ 33,568  
Less: accumulated depreciation     (8,926 )     (9,635 )
Less: impairment     (2,384 )     (2,384 )
Total   $ 20,749     $ 21,549  
v3.24.3
Other current liabilities (Tables)
 3 Months Ended
Mar. 31, 2024
Other Current Liabilities  
Schedule of other current liabilities
               
    March 31,
2024		     December 31,
2023		  
(Amounts in thousands)   (Unaudited)        
Accrued expenses(1)   $ 813     $ 831  
Other short-term payables     256       262  
Taxes and duties payable     230       257  
Provision for unused vacation     243       248  
Accrued provision for warranties, current portion (Note 14)     223       228  
Social security funds     43       81  
Overtime provision     8       9  
Total   $ 1,816     $ 1,916  

 

 
(1) Accrued expenses are analyzed as follows:
Schedule of accrued expenses
               
    March 31,
2024		     December 31,
2023		  
(Amounts in thousands)   (Unaudited)        
Accrued expenses for legal and consulting fees   $ 270     $ 219  
Accrued payroll fees     61       139  
Other accrued expenses     482       473  
Total   $ 813     $ 831  
v3.24.3
Leases (Tables)
 3 Months Ended
Mar. 31, 2024
Leases  
Schedule of maturities of operating lease liabilities
       
    Operating
Leases		  
Fiscal Year Ended December 31,        
2024   $ 1,674  
2025     2,246  
2026     1,884  
2027     1,705  
2028     1,751  
Thereafter     3,185  
Total undiscounted lease payments   $ 12,445  
Less: imputed interest     (2,429 )
Total discounted lease payments   $ 10,016  
Less: current portion     (2,164 )
Long-term lease liabilities   $ 7,852  
v3.24.3
Stockholders’ Equity (Tables)
 3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Schedule of activities for unvested stock
               
    Number of
options		     Weighted Average
Grant Date
Fair Value		  
Unvested as of December 31, 2023     57,894     $ 124.20  
Vested     (17,333 )   $ 146.47  
Forfeited     (8,667 )   $ 99.13  
Unvested as of March 31, 2024     31,894     $ 118.99  
Schedule of restricted stock units granted
               
    Number of
Shares		     Weighted Average
Grant Date
Fair Value		  
Unvested as of December 31, 2023     67,894     $ 200.1  
Vested     (1,742 )   $ 88.20  
Forfeited     (6,453 )   $ 178.23  
Unvested as of March 31, 2024     59,699     $ 205.56  
v3.24.3
Revenue (Tables)
 3 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of revenue
               
   

Three Months Ended
March 31,

(Unaudited)

  
(Amounts in thousands)   2024     2023  
Sales of goods   $ 2,333     $ 769  
Sales of services     1,118       208  
Total revenue from contracts with customers   $ 3,451     $ 977  

 

The timing of revenue recognition is analyzed as follows:

 

   

Three Months Ended
March 31,

(Unaudited)

  
(Amounts in thousands)   2024     2023  
Timing of revenue recognition                
Revenue recognized at a point in time   $ 2,800     $ 977  
Revenue recognized over time     651       -  
Total revenue from contracts with customers   $ 3,451     $ 977  
v3.24.3
Segment Reporting and Information about Geographical Areas (Tables)
 3 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
Schedule of revenues, by geographic location
               
   

Three Months Ended
March 31,

(Unaudited)

  
(Amounts in thousands)   2024     2023  
North America   $ 2,274     $ 391  
Europe     1,062       511  
Asia     115       75  
Total net sales   $ 3,451     $ 977  
v3.24.3
Commitments and contingencies (Tables)
 3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Schedule of contractual obligations
                       
Fiscal Year Ended December 31,   Quantity (pieces)     Quantity (m2)    

Price
(Amounts in thousands)

  
2024     57,600       6,174       2,304  
2025     -       8,000       2,150  
Total     57,600       14,174     $ 4,454  
v3.24.3
Net loss per share (Tables)
 3 Months Ended
Mar. 31, 2024
Net loss per share  
Schedule of computation of basic and diluted net loss per share
               
   

Three Months Ended
March 31,

(Unaudited)

  
(Amounts in thousands, except share and per share amounts)   2024     2023  
Numerator:                
Net loss   $ (9,356 )   $ (11,988 )
Denominator:                
Basic weighted average number of shares     2,584,918       1,733,439  
Diluted weighted average number of shares     2,584,918       1,733,439  
Net loss per share:                
Basic   $ (3.62 )   $ (6.92 )
Diluted   $ (3.62 )   $ (6.92 )
v3.24.3
Subsequent Events (Tables)
 3 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
Schedule of proforma consolidated balance sheet
                               
    As of Proforma adjustments  
Proforma consolidated balance sheet (unaudited)   December 31,
2023
(Reported)		     Hood Park Lease
Termination (1)		     Advent
Technologies
A/S (2)		     December 31,
2023
(Proforma)		  
ASSETS                                
Current assets:                                
Cash and cash equivalents   $ 3,562     $ -     $ (361 )   $ 3,201  
Restricted cash, current     100       -       -       100  
Accounts receivable, net     191       -       (128 )     63  
Contract assets     21       -       (11 )     10  
Inventories     2,707       -       (2,512 )     195  
Prepaid expenses and Other current assets     2,254       -       (1,418 )     836  
Total current assets     8,835       -       (4,430 )     4,405  
Non-current assets:                                
Goodwill     -       -       -       -  
Intangibles, net     79       -       (10 )     69  
Property and equipment, net     21,549       (10,918 )     (1,326 )     9,305  
Right-of-use assets     3,216       (1,710 )     (59 )     1,447  
Restricted cash, non-current     750       (750 )     -       -  
Other non-current assets     308       -       (66 )     242  
Available for sale financial asset     -       -       -       -  
Total non-current assets     25,902       (13,378 )     (1,461 )     11,063  
Total assets   $ 34,737     $ (13,378 )   $ (5,891 )   $ 15,468  
                                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                                
Current liabilities:                                
Trade and other payables   $ 5,087     $ -     $ (1,091 )   $ 3,996  
Deferred income from grants, current     530       -       (7 )     523  
Contract liabilities     2,015       -       (1,602 )     413  
Other current liabilities     1,916       -       (881 )     1,035  
Operating lease liabilities     2,186       (1,502 )     (48 )     636  
Income tax payable     179       -       -       179  
Total current liabilities     11,913       (1,502 )     (3,629 )     6,782  
Non-current liabilities:                                
Warrant liability     59       -       -       59  
Long-term operating lease liabilities     8,230       (7,416 )     (11 )     803  
Defined benefit obligation     83       -       -       83  
Deferred income from grants, non-current     320       -       -       320  
Other long-term liabilities     684       -       (683 )     1  
Total non-current liabilities     9,376       (7,416 )     (694 )     1,266  
Total liabilities     21,289       (8,918 )     (4,323 )     8,048  
                                 
Commitments and contingent liabilities                                
                                 
Stockholders’ equity                                
Common stock ($0.0001 par value per share; Shares authorized: 500,000,000; Issued and outstanding: 2,580,159     -       -       -       -  
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000; nil issued and outstanding     -       -       -       -  
Additional paid-in capital     194,941       -       -       194,941  
Accumulated other comprehensive loss     (2,334 )     -       1,452       (882 )
Accumulated deficit     (179,159 )     (4,460 )     (3,020 )     (186,639 )
Total stockholders’ equity     13,448       (4,460 )     (1,568 )     7,420  
Total liabilities and stockholders’ equity   $ 34,737     $ (13,378 )   $ (5,891 )   $ 15,468  

 

Pro forma Information (Unaudited): The below table presents the pro forma consolidated balance sheet of Advent Technologies Holdings inc. as of March 31, 2024, reflecting adjustments for the termination of the Hood Park Lease and the removal of the balance sheet amounts as of March 31, 2024, as a result of the subsequent bankruptcy of Advent Technologies A/S and its wholly owned subsidiary.

 

  1) Hood Park Lease Termination – reflects adjustments to the restricted cash non-current balance of $750 thousand, $10.0 million of leasehold improvements, $1.7 million of right-of-use assets, $(1.5) million of operating lease liabilities, $(7.2) million of long-term operating lease liabilities and $0.5 million of furniture that will be forfeited as part of the exit of Hood Park, related to the lease termination that took place on June 30, 2024,

 

  2) Advent Technologies A/S – reflects the adjustments to remove the assets and liabilities of Advent Technologies A/S and its wholly owned subsidiary Green Energy Philippines Inc., as of December 31, 2023.

 

                                 
    As of Proforma adjustments  
Proforma consolidated balance sheet (unaudited)   March 31,
2024
(Reported)		     Hood Park Lease
Termination (1)		     Advent
Technologies
A/S (2)		     March 31,
2024
(Proforma)		  
ASSETS                                
Current assets:                                
Cash and cash equivalents   $ 774     $ -     $ (80 )   $ 694  
Restricted cash, current     98       -       -       98  
Accounts receivable, net     1,085       -       (126 )     959  
Contract assets     11       -       (11 )     -  
Inventories     2,077       -       (1,962 )     115  
Prepaid expenses and Other current assets     3,184       -       (1,391 )     1,793  
Total current assets     7,229       -       (3,570 )     3,659  
Non-current assets:                                
Intangibles, net     77       -       (10 )     67  
Property and equipment, net     20,749       (10,512 )     (1,260 )     8,977  
Right-of-use assets     3,046       (1,718 )     (46 )     1,282  
Restricted cash, non-current     750       (750 )     -       -  
Other non-current assets     301       -       (64 )     237  
Available for sale financial asset     -       -       -       -  
Total non-current assets     24,923       (12,980 )     (1,380 )     10,563  
Total assets   $ 32,152     $ (12,980 )   $ (4,950 )   $ 14,222  
                                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                                
Current liabilities:                                
Trade and other payables   $ 5,679     $ -     $ (200 )   $ 5,479  
Deferred income from grants, current     7       -       (7 )     -  
Contract liabilities     2,280       -       (1,575 )     705  
Loss contingency liabilities     5,140       -       -       5,140  
Other current liabilities     1,816       -       (864 )     952  
Operating lease liabilities     2,164       (1,513 )     (38 )     613  
Income tax payable     176       -       -       176  
Total current liabilities     17,262       (1,513 )     (2,684 )     13,065  
Non-current liabilities:                                
Warrant liability     -       -       -       -  
Long-term operating lease liabilities     7,852       (7,184 )     (7 )     661  
Defined benefit obligation     86       -       -       86  
Deferred income from grants, non-current     202       -       -       202  
Other long-term liabilities     671       -       (671 )     -  
Total non-current liabilities     8,811       (7,184 )     (678 )     949  
Total liabilities     26,073       (8,697 )     (3,362 )     14,014  
                                 
Commitments and contingent liabilities                                
                                 
Stockholders’ equity                                
Common stock ($0.0001 par value per share; Shares authorized: 500,000,000; Issued and outstanding: 2,605,135)     -       -       -       -  
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at March 31, 2024 and December 31, 2023; nil issued and outstanding at March 31, 2024 and December 31, 2023)     -       -       -       -  
Additional paid-in capital     197,000       -       -       197,000  
Accumulated other comprehensive loss     (2,406 )     -       1,415       (991 )
Accumulated deficit     (188,515 )     (4,283 )     (3,003 )     (195,801 )
Total stockholders’ equity     6,079       (4,283 )     (1,588 )     208  
Total liabilities and stockholders’ equity   $ 32,152     $ (12,980 )   $ (4,950 )   $ 14,222  
v3.24.3
Basis of presentation (Details)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Advent Technologies Inc. [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Company Name Advent Technologies, Inc.  
Country of Incorporation USA  
Statements of Operations date 01/01 – 3/31 01/01 – 3/31
Advent Technologies Inc. [Member] | Direct Ownership [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Ownership Interest 100.00%  
Advent Technologies Inc. [Member] | Indirect Ownership [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Ownership Interest  
Advent Technologies S.A. [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Company Name Advent Technologies S.A.  
Country of Incorporation Greece  
Statements of Operations date 01/01 – 3/31 01/01 – 3/31
Advent Technologies S.A. [Member] | Direct Ownership [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Ownership Interest  
Advent Technologies S.A. [Member] | Indirect Ownership [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Ownership Interest 100.00%  
Advent Technologies LLC [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Company Name Advent Technologies LLC  
Country of Incorporation USA  
Statements of Operations date 01/01 – 3/31 01/01 – 3/31
Advent Technologies LLC [Member] | Direct Ownership [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Ownership Interest  
Advent Technologies LLC [Member] | Indirect Ownership [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Ownership Interest 100.00%  
Advent Technologies GmbH [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Company Name Advent Technologies GmbH  
Country of Incorporation Germany  
Statements of Operations date 01/01 – 3/31 01/01 – 3/31
Advent Technologies GmbH [Member] | Direct Ownership [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Ownership Interest 100.00%  
Advent Technologies GmbH [Member] | Indirect Ownership [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Ownership Interest  
Advent Technologies A/S [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Company Name Advent Technologies A/S  
Country of Incorporation Denmark  
Statements of Operations date 01/01 – 3/31 01/01 – 3/31
Advent Technologies A/S [Member] | Direct Ownership [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Ownership Interest 100.00%  
Advent Technologies A/S [Member] | Indirect Ownership [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Ownership Interest  
Advent Green Energy Philippines, Inc [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Company Name Advent Green Energy Philippines, Inc  
Country of Incorporation Philippines  
Statements of Operations date 01/01 – 3/31 01/01 – 3/31
Advent Green Energy Philippines, Inc [Member] | Direct Ownership [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Ownership Interest  
Advent Green Energy Philippines, Inc [Member] | Indirect Ownership [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Ownership Interest 100.00%  
v3.24.3
Basis of presentation (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Sep. 25, 2024
Dec. 31, 2023
Feb. 04, 2021
Restructuring Cost and Reserve [Line Items]          
Common stock, par value (in dollars per share) $ 0.0001     $ 0.0001  
Net cash used in operating activities $ (2,876) $ (11,448)      
Negative net working capital 10,000        
Cash and cash equivalents 774 $ 19,545   $ 3,562  
Cash Equivalents [Member]          
Restructuring Cost and Reserve [Line Items]          
Cash and cash equivalents $ 800   $ 500    
AMCI Acquisition Corp [Member]          
Restructuring Cost and Reserve [Line Items]          
Acquired percentage         100.00%
Common stock, par value (in dollars per share)         $ 0.0001
v3.24.3
Summary of Significant Accounting Policies (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Dec. 31, 2022
Accounting Policies [Abstract]        
Cash and cash equivalents $ 774 $ 3,562 $ 19,545  
Restricted cash, current 98 100  
Restricted cash, non-current 750 750    
Cash, cash equivalents, restricted cash and restricted cash equivalents $ 1,622 $ 4,412 $ 20,295 $ 33,619
v3.24.3
Summary of Significant Accounting Policies (Details 1) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Accounting Policies [Abstract]    
Balance at beginning of year $ 911 $ 1,048
Additions 20
Settlements (113)
Foreign exchange fluctuations (17) 17
Balance at end of year $ 894 $ 972
v3.24.3
Summary of Significant Accounting Policies (Details 2) - Fair Value, Recurring [Member] - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Assets
Liabilities 59
Fair Value, Inputs, Level 3 [Member]    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Assets
Liabilities 59
Derivative Financial Instruments, Assets [Member]    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Assets
Derivative Financial Instruments, Assets [Member] | Fair Value, Inputs, Level 3 [Member]    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Assets
Derivative Financial Instruments, Liabilities [Member]    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Liabilities 59
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Inputs, Level 3 [Member]    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Liabilities $ 59
v3.24.3
Summary of Significant Accounting Policies (Details 3) - Derivative Financial Instruments, Liabilities [Member] - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Estimated fair value at beginning balance $ 320
Foreign exchange fluctuations 6
Change in estimated fair value
Estimated fair value at ending balance 326
Estimated fair value at beginning balance 59 998
Change in estimated fair value (59) (390)
Estimated fair value at ending balance $ 608
v3.24.3
Summary of Significant Accounting Policies (Details Narrative)
$ / shares in Units, € in Thousands, $ in Thousands
 3 Months Ended
Mar. 31, 2024
USD ($)
$ / shares
shares
Mar. 31, 2023
USD ($)
Dec. 31, 2023
USD ($)
May 25, 2022
EUR (€)
Debt Instrument [Line Items]        
Restricted cash and cash equivalents | $ $ 900   $ 900  
Warranty on fuel cells we sell for typically 2 years      
Warranty reserve of the sale price of the fuel cells sold 8.00%      
Warranty reserve expected to be incurred 12 months      
Interest income | $ $ 7 $ 7    
Investor [Member]        
Debt Instrument [Line Items]        
Non-interest bearing loan | $ $ 400      
Working Capital Warrants [Member]        
Debt Instrument [Line Items]        
Warrants issued (in shares) | shares 13,333      
Private Placement Warrant [Member]        
Debt Instrument [Line Items]        
Warrants issued (in shares) | shares 734,309      
Exercise price (in dollars per share) $ 345.00      
Common Stock [Member] | Working Capital Warrants [Member]        
Debt Instrument [Line Items]        
Exercise price (in dollars per share) 345.00      
Common Stock [Member] | Private Placement Warrant [Member]        
Debt Instrument [Line Items]        
Exercise price (in dollars per share) $ 345.00      
Derivative Financial Instruments, Liabilities [Member]        
Debt Instrument [Line Items]        
Warrants issued (in shares) | shares 131,343      
Derivative Financial Instruments, Liabilities [Member] | Common Stock [Member]        
Debt Instrument [Line Items]        
Exercise price (in dollars per share) $ 345.00      
Convertible Bond Loan [Member]        
Debt Instrument [Line Items]        
Debt carrying amount | €       € 1,000
Debt offered amount | €       € 300
Annual interest rate       8.00%
Overdue interest rate       2.50%
v3.24.3
Related party disclosures (Details Narrative) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Related Party Transactions [Abstract]    
Outstanding balances with related parties $ 0 $ 0
v3.24.3
Accounts receivable, net (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Receivables [Abstract]    
Accounts receivable from third party customers $ 1,442 $ 552
Less: Allowance for credit losses (357) (361)
Accounts receivable, net $ 1,085 $ 191
v3.24.3
Inventories (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Raw materials and supplies $ 8,813 $ 9,461
Work-in-process 360 223
Finished goods 5,175 5,275
Total 14,348 14,959
Provision for inventory (12,271) (12,252)
Total $ 2,077 $ 2,707
v3.24.3
Inventories (Details 1) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Inventory Disclosure [Abstract]    
Balance at beginning of year $ (12,252) $ (232)
Additions (239)
Foreign exchange fluctuations 220 (4)
Balance at end of year $ (12,271) $ (236)
v3.24.3
Prepaid expenses and other current assets (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Prepaid Expenses And Other Current Assets    
Prepaid insurance expenses $ 1,093 $ 155
Prepaid research expenses 13 36
Other prepaid expenses 957 958
Total $ 2,063 $ 1,149
v3.24.3
Prepaid expenses and other current assets (Details 1) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Prepaid Expenses And Other Current Assets    
VAT receivable $ 290 $ 273
Withholding tax 20 20
Grant receivable 559 570
Purchases under receipt 1
Guarantees 9 9
Other receivables 107 152
Accrued sublease income 130 80
Accrued interest income 6
Total $ 1,121 $ 1,105
v3.24.3
Intangible Assets (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Indefinite-Lived Intangible Assets [Line Items]    
Indefinite-lived intangible assets $ 406 $ 406
Total indefinite-lived intangible assets, Cumulative Impairment (406) (406)
Gross Carrying Amount 24,328 24,332
Accumulated Amortization (4,682) (4,684)
Cumulative Impairment (19,569) (19,569)
Net Carrying Amount 77 79
Gross Carrying Amount 24,734 24,738
Accumulated Amortization (4,682) (4,684)
Cumulative Impairment on intangible assets (19,975) (19,975)
Net Carrying Amount 77 79
Patents [Member]    
Indefinite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 21,221 21,221
Accumulated Amortization (3,247) (3,247)
Cumulative Impairment (17,974) (17,974)
Net Carrying Amount
In Process Research and Development [Member]    
Indefinite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 2,612 2,612
Accumulated Amortization (1,017) (1,017)
Cumulative Impairment (1,595) (1,595)
Net Carrying Amount
Order or Production Backlog [Member]    
Indefinite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 266 266
Accumulated Amortization (266) (266)
Cumulative Impairment
Net Carrying Amount
Computer Software, Intangible Asset [Member]    
Indefinite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 229 233
Accumulated Amortization (152) (154)
Cumulative Impairment
Net Carrying Amount 77 79
Ultra Cell LLC [Member] | Trade Names [Member]    
Indefinite-Lived Intangible Assets [Line Items]    
Indefinite-lived intangible assets 406 406
Total indefinite-lived intangible assets, Cumulative Impairment $ (406) $ (406)
v3.24.3
Intangible Assets (Details 1) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Change in Accounting Estimate [Line Items]    
Total $ 77 $ 79
Intangible Assets, Amortization Period [Member]    
Change in Accounting Estimate [Line Items]    
2024 21  
2025 28  
2026 28  
2027  
2028  
Thereafter  
Total $ 77  
v3.24.3
Intangible Assets (Details Narrative) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Impairment Effects on Earnings Per Share [Line Items]    
Amortization of intangible assets $ 1 $ 221
Finite-Lived Intangible Assets [Member]    
Impairment Effects on Earnings Per Share [Line Items]    
Amortization of intangible assets $ 1 $ 200
v3.24.3
Property, plant and equipment, net (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 32,059 $ 33,568
Less: accumulated depreciation (8,926) (9,635)
Less: cumulative impairment (2,384) (2,384)
Total 20,749 21,549
Land, Buildings and Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 14,427 14,475
Machinery [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 12,958 14,308
Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 4,674 $ 4,785
v3.24.3
Property, plant and equipment, net (Details Narrative) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Jun. 30, 2023
Jun. 30, 2024
Apr. 02, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]            
Addition to property and equipment $ 28 $ 2,500        
Loss on disposition of assets 21          
Letter of credit       $ 750 $ 750  
Depreciation expense 717 $ 401        
Property, Plant and Equipment [Member]            
Property, Plant and Equipment [Line Items]            
Dispose of equipment     $ 0      
Hood Park [Member]            
Property, Plant and Equipment [Line Items]            
Leasehold improvements 10,300         $ 10,400
Furniture forfeited $ 500         $ 500
v3.24.3
Other non-current assets (Details Narrative) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Other Assets, Noncurrent $ 301 $ 308
Property, Plant and Equipment, Other Types [Member]    
Property, Plant and Equipment [Line Items]    
Other Assets, Noncurrent $ 300 $ 300
v3.24.3
Trade and other payables (Details Narrative) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Trade and other payables $ 5,679 $ 5,087
v3.24.3
Other current liabilities (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Other Current Liabilities    
Accrued expenses $ 813 $ 831
Other short-term payables 256 262
Taxes and duties payable 230 257
Provision for unused vacation 243 248
Accrued provision for warranties, current portion (Note 14) 223 228
Social security funds 43 81
Overtime provision 8 9
Total $ 1,816 $ 1,916
v3.24.3
Other current liabilities (Details 1) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Other Current Liabilities    
Accrued expenses for legal and consulting fees $ 270 $ 219
Accrued payroll fees 61 139
Other accrued expenses 482 473
Total $ 813 $ 831
v3.24.3
Leases (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Leases    
2024 $ 1,674  
2025 2,246  
2026 1,884  
2027 1,705  
2028 1,751  
Thereafter 3,185  
Total undiscounted lease payments 12,445  
Less: imputed interest (2,429)  
Total discounted lease payments 10,016  
Less: current portion (2,164) $ (2,186)
Long-term lease liabilities $ 7,852  
v3.24.3
Leases (Details Narrative)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
USD ($)
Mar. 31, 2023
USD ($)
Dec. 31, 2023
USD ($)
Jan. 09, 2023
USD ($)
ft²
Mar. 08, 2021
USD ($)
ft²
Feb. 05, 2021
USD ($)
ft²
Area of leased space | ft²       6,041 21,401 6,041
Annual rent       $ 600 $ 1,500 $ 500
Lease contract term         8 years 6 months 5 years
Security deposit         $ 800  
Term of option to extend lease         5 years  
Rental expense $ 500 $ 600        
Short-term leases 10 $ 100        
Right-of-use assets 3,046   $ 3,216      
Other Noncurrent Assets [Member]            
Security deposit $ 100   $ 100      
v3.24.3
Private Placement Warrants and Working Capital Warrants (Details Narrative) - $ / shares
 3 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Private Placement Warrant [Member]    
Class of Warrant or Right [Line Items]    
Warrants issued 734,309  
Warrants outstanding 65,671 65,671
Number of shares called by each warrant 1  
Exercise price $ 345.00  
Warrants expiration period 5 years  
Private Placement Warrant [Member] | IPO [Member]    
Class of Warrant or Right [Line Items]    
Warrants issued 131,343  
Working Capital Warrants [Member]    
Class of Warrant or Right [Line Items]    
Warrants issued 13,333  
Period to exercise warrants after business combination 30 days  
Period not to transfer, assign or sell warrants 30 days  
v3.24.3
Other long-term liabilities (Details Narrative) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Other Long-term Liabilities    
Accrued warranty reserve, non-current $ 700 $ 700
Total accrued warranty reserve $ 900 $ 900
v3.24.3
Stockholders Equity (Details) - Share-Based Payment Arrangement, Option [Member]
 3 Months Ended
Mar. 31, 2024
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of options unvested at beginning | shares 57,894
Weighted average grant date fair value unvested at beginning | $ / shares $ 124.20
Number of options vested | shares (17,333)
Weighted average grant date fair value, vested | $ / shares $ 146.47
Number of options forfeited | shares (8,667)
Weighted average grant date fair value, forfeited | $ / shares $ 99.13
Number of options unvested at end | shares 31,894
Weighted average grant date fair value unvested at end | $ / shares $ 118.99
v3.24.3
Stockholders Equity (Details 1) - Restricted Stock Units (RSUs) [Member]
 3 Months Ended
Mar. 31, 2024
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of shares unvested at beginning | shares 67,894
Weighted average grant date fair value unvested at beginning | $ / shares $ 200.1
Number of shares vested | shares (1,742)
Weighted average grant date fair value vested | $ / shares $ 88.20
Number of shares forfeited | shares (6,453)
Weighted average grant date fair value forfeited | $ / shares $ 178.23
Number of shares unvested at end | shares 59,699
Weighted average grant date fair value unvested at end | $ / shares $ 205.56
v3.24.3
Stockholders’ Equity (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 3 Months Ended
Apr. 30, 2024
Apr. 29, 2024
Mar. 31, 2024
Mar. 31, 2023
Jun. 30, 2021
Dec. 31, 2023
Mar. 28, 2023
Class of Warrant or Right [Line Items]              
Shares authorized     501,000,000        
Common stock, shares designated     500,000,000        
Common stock, par value     $ 0.0001     $ 0.0001  
Preferred stock, shares authorized     1,000,000     1,000,000  
Preferred stock, par value (in dollars per share)     $ 0.0001     $ 0.0001  
Common stock, shares issued     2,605,135     2,580,159  
Common stock, shares outstanding     2,605,135     2,580,159  
Proceeds from exercise of warrants     $ 126      
Share-Based Payment Arrangement, Option [Member]              
Class of Warrant or Right [Line Items]              
Vesting on graded basis     4 years        
Compensation cost     $ 700 900      
Unrecognized compensation cost     $ 3,300        
Equity Incentive Plan 2021 [Member]              
Class of Warrant or Right [Line Items]              
Maximum number of shares of stock     230,530        
Equity Incentive Plan 2021 [Member] | Restricted Stock Units (RSUs) [Member]              
Class of Warrant or Right [Line Items]              
Vesting on graded basis     4 years        
Compensation cost     $ 1,300 $ 1,700      
Unrecognized compensation cost     $ 5,900        
Warrant [Member]              
Class of Warrant or Right [Line Items]              
Warrants outstanding (in shares)     735,069        
Exercise price of warrant (in dollars per share)     $ 345.00   $ 345.00    
Warrant holders exercised options to purchase additional shares (in shares)         760    
Proceeds from exercise of warrants         $ 262,177    
Increase in shares outstanding (in shares)         760    
Warrant redemption price (in dollars per share)     $ 0.01        
Notice period to redeem warrants     30 days        
Share price (in dollars per share)     $ 540.00        
Private Placement Warrants [Member]              
Class of Warrant or Right [Line Items]              
Warrants outstanding (in shares)     813,314        
Stockholders [Member]              
Class of Warrant or Right [Line Items]              
Reverse stock split   1-for-30          
Board [Member]              
Class of Warrant or Right [Line Items]              
Reverse stock split 1-for-30            
H.C. Wainwright & Co., LLC [Member]              
Class of Warrant or Right [Line Items]              
Common stock, shares issued             24,976
Lincoln Park [Member] | At The Market Offering Agreement [Member]              
Class of Warrant or Right [Line Items]              
Number of stock sold     $ 24,976        
v3.24.3
Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Disaggregation of Revenue [Line Items]    
Revenue from contracts with customers $ 3,451 $ 977
Transferred at Point in Time [Member]    
Disaggregation of Revenue [Line Items]    
Revenue from contracts with customers 2,800 977
Transferred over Time [Member]    
Disaggregation of Revenue [Line Items]    
Revenue from contracts with customers 651
Sales of Goods [Member]    
Disaggregation of Revenue [Line Items]    
Revenue from contracts with customers 2,333 769
Service [Member]    
Disaggregation of Revenue [Line Items]    
Revenue from contracts with customers $ 1,118 $ 208
v3.24.3
Revenue (Details Narrative) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]    
Contract assets $ 11 $ 21
Contract liabilities 2,300 $ 2,000
Revenue recognized from contract liabilites $ 100  
v3.24.3
Collaborative Arrangements (Details Narrative) - USD ($)
$ in Thousands
 1 Months Ended 3 Months Ended
Aug. 31, 2020
Mar. 31, 2024
Mar. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Research and development expenses   $ 1,415 $ 3,141
Cooperative Research and Development Agreement [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Estimated total contribution of project $ 1,200    
Contribution in cash 1,200    
Contribution in-kind, personnel salaries $ 600    
Collaborative Arrangement [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Research and development expenses   $ 100 $ 800
v3.24.3
Income Taxes (Details Narrative) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Tax Disclosure [Abstract]    
Income tax benefit $ 55 $ (796)
v3.24.3
Segment Reporting and Information about Geographical Areas (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]    
Net sales $ 3,451 $ 977
North America [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Net sales 2,274 391
Europe [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Net sales 1,062 511
Asia [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Net sales $ 115 $ 75
v3.24.3
Segment Reporting and Information about Geographical Areas (Details Narrative)
 3 Months Ended
Mar. 31, 2024
Integer
Segment Reporting [Abstract]  
Business segment 1
v3.24.3
Commitments and contingencies (Details)
$ in Thousands
Mar. 31, 2024
USD ($)
ft²
Integer
Commitments and Contingencies Disclosure [Abstract]  
Contractual Obligation Quantity Pieces Year One | Integer 57,600
Contractual Obligation, Quantity, Year One | ft² 6,174
Contractual Obligation, to be Paid, Year One | $ $ 2,304
Contractual Obligation, Quantity, Year Two | Integer
Contractual Obligation, Quantity, Year Two | ft² 8,000
Contractual Obligation, to be Paid, Year Two | $ $ 2,150
Contractual Obligation Quantity Pieces | Integer 57,600
Contractual Obligation, Quantity | ft² 14,174
Contractual Obligation | $ $ 4,454
v3.24.3
Commitments and contingencies (Details Narrative)
$ in Thousands
Mar. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
ft²
May 31, 2023
Integer
Sep. 30, 2022
Integer
Commitments and Contingencies Disclosure [Abstract]        
Accrued interest expense $ 200      
Accrued loss liability 5,100      
Issued letters of guarantee $ 0 $ 0    
Contractual obligation, minimum quantity | ft²   21,000    
Contractual obligation, minimum quantity, pieces | Integer     75,400 318,400
v3.24.3
Net loss per share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Numerator:    
Net loss $ (9,356) $ (11,988)
Denominator:    
Basic weighted average number of shares 2,584,918 1,733,439
Diluted weighted average number of shares 2,584,918 1,733,439
Net loss per share:    
Basic $ (3.62) $ (6.92)
Diluted $ (3.62) $ (6.92)
v3.24.3
Subsequent Events (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Current assets:      
Cash and cash equivalents $ 774 $ 3,562  
Restricted cash, current 98 100
Accounts receivable, net 1,085 191  
Contract assets 11 21  
Inventories 2,077 2,707  
Prepaid expenses and Other current assets 3,184 2,254  
Total current assets 7,229 8,835  
Non-current assets:      
Goodwill    
Intangibles, net 77 79  
Property and equipment, net 20,749 21,549  
Right-of-use assets 3,046 3,216  
Restricted cash, non-current 750 750  
Other non-current assets 301 308  
Available for sale financial asset  
Total non-current assets 24,923 25,902  
Total assets 32,152 34,737  
Current liabilities:      
Trade and other payables 5,679 5,087  
Deferred income from grants, current 7 530  
Contract liabilities 2,280 2,015  
Loss contingency liabilities 5,140  
Other current liabilities 1,816 1,916  
Operating lease liabilities 2,164 2,186  
Income tax payable 176 179  
Total current liabilities 17,262 11,913  
Non-current liabilities:      
Warrant liability 59  
Long-term operating lease liabilities 7,852 8,230  
Defined benefit obligation 86 83  
Deferred income from grants, non-current 202 320  
Other long-term liabilities 671 684  
Total non-current liabilities 8,811 9,376  
Total liabilities 26,073 21,289  
Stockholders’ equity      
Common stock ($0.0001 par value per share; Shares authorized: 500,000,000; Issued and outstanding: 2,605,135)  
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at March 31, 2024 and December 31, 2023; nil issued and outstanding at March 31, 2024 and December 31, 2023)  
Additional paid-in capital 197,000 194,941  
Accumulated other comprehensive loss (2,406) (2,334)  
Accumulated deficit (188,515) (179,159)  
Total stockholders’ equity 6,079 13,448  
Total liabilities and stockholders’ equity 32,152 34,737  
Hood Park Lease Termination [Member]      
Current assets:      
Cash and cash equivalents  
Restricted cash, current  
Accounts receivable, net  
Contract assets  
Inventories  
Prepaid expenses and Other current assets  
Total current assets  
Non-current assets:      
Goodwill    
Intangibles, net  
Property and equipment, net (10,512) (10,918)  
Right-of-use assets (1,718) (1,710)  
Restricted cash, non-current (750) (750)  
Other non-current assets  
Available for sale financial asset  
Total non-current assets (12,980) (13,378)  
Total assets (12,980) (13,378)  
Current liabilities:      
Trade and other payables  
Deferred income from grants, current  
Contract liabilities  
Loss contingency liabilities    
Other current liabilities  
Operating lease liabilities (1,513) (1,502)  
Income tax payable  
Total current liabilities (1,513) (1,502)  
Non-current liabilities:      
Warrant liability  
Long-term operating lease liabilities (7,184) (7,416)  
Defined benefit obligation  
Deferred income from grants, non-current  
Other long-term liabilities  
Total non-current liabilities (7,184) (7,416)  
Total liabilities (8,697) (8,918)  
Stockholders’ equity      
Common stock ($0.0001 par value per share; Shares authorized: 500,000,000; Issued and outstanding: 2,605,135)  
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at March 31, 2024 and December 31, 2023; nil issued and outstanding at March 31, 2024 and December 31, 2023)  
Additional paid-in capital  
Accumulated other comprehensive loss  
Accumulated deficit (4,283) (4,460)  
Total stockholders’ equity (4,283) (4,460)  
Total liabilities and stockholders’ equity (12,980) (13,378)  
Advent Technologies A S Bankruptcy [Member]      
Current assets:      
Cash and cash equivalents (80) (361)  
Restricted cash, current  
Accounts receivable, net (126) (128)  
Contract assets (11) (11)  
Inventories (1,962) (2,512)  
Prepaid expenses and Other current assets (1,391) (1,418)  
Total current assets (3,570) (4,430)  
Non-current assets:      
Goodwill    
Intangibles, net (10) (10)  
Property and equipment, net (1,260) (1,326)  
Right-of-use assets (46) (59)  
Restricted cash, non-current  
Other non-current assets (64) (66)  
Available for sale financial asset  
Total non-current assets (1,380) (1,461)  
Total assets (4,950) (5,891)  
Current liabilities:      
Trade and other payables (200) (1,091)  
Deferred income from grants, current (7) (7)  
Contract liabilities (1,575) (1,602)  
Loss contingency liabilities    
Other current liabilities (864) (881)  
Operating lease liabilities (38) (48)  
Income tax payable  
Total current liabilities (2,684) (3,629)  
Non-current liabilities:      
Warrant liability  
Long-term operating lease liabilities (7) (11)  
Defined benefit obligation  
Deferred income from grants, non-current  
Other long-term liabilities (671) (683)  
Total non-current liabilities (678) (694)  
Total liabilities (3,362) (4,323)  
Stockholders’ equity      
Common stock ($0.0001 par value per share; Shares authorized: 500,000,000; Issued and outstanding: 2,605,135)  
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at March 31, 2024 and December 31, 2023; nil issued and outstanding at March 31, 2024 and December 31, 2023)  
Additional paid-in capital  
Accumulated other comprehensive loss 1,415 1,452  
Accumulated deficit (3,003) (3,020)  
Total stockholders’ equity (1,588) (1,568)  
Total liabilities and stockholders’ equity (4,950) (5,891)  
Pro Forma [Member]      
Current assets:      
Cash and cash equivalents 694 3,201  
Restricted cash, current 98 100  
Accounts receivable, net 959 63  
Contract assets 10  
Inventories 115 195  
Prepaid expenses and Other current assets 1,793 836  
Total current assets 3,659 4,405  
Non-current assets:      
Goodwill    
Intangibles, net 67 69  
Property and equipment, net 8,977 9,305  
Right-of-use assets 1,282 1,447  
Restricted cash, non-current  
Other non-current assets 237 242  
Available for sale financial asset  
Total non-current assets 10,563 11,063  
Total assets 14,222 15,468  
Current liabilities:      
Trade and other payables 5,479 3,996  
Deferred income from grants, current 523  
Contract liabilities 705 413  
Loss contingency liabilities 5,140    
Other current liabilities 952 1,035  
Operating lease liabilities 613 636  
Income tax payable 176 179  
Total current liabilities 13,065 6,782  
Non-current liabilities:      
Warrant liability 59  
Long-term operating lease liabilities 661 803  
Defined benefit obligation 86 83  
Deferred income from grants, non-current 202 320  
Other long-term liabilities 1  
Total non-current liabilities 949 1,266  
Total liabilities 14,014 8,048  
Stockholders’ equity      
Common stock ($0.0001 par value per share; Shares authorized: 500,000,000; Issued and outstanding: 2,605,135)  
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at March 31, 2024 and December 31, 2023; nil issued and outstanding at March 31, 2024 and December 31, 2023)  
Additional paid-in capital 197,000 194,941  
Accumulated other comprehensive loss (991) (882)  
Accumulated deficit (195,801) (186,639)  
Total stockholders’ equity 208 7,420  
Total liabilities and stockholders’ equity $ 14,222 $ 15,468  
v3.24.3
Subsequent Events (Details Narrative) - USD ($)
$ in Thousands
 1 Months Ended
May 10, 2024
May 07, 2024
Mar. 13, 2024
Jul. 30, 2024
Apr. 15, 2024
Jun. 30, 2024
Apr. 02, 2024
Mar. 31, 2024
Dec. 31, 2023
Letter of credit           $ 750 $ 750    
Right-of-use assets               $ 3,046 $ 3,216
Operating lease liabilities               10,016  
Long-term operating lease liabilities               7,852  
Sell of property, plant and equipment description   Company entered into an agreement to sell some of its coating machines (part of its property, plant and equipment) from the Hood Park facility for $0.9 million resulting in a loss of $2.4 million. On May 8, 2024, the Company received an initial deposit of $0.3 million and the remaining $0.6 million in July 2024.              
Senior Note [Member]                  
Interest rate       18.00%          
Plan 2021 Equity Incentive [Member]                  
Voting rights     the stockholders voted to increase the number of shares of Common Stock issuable under the Company’s 2021 Equity Incentive Plan from 230,530 to 569,273.            
Loan Agreement [Member]                  
Loan agreement description Company entered into a loan agreement for $0.5 million and is fully collateralized with the Company’s building located at Lyngvej 8, 9000 Aalborg. The loan has a fixed term of 2 years and 1 month and is charged annual interest of 12%. Interest is due monthly with the principal balance due upon maturity.                
ATM Agreement [Member]                  
Number of shares issued         31,373        
Proceeds from issuance of common stock         $ 300        
Purchase Agreement [Member]                  
Principal amount       $ 2,000          
Purchase Agreement [Member] | Senior Note [Member]                  
Principal amount       $ 1,000          
Director [Member]                  
Reverse stock split     1-for-30 reverse stock split            
Hood Park [Member]                  
Leasehold improvements               10,000 10,400
Right-of-use assets               1,700 1,700
Operating lease liabilities               1,500 1,500
Long-term operating lease liabilities               7,200 7,400
Furniture forfeited               $ 500 $ 500