(a)Shares of common stock
On March 8, 2022, a shareholder meeting was held and declared
-for-four reverse stock split effective on
March 9, 2022. After that, the Company’s issued and
common stock is 17,500,000 shares. The
authorized shares of common stock after the reverse stock splits
are 450,000,000 shares of a par value of $0.0004.
As a result of the amendment of authorized stock, the stock split
and reverse of stock split, all share and per share data in the
condensed consolidated financial statements have been
retrospectively adjusted to all periods presented.
On November 22, 2022, the Group entered into a Standby Equity
Purchase Agreement (“SEPA”) with YA II PN, LTD., a Cayman Islands
exempt limited partnership (the “Investor”) to sell up to $10,000
of the Company’s shares of common stock from time to time, subject
to certain limitations and conditions set forth in the SEPA.
Although the SEPA provides that the Company may sell up to an
aggregate of $10,000 of common stock to Investor, only 4,035,086
shares of the Company’s common stock, including the aggregate
amount of 61,421 Commitment Shares issued to Investor, have been
registered. If the Company elect to sell to the Investor all of the
4,035,086 registered shares of common stock, depending on the
market price of the Company’s common stock prior to each draw-down
made pursuant to the SEPA, the actual gross proceeds from the sale
of all such shares may be substantially less than the $10,000
available to the Company, which could materially adversely affect
the Company’s liquidity. The selling price is 93% of the market
price as defined in the agreement. The Group paid YA Global II SPV,
LLC, a subsidiary of the Investor, a structuring fee in the amount
of $20 and also issued to the Investor common shares in an amount
equal to $100 as a commitment fee. On December 21, 2022, the Group
elected to draw down under the SEPA and sold to the Investor 30,000
shares of common stock, resulting in the receipt of $30 in net
proceeds from the sale. During the three months ended March 31,
2023, the Group continued to draw down amounts under the SEPA,
which resulted in the sale to the Investor 904,878 shares of common
stock and the receipt of $1,154 in net proceeds from the
(b)Additional paid-in capital
The Company recorded an increase to additional paid in capital of
$109 and $63 for the share-based compensation expense in the three
months ended March 31, 2023 and 2022, respectively. In addition,
the Company also recorded an increase of $1,154 to additional paid
in capital due to 904,878 shares issued and sold for the SEPA in
the three months ended March 31, 2023.
During the three months ended March 31, 2023 and 2022, the
stock-based compensation expense was $109 and $63,
There were no changes to the contractual life of any fully vested
options during the three months ended March 31, 2023 and 2022.
As of March 31, 2023, unrecognized share-based compensation
expenses related to the share options granted were $1,402. The
expenses are expected to be recognized over a weighted-average
period of 2.69 years.
9.Related Party Transactions
During the three months ended March 31, 2023, the Group made a loan
of $400 to its ultimate parent company, SPI Energy Co., Ltd.
(“SPI”). The loan is due on demand and bears no interest. The loan
was paid off by SPI by the end of March 31, 2023.
During the three months ended March 31, 2022, the Group paid $84
withholding payroll taxes on behalf of SPI and SPI lent a loan with
principal amount of $78 to the Group to support the Group’s
business. The loan is due on demand and bears no interest.
As of March 31, 2023 and December 31, 2022, the amount due from a
related party is $168 and $168, respectively.
10.Commitments and Contingencies
Commitments — As of March 31,
2023, the Group had other commitments of approximately $1,596.
These commitments were solely related to contracts signed with
vendors for research and development by the Group and are expected
to be paid in one year.