Quantum Computing (QUBT) 10-Q2 Oct 242024 Q2 Quarterly reportFinancial data

Company Profile

Cover

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Oct. 01, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	QUANTUM COMPUTING INC.
Entity Central Index Key	0001758009
Entity File Number	001-40615
Entity Tax Identification Number	82-4533053
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Incorporation, Date of Incorporation	Jul. 25, 2001
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	5 Marine View Plaza
Entity Address, Address Line Two	Suite 214
Entity Address, City or Town	Hoboken
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07030
Entity Phone Fax Numbers [Line Items]
City Area Code	(703)
Local Phone Number	436-2121
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $.0001
Trading Symbol	QUBT
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		91,345,140

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 2,526	$ 2,059
Accounts receivable	56	65
Inventory	266	73
Loans receivable, net of provision for credit losses of $295 and $279	295	279
Prepaid expenses and other current assets	272	180
Total current assets	3,415	2,656
Property and equipment, net	5,387	2,870
Operating lease right-of-use assets	923	1,051
Intangible assets, net	10,524	12,076
Goodwill	55,573	55,573
Other non-current assets	133	129
Total assets	75,955	74,355
Current liabilities
Accounts payable	1,672	1,462
Accrued expenses	327	639
Financial liabilities, net of issuance costs		1,925
Deferred revenue	104
Other current liabilities	790	786
Total current liabilities	2,893	4,812
Operating lease liabilities	708	840
Total liabilities	3,601	5,652
Contingencies (see Note 10)
Mezzanine equity	6,829
Stockholders’ equity
Preferred stock, $0.0001 par value, 1,550 shares Series A Preferred authorized; 1,241 and 1,490 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively; 3,080 shares of Series B Preferred Stock authorized; no shares issued and outstanding as of June 30, 2024 and December 31, 2023
Common stock, $0.0001 par value, 250,000 shares authorized; 94,416 and 77,451 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	9	8
Additional paid-in capital	209,086	200,635
Accumulated deficit	(143,570)	(131,940)
Total stockholders’ equity	65,525	68,703
Total liabilities and mezzanine and stockholders’ equity	$ 75,955	$ 74,355

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (unaudited) (Parentheticals) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Net of provision for credit losses (in Dollars)	$ 295	$ 279
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	94,416,000	77,451,000
Common stock, shares outstanding	94,416,000	77,451,000
Series A Preferred Stock
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,550,000	1,550,000
Preferred stock, shares issued	1,241,000	1,490,000
Preferred stock, shares outstanding	1,241,000	1,490,000
Series B Preferred Stock
Preferred stock, shares authorized	3,080,000	3,080,000
Preferred stock, shares issued
Preferred stock, shares outstanding

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	[1]	Jun. 30, 2024	Jun. 30, 2023	[1]
Income Statement [Abstract]
Total revenue	$ 183	$ 112		$ 210	$ 233
Cost of revenue	125	51		141	107
Gross profit	58	61		69	126
Research and development	2,094	2,466		4,315	4,650
Sales and marketing	429	385		880	812
General and administrative	2,802	4,168		6,459	7,718
Operating expenses	5,325	7,019		11,654	13,180
Loss from operations	(5,267)	(6,958)		(11,585)	(13,054)
Non-operating income (expense)
Interest and other income	73	61		110	93
Interest expense, net		(537)		(155)	(963)
Change in value of warrant liability		17			370	[2]
Loss before income tax provision	(5,194)	(7,417)		(11,630)	(13,554)
Income tax provision
Net loss	(5,194)	(7,417)		(11,630)	(13,554)	[2]
Less: Series A convertible preferred stock dividends		(215)			(431)
Net loss available to common stockholders	$ (5,194)	$ (7,632)		$ (11,630)	$ (13,985)
Loss per share – basic (in Dollars per share)	$ (0.06)	$ (0.12)		$ (0.13)	$ (0.23)
Weighted average shares used in computing net loss per common share – basic (in Shares)	93,550	62,667		87,185	60,832

[1]As described in Note 15 to the unaudited condensed consolidated financial statements appearing elsewhere in this Form 10-Q, we have restated the condensed consolidated statements of operations for the three and six months ended June 30, 2023.[2] As described in Note 15 to the unaudited condensed consolidated financial statements appearing elsewhere in this Form 10-Q, we have restated the condensed consolidated statement of cash flows for the six months ended June 30, 2023.

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares shares in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	[1]	Jun. 30, 2024	Jun. 30, 2023	[1]
Income Statement [Abstract]
Loss per share – diluted	$ (0.06)	$ (0.12)		$ (0.13)	$ (0.23)
Weighted average shares used in computing net loss per common share – dilutive	93,550	62,667		87,185	60,832

[1]As described in Note 15 to the unaudited condensed consolidated financial statements appearing elsewhere in this Form 10-Q, we have restated the condensed consolidated statements of operations for the three and six months ended June 30, 2023.

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Mezzanine and Stockholders’ Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands		Mezzanine Equity	Series A Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022	[1]			$ 6	$ 169,175	$ (104,057)	$ 65,124
Balance (in Shares) at Dec. 31, 2022	[1]		1,500	55,963
Issuance of shares for cash				$ 1	14,226		14,227
Issuance of shares for cash (in Shares)				8,911
Conversion of preferred stock					1		1
Conversion of preferred stock (in Shares)			(10)	11
Preferred stock dividends						(431)	(431)
Stock-based compensation					1,920		1,920
Stock-based compensation (in Shares)				830
Stock-based compensation for services					2,429		2,429
Stock-based compensation for services (in Shares)				1,500
Net loss						(13,554)	(13,554)	[2],[3]
Balance at Jun. 30, 2023	[1]			$ 7	187,751	(118,042)	69,716
Balance (in Shares) at Jun. 30, 2023	[1]		1,490	67,215
Balance at Mar. 31, 2023	[1]			$ 6	178,516	(110,410)	68,112
Balance (in Shares) at Mar. 31, 2023	[1]		1,490	60,496
Issuance of shares for cash				$ 1	7,872		7,873
Issuance of shares for cash (in Shares)				5,889
Conversion of preferred stock
Preferred stock dividends						(215)	(215)
Stock-based compensation					1,277		1,277
Stock-based compensation (in Shares)				830
Stock-based compensation for services					86		86
Net loss						(7,417)	(7,417)	[3]
Balance at Jun. 30, 2023	[1]			$ 7	187,751	(118,042)	69,716
Balance (in Shares) at Jun. 30, 2023	[1]		1,490	67,215
Balance at Dec. 31, 2023				$ 8	200,635	(131,940)	68,703
Balance (in Shares) at Dec. 31, 2023			1,490	77,451
Issuance of shares for cash				$ 1	14,628		14,629
Issuance of shares for cash (in Shares)				16,605
Reclassification of Series A preferred stock to mezzanine equity		8,195			(8,195)		(8,195)
Repurchase of redeemable shares		(1,366)
Repurchase of redeemable shares (in Shares)			(249)
Stock-based compensation					1,886		1,886
Stock-based compensation (in Shares)				218
Stock-based compensation for services					132		132
Stock-based compensation for services (in Shares)				142
Net loss						(11,630)	(11,630)
Balance at Jun. 30, 2024		6,829		$ 9	209,086	(143,570)	65,525
Balance (in Shares) at Jun. 30, 2024			1,241	94,416
Balance at Mar. 31, 2024		7,740		$ 9	205,967	(138,376)	67,600
Balance (in Shares) at Mar. 31, 2024			1,407	91,345
Issuance of shares for cash					2,427		2,427
Issuance of shares for cash (in Shares)				3,002
Repurchase of redeemable shares		(911)
Repurchase of redeemable shares (in Shares)			(1,656)
Stock-based compensation					674		674
Stock-based compensation for services					18		18
Stock-based compensation for services (in Shares)				69
Net loss						(5,194)	(5,194)
Balance at Jun. 30, 2024		$ 6,829		$ 9	$ 209,086	$ (143,570)	$ 65,525
Balance (in Shares) at Jun. 30, 2024			1,241	94,416

[1]As described in Note 15 to the unaudited condensed consolidated financial statements appearing elsewhere in this Form 10-Q, we have restated the condensed consolidated statements of stockholders’ equity for the three and six months ended June 30, 2023.[2] As described in Note 15 to the unaudited condensed consolidated financial statements appearing elsewhere in this Form 10-Q, we have restated the condensed consolidated statement of cash flows for the six months ended June 30, 2023.

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (11,630)	$ (13,554)	[1],[2]
Adjustments to reconcile net loss to net cash used in operations
Depreciation and intangibles amortization	1,691	1,657	[1]
Amortization of issuance costs	138	488	[1]
Change in fair value of warrant liability		(370)	[1],[2]
Other recognized losses (gains)	16		[1]
Stock-based compensation expense	1,917	2,118	[1]
Stock-based compensation expense for services	19	281	[1]
Changes in operating assets and liabilities
Accounts receivable	9	(109)	[1]
Inventories	(193)		[1]
Prepaid expenses and other current assets	(124)	(79)	[1]
Other non-current assets	124	90	[1]
Accounts payable	210	63	[1]
Deferred revenue	104		[1]
Accrued expenses and other current liabilities	(11)	834	[1]
Other long-term liabilities	(132)	(340)	[1]
Net cash used in operating activities	(7,862)	(8,921)	[1]
Cash flows from investing activities:
Purchase of property and equipment	(2,656)	(581)	[1]
Loans receivable		(500)	[1]
Net cash used in investing activities	(2,656)	(1,081)	[1]
Cash flows from financing activities:
Payments of financial liabilities, net of interest	(2,063)	(1,901)	[1]
Series A Preferred stock dividend payments	(215)	(435)	[1]
Repurchase of Series A preferred stock	(1,366)		[1]
Proceeds from stock issuance related to ATM facility	14,629	14,227	[1]
Net cash provided by financing activities	10,985	11,891	[1]
Net increase in cash	467	1,889	[1]
Cash and cash equivalents, beginning of period	2,059	5,308	[1]
Cash and cash equivalents, end of period	2,526	7,197	[1]
Supplemental disclosures of cash flow information:
Cash paid for interest	31	599	[1]
Non-cash investing and financing activities:
Reclassification of Series A preferred stock to mezzanine equity	$ 8,195

[1] As described in Note 15 to the unaudited condensed consolidated financial statements appearing elsewhere in this Form 10-Q, we have restated the condensed consolidated statement of cash flows for the six months ended June 30, 2023.

Nature of the Organization and

Nature of the Organization and Business	6 Months Ended
Nature of the Organization and Business	Jun. 30, 2024
Nature of the Organization and Business [Abstract]
Nature of the Organization and Business	Note 1. Nature of the Organization and Business Corporate History Quantum Computing Inc. (“QCi” or the “Company”) was formed in the State of Nevada on July 25, 2001, under its prior name, Ticketcart, Inc. The Company redomiciled to Delaware on February 22, 2018 and changed its name to Quantum Computing Inc. Effective July 20, 2018, the trading symbol for the Company’s common stock, par value $0.0001, on the OTC Market changed from “IBGH” to “QUBT”. On July 15, 2021 the Company uplisted to The Nasdaq Stock Market LLC. On June 16, 2022, the Company merged with QPhoton, Inc. (“QPhoton”), a developer of quantum photonic systems and related technologies and applications. Nature of Business QCi is an American company utilizing integrated photonics and non-linear quantum optics to deliver quantum and ancillary products for high-performance computing applications based on patented and proprietary photonics technology. QCi’s products are designed to operate at room temperature and at very low power levels beyond the capabilities of other systems in the market. Our core photonics technology enables the execution of a go-to-market strategy which emphasizes accessibility and affordability. Our quantum machines enable subject matter experts (SMEs) and end users to deliver critical business solutions today in working with highly complex optimization problems. The Company initially focused on providing software tools and applications for several commercially available quantum computers. However, following the June 2022 merger with QPhoton and its associated intellectual property and engineering team, the Company now offers integrated high-performance quantum systems, ancillary products and services. The core of our quantum offerings today is our Entropy Quantum Computing (“EQC”) technology. We have built room-temperature, photonic quantum information processing systems underpinned by a series of patented and patent pending technologies. Our technology, supported by professional services through our “Quantum Solutions” offering, enables our clients to solve complex optimization problems. In addition, our engineering teams are using our leading-edge photonics technology to continue to enhance and further develop quantum LIDAR sensing and imaging systems, quantum-secured network solutions, and photonic chips. Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the continuity of operations, the realization of assets, and the satisfaction of liabilities in the normal course of business. Cash and cash equivalents on hand were $2.5 million as of June 30, 2024. The Company has historically incurred losses and negative cash flows from operations. As of June 30, 2024, the Company also had an accumulated deficit of $143.6 million and working capital of $522 thousand. Furthermore, we have not achieved a level of sales adequate to support the Company’s cost structure and may need to raise additional funds in the next twelve months by selling additional equity or incurring debt. It is management’s opinion that these conditions raise substantial doubt about our ability to continue as a going concern.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
Significant Accounting Policies	Jun. 30, 2024
Significant Accounting Policies [Abstract]
Significant Accounting Policies	Note 2. Significant Accounting Policies Basis of Presentation and Principles of Consolidation: The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (the “FASB”), including Accounting Standards Codification (“ASC”) 810, Consolidation Reclassifications Certain reclassifications have been made to the fiscal year 2023 audited consolidated financial statements to conform to the presentation in the three and six months ended June 30, 2024. The reclassifications had no impact on consolidated net loss, total consolidated assets, total consolidated liabilities, or consolidated stockholders’ equity. Risk and Uncertainties The Company is subject to certain risks and uncertainties and believes changes in any of the following areas could have a material adverse effect on the Company’s future consolidated financial position or consolidated results of operations or cash flows: new product development, including market receptivity; litigation or claims against the Company based on intellectual property, patent, product regulation or other factors; competition from other products; general economic conditions; the ability to attract and retain qualified employees; and, ultimately, to sustain profitable operations. Use of Estimates: These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include the valuation of goodwill and intangible assets, deferred tax assets, equity-based transactions and liquidity assessment. Actual results may differ from these estimates. Cash and Cash Equivalents Highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents. The Company maintains its cash in mutual funds and deposit and money market accounts with high quality financial institutions which, at times, may exceed federally insured limits. As of June 30, 2024 and December 31, 2023, the Company had $1.9 million and $2.1 million, respectively, in cash equivalents invested in mutual funds. The Company has not experienced any losses on these deposits and believes it is not exposed to significant credit risk on cash. Revenue The Company recognizes revenue in accordance with ASC 606 – Revenue from Contracts with Customers 1. Identify the contract 2. Identify the performance obligations 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations 5. Recognize revenue when performance obligations are satisfied The revenue the Company has recognized in the six months ended June 30, 2024 and 2023 were primarily derived from contracts to perform professional services. Revenue from time and materials-based contracts is recognized as the direct hours worked during the period times the contractual hourly rate, plus direct materials and other direct costs as appropriate, plus negotiated materials handling burdens, if any. Revenue from units-based contracts is recognized as the number of units delivered or performed during the period times the contractual unit price. Revenue from fixed price contracts is recognized as work is performed with estimated profits recorded on a percentage of completion basis. The Company has no cost-plus type contracts at this time. The Company includes depreciation and amortization expenses in manufacturing overhead, which is a component of cost of revenue. However, at the present time manufacturing overhead, including depreciation and amortization expense related to production equipment, is not material and the primary components of cost of revenue are direct labor and direct materials, with a small amount of shipping expenses. Accounts Receivable Accounts receivable consists of amounts due from customers for work performed on contracts. The Company records accounts receivable at their net realizable value. Periodically the Company evaluates its accounts receivable to establish a provision for credit losses, when deemed necessary, based on the history of past write-offs, collections and current credit conditions. The customer accounts receivable as of June 30, 2024 and December 31, 2023 are considered fully collectible and thus management has not recorded a provision for credit losses. Provision for Credit Losses The Company estimates losses on loans and other financial instruments in accordance with Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 introduces the current expected credit losses (“CECL”) methodology for estimating allowances for credit losses. The CECL framework requires the Company to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supporting forecasts. Under CECL, the allowance for credit losses is measured as the difference between the financial asset’s cost basis and the net amount expected to be collected on the financial asset. CECL allows us to use information about past events including historical loan loss experience, current conditions, and reasonable and supportable forecasts to assess the collectability of the financial assets. The receivables for financial assets as of June 30, 2024 and December 31, 2023 are not considered fully collectible and thus management has recorded a provision for credit losses. See Note 9, Loan Receivable Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined on a standard cost basis which approximates actual cost on a first in-first out method. Lower of cost or net realizable value is evaluated by considering obsolescence, excessive levels of inventory, deterioration and other factors. Adjustments to reduce the cost of inventory to its net realizable value, if required, are made for estimated excess, obsolescence or impaired inventory and are charged to cost of revenue. Once the cost of the inventory is reduced, a new lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Factors influencing these adjustments include changes in demand, product life cycle and development plans, component cost trends, product pricing, physical deterioration and quality issues. Revisions to these adjustments would be required if these factors differ from our estimates. Operating Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets are included in right-of-use assets, net on the consolidated balance sheets. The current and long-term components of operating lease liabilities are included in the current operating lease liabilities and noncurrent operating lease liabilities, respectively, on the consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, and the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Certain leases may include options to extend or terminate the lease. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. All of our operating leases are comprised of office space leases, and as of June 30, 2024 and December 31, 2023, we had no finance leases. Business Combinations and Valuation of Goodwill We account for business combinations under the acquisition method of accounting. This method requires the recording of acquired assets and assumed liabilities at their acquisition date fair values. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to business combinations are included prospectively beginning with the date of acquisition and transaction costs related to business combinations are recorded withing general and administrative expenses. The Company reviews goodwill for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value may not be recoverable. The Company performs an annual impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax-deductible goodwill carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The Company has determined that it has a single reporting unit for purposes of performing its goodwill impairment test. As the Company uses the market approach to assess impairment, its common stock price is an important component of the fair value calculation. If the Company’s stock price continues to experience significant price and volume fluctuations, this will impact the fair value of the reporting unit and can lead to potential impairment in future periods. The Company performs its annual impairment test during the fourth quarter of each fiscal year. As of June 30, 2024 and 2023, we had not identified any factors that indicated there was an impairment of our goodwill and determined that no additional impairment analysis was then required. Property and Equipment Property and equipment are stated at cost or contributed value. Depreciation of furniture, software and equipment is calculated using the straight-line method over their estimated useful lives, and leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term. The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment. Maintenance and repairs are charged against expense as incurred. Impairment of Long-Lived Assets The Company has long-lived assets such as tangible property and equipment, identified intangible assets consisting of acquired patents and core technology. When events or changes in circumstances occur that could indicate the carrying value of long-lived assets may not be recoverable, the Company assesses recoverability by determining whether the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. If the undiscounted cash flow is less, an impairment charge is recognized for the excess of the carrying amounts of these assets over the fair values. Fair values are determined by discounted future cash flows, appraisals or other methods. During the three and six months ended June 30, 2024 and 2023, the Company did not record any impairment from long-lived assets. Fair Value of Financial Instruments The carrying amount of certain financial instruments held by the Company, such as cash equivalents, accounts receivable, contract assets and liabilities, accounts payable, and accrued and other current liabilities, approximate fair value due to their short maturities. The carrying amount of the liabilities for the convertible preferred stock warrants represent their fair value. The carrying amounts of the Company’s borrowings and lease liabilities approximate fair value due to the market interest rates that these obligations bear and interest rates currently available to the Company. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 Unobservable inputs that are supported by little or no market activity for the related assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. As of June 30, 2024 and December 31, 2023, the Company had $1.9 million and $793 thousand, respectively, in Level 1 assets, comprised of U.S. Government mutual funds, and no carrying value for Level 3 liabilities, comprised of warrant liabilities. See Note 11, Capital Stock – Warrants Research and Development Cost s Research and development costs include costs directly attributable to the conduct of research and development programs, including the cost of services provided by outside contractors, acquiring work-in-progress intellectual property, development, and mandatory compliance fees and contractual obligations. All costs associated with research and development are expensed as incurred. Software Development Cost s Software development costs incurred subsequent to the establishment of technological feasibility for software intended to be sold, licensed or otherwise marketed to customers will be capitalized, but development costs not meeting the criteria for capitalization are expensed as incurred. With respect to internal use software, the Company will capitalize such development costs incurred during the application development stage, but development costs incurred prior to that stage will be expensed as incurred. No amortization expense will be recorded until the software is ready for its intended use. To date the Company has not incurred any material capitalizable software development costs. Stock-based Compensation Stock-based compensation expense for expected-to-vest awards is valued under the single-option approach and amortized on a straight-line basis, accounting for actual pre-vesting forfeitures as they occur. We utilize the Black-Scholes pricing model in order to determine the fair value of stock-based option awards. The Black-Scholes pricing model requires various highly subjective assumptions including volatility, expected option life, and risk-free interest rate. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in the future. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets where, based upon the available evidence, management concludes that it is more-likely-than-not that the deferred tax assets will not be realized. Realization of deferred tax assets is also dependent upon future earnings, if any, the timing and amount of which are uncertain. The Company records a liability for the uncertain tax positions taken or expected to be taken on the Company’s tax return when it is more-likely-than-not that the tax position might be challenged despite the Company’s belief that the tax return positions are fully supportable, and additional taxes will be due as a result. To the extent that the assessment of such tax positions changes, for example, based on the outcome of a tax audit, the change in estimate is recorded in the period in which the determination is made. The provision for income taxes includes the impact of provisions for uncertain tax positions. Loss Per Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the “If-Converted” method), unless the effect of such issuances would have been anti-dilutive. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. The Company has evaluated the recently implemented accounting standards and concluded that none currently apply to the Company.

Net Loss per Common Share

Net Loss per Common Share	6 Months Ended
Net Loss per Common Share	Jun. 30, 2024
Net Loss per Common Share [Abstract]
Net Loss per Common Share	Note 3. Net Loss per Common Share The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net loss $ (5,194 ) $ (7,417 ) $ (11,630 ) $ (13,554 ) Less: Series A convertible preferred stock dividends - (215 ) - (431 ) Net loss available to common stockholders – basic and diluted $ (5,194 ) $ (7,632 ) $ (11,630 ) $ (13,985 ) Denominator: Weighted average shares used in computing net loss per common share – basic and diluted 93,550 62,667 87,185 60,832 Net loss per common share – basic and diluted $ (0.06 ) $ (0.12 ) $ (0.13 ) $ (0.23 ) Net loss per share is based on the weighted average number of the Company’s common shares and common share equivalents outstanding during the period. In periods with a reported net loss, the effect of anti-dilutive stock options, unvested restricted common stock and warrants are excluded and diluted loss per share is equal to basic loss per share. Due to a net loss in the three and six months ended June 30, 2024 and 2023, there were therefore no dilutive securities and hence basic and diluted loss per share were the same. The following is a summary of the weighted average common stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Warrants 2,513 6,078 2,703 6,130 Options 12,799 11,551 13,070 10,518 Unvested restricted common stock 4,546 506 2,998 254 Total potentially dilutive shares 19,858 18,135 18,771 16,902 As all potentially dilutive securities are anti-dilutive as of June 30, 2024 and 2023, diluted net loss per share is the same as basic net loss per share for each period.

Income Taxes

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2024
Income Taxes [Abstract]
Income Taxes	Note 4. Income Taxes Income tax expense attributable to pretax loss from continuing operations differed from the amounts computed by applying the U.S. federal income tax rate of 21% to pretax loss from continuing operations as a result of both temporary and permanent differences in the U.S. GAAP vs tax treatment of certain types of expenses, including stock-based compensation, depreciation and amortization, research and development and meals and entertainment. Additionally, the Company's policy is to account for interest and penalties as income tax expense. As of June 30, 2024 and December 31, 2023, the Company had no interest related to unrecognized tax benefits, and no amounts for penalties related to unrecognized tax benefits were recognized in the provision for income taxes. We do not anticipate any significant change within twelve months of this reporting date. As of June 30, 2024, in addition to the $14.9 million in tax-effected NOL carryforwards, at an assumed tax rate of 26%, the significant components of the Company’s net deferred tax assets included stock-based compensation of $11.5 million, capitalized research and development expenditures of approximately $2.1 million and an intangible asset basis difference of approximately $900 thousand. The Company believes that it is more likely than not that the benefit from the net deferred tax assets will not be realized. Accordingly, it has provided a full valuation allowance on any potential deferred tax assets. The valuation allowance increased by approximately $2.3 million for the period ended June 30, 2024 as compared to the year ended December 31, 2023. The provision for income taxes is not material in the years presented due to there being no taxable income. The Company has federal R&D credit carryforwards of approximately $250,000 for the period ended June 30, 2024, which will be applied against payroll taxes, not against income taxes. The Company has no state R&D credit carryforwards. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions, with varying statutes of limitations. The tax years from inception through 2024 remain open to examination due to the carryover of unused net operating losses that are being carried forward for tax purposes.

Intangible Assets and Goodwill

Intangible Assets and Goodwill	6 Months Ended
Intangible Assets and Goodwill	Jun. 30, 2024
Intangible Assets and Goodwill [Abstract]
Intangible Assets and Goodwill	Note 5. Intangible Assets and Goodwill As a result of the merger with QPhoton in June 2022 (the “QPhoton Merger”), the Company has the following amounts related to intangible assets (in thousands): June 30, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Non-compete agreement with founder $ 3,251 $ (2,258 ) $ 993 $ 3,251 $ (1,715 ) $ 1,536 Website domain name and trademark 1,009 (420 ) 589 1,009 (320 ) 689 Technology and licensed patents 12,731 (3,789 ) 8,942 12,731 (2,880 ) 9,851 Total $ 16,991 $ (6,467 ) $ 10,524 $ 16,991 $ (4,915 ) $ 12,076 The amortization expense of the Company’s intangible assets for the three and six months ended June 30, 2024 and 2023 was approximately $800 thousand and $1.6 million, respectively. The Company expects future amortization expense to be the following (in thousands): Amortization 2024 (remaining six months) $ 1,552 2025 2,472 2026 2,021 2027 1,903 2028 1,819 Thereafter 757 Total $ 10,524 The Company recorded goodwill resulting from the QPhoton Merger, calculated as the difference between the total purchase price and the value of tangible and intangible assets acquired less the liabilities assumed. The Company recorded goodwill of $55.6 million resulting from the QPhoton Merger. The Company tested the intangible assets and goodwill for impairment as of June 30, 2024 and concluded there was no impairment of intangible assets or goodwill at that time.

Property and Equipment

Property and Equipment	6 Months Ended
Property and Equipment	Jun. 30, 2024
Property and Equipment [Abstract]
Property and Equipment	Note 6. Property and Equipment The Company’s property and equipment are primarily located at the Company’s leased facilities in Hoboken, NJ and Tempe, AZ and consist of (in thousands): June 30, December 31, Computer and lab equipment $ 5,443 $ 2,999 Network equipment 29 29 Furniture and fixtures 32 32 Software 69 49 Leasehold improvements 225 33 Total cost of property and equipment 5,798 3,142 Accumulated depreciation (411 ) (272 ) Property and equipment, net $ 5,387 $ 2,870 The Company recorded depreciation expense of $71 thousand and $60 thousand during the three months ended June 30, 2024 and 2023, respectively, and $139 thousand and $203 thousand during the six months ended June 30, 2024 and 2023, using useful lives of the Company’s long-lived assets as follows: Estimated Computer and laboratory equipment 5 Network equipment 4 Furniture and fixtures 7 Software 3 Leasehold improvements Lessor of lease term or 5 Maintenance and repairs are charged to operations when incurred. When property and equipment are sold or otherwise disposed, the asset account and related accumulated depreciation and amortization accounts are relieved, and any gain or loss is included in other income or expense.

Operating Leases

Operating Leases	6 Months Ended
Operating Leases	Jun. 30, 2024
Operating Leases [Abstract]
Operating Leases	Note 7. Operating Leases As of June 30, 2024, the Company has use of space in three different locations, Hoboken, NJ, Tempe, AZ, and Arlington, VA, under lease or membership agreements, which expire at various dates through October 31, 2028. The Company’s leases do not provide an implicit rate, and the rates implicit in our leases are not readily determinable. Therefore, the Company uses its incremental borrowing rate as the discount rate when measuring operating lease assets and liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company’s leases all contain options to extend or renew the lease or membership term. The table below reconciles the undiscounted future minimum lease payments under these operating leases to the total operating lease liabilities recognized on the consolidated balance sheet as of June 30, 2024 (in thousands): Year Lease Payments 2024 (remaining six months) $ 188 2025 341 2026 350 2027 267 Total minimum payments 1,146 Less: imputed interest (183 ) Present value of operating lease liabilities 963 Less: current portion included in other current liabilities (255 ) Long-term operating lease liabilities $ 708 Other information related to operating lease liabilities consists of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Cash paid for operating lease liabilities (in thousands) $ 91 $ 124 $ 156 $ 218 Weighted average remaining lease term in years 3.3 4.2 3.3 4.2 Weighted average discount rate 10 % 10 % 10 % 10 %

Financial Liabilities

Financial Liabilities	6 Months Ended
Financial Liabilities	Jun. 30, 2024
Financial Liabilities [Abstract]
Financial Liabilities	Note 8. Financial Liabilities The Company did not have any outstanding promissory notes payable as of June 30, 2024. The following table presents financial liabilities as of December 31 ,2023 (in thousands): December 31, Remaining loan balances $ 2,063 Remaining unamortized debt issuance costs (138 ) Financial liabilities, net of issuance costs $ 1,925 Additionally, the Company has no accrued interest and $14 thousand as of June 30, 2024 and December 31, 2023, respectively, which was included in other current liabilities. Unsecured Promissory Note On September 23, 2022, the Company entered into a note purchase agreement (the “Unsecured NPA”) with Streeterville Capital, LLC (“Streeterville”), pursuant to which Streeterville purchased an unsecured promissory note (the “Note” or the “Streeterville Unsecured Note”) in the initial principal amount of $8.25 million (the “Streeterville Unsecured Note Principal Amount”). The Note bore interest at 10% per annum, had a maturity date of 18 months from the date of its issuance and carried an original issue discount of $750 thousand, which is included in the principal balance of the Note. Beginning on the date that is six months after the issuance date of the Note, Streeterville had the right to redeem up to $750 thousand of the outstanding balance of the Note per month (“Redemption Amount”) by providing written notice to the Company (“Redemption Notice”). Upon receipt of any Redemption Notice, the Company paid the applicable Redemption Amount in cash to Streeterville within three trading days of the Company’s receipt of such Redemption Notice. As of June 30, 2024, Streeterville has redeemed the full Streeterville Unsecured Note Principal Amount. There was an outstanding balance of $1.9 million as of December 31, 2023. As of June 30, 2024, there was no For a full discussion of the terms and conditions of the Note, see the Company’s Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2023.

Loan Receivable

Loan Receivable	6 Months Ended
Loan Receivable	Jun. 30, 2024
Loan Receivable [Abstract]
Loan Receivable	Note 9. Loan Receivable On May 16, 2023, the Company entered into a Summary of Proposed Terms (the “Letter of Intent”) with millionways, Inc. (“millionways”) to provide bridge loans to millionways and enter into due diligence to acquire up to 100% of the AI firm. On June 6, 2023, the Company entered into a Note Purchase Agreement (the “MW Agreement”) with millionways, pursuant to which the Company agreed to purchase from millionways up to three unsecured promissory notes (each, a “MW Note”), in an aggregate principal amount of up to $2.0 million, subject to the terms and conditions of the MW Agreement. Also on June 6, 2023, pursuant to the terms of the MW Agreement, the Company purchased the MW Notes from millionways and loaned an aggregate principal amount of $500 thousand to millionways. The MW Agreement contains customary representations and warranties by millionways and the Company, as well as a “most favored nations” provision for the benefit of the Company. The MW Notes issued under the MW Agreement, including the MW Notes issued on June 6, 2023, provide that the indebtedness evidenced by the applicable MW Note bears simple interest at the rate of 10% per annum (or 15% per annum during the occurrence of an event of default, as defined in the MW Notes), and becomes due and payable in full on the earlier of (i) May 16, 2024, (ii) a change of control (as defined in the MW Notes) of millionways, (iii) dollar-for-dollar prepayment for additional capital received through any vehicle from a third party or (iv) an event of default. The Company reserved $295 thousand of the outstanding $590 thousand receivable as uncollectible based on credit risk in the unaudited condensed consolidated financial statements as of June 30, 2024, and $279 thousand of the outstanding $558 thousand receivable as of December 31, 2023.

Contingencies

Contingencies	6 Months Ended
Contingencies	Jun. 30, 2024
Contingencies [Abstract]
Contingencies	Note 10. Contingencies Indemnification Arrangements We enter into standard indemnification arrangements in our ordinary course of business. Pursuant to these arrangements, we indemnify, hold harmless, and agree to reimburse the indemnified parties for losses suffered or incurred by the indemnified parties (generally our business partners or customers) in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third-party with respect to our products. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments we could be required to make under these agreements is not determinable. We have never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the estimated fair value of these agreements is minimal. We have entered into indemnification agreements with our directors and officers that may require us to indemnify our directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of a culpable nature. These agreements also require us to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified and to make good faith determination whether or not it is practicable for us to obtain directors and officers insurance. We currently have directors and officers liability insurance. Legal Proceedings From time to time, we may be involved in legal proceedings arising in the ordinary course of business. In general, management believes that ordinary course of business matters will not have a material adverse effect on our consolidated financial position or results of operations and are adequately covered by our liability insurance. However, it is possible that consolidated cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one of more of these contingencies or because of the diversion of management’s attention and the incurrence of significant expenses. See Part II, Item 1, Legal Proceedings, in this Form 10-Q for additional details on the status of motions on the following proceedings. BV Advisory v. QCi Breach Lawsuit As part of our business combination with QPhoton in June 2022, we acquired a payable to BV Advisory based on a Note Purchase Agreement that QPhoton had entered into with BV Advisory on March 1, 2021. The Company has recorded an estimated payable (the “BV Advisory Payable”), recognized as other current liabilities on the unaudited condensed consolidated financial statements, based on best available information in the amount of $536 thousand as of June 30, 2024 and December 31, 2023. On August 16, 2022, BV Advisory filed a complaint in the Court of Chancery of the State of Delaware (the “DE Chancery Court”) naming the Company and certain of its directors and officers (among others) as defendants seeking, among other relief, monetary damages. The Company believes that BV Advisory’s claims have no merit and intends to defend itself vigorously. BV Advisory’s claims are not covered by the Company’s liability insurance, nor does the Company believe it is necessary to accrue an amount in addition to the BV Advisory Payable at this time. BV Advisory v. QCi Appraisal Action BV Advisory Partners, LLC (“BV Advisory”) was purportedly a shareholder of QPhoton, Inc., the predecessor in interest to QPhoton, LLC, a wholly owned subsidiary of the Company (both referred to as “QPhoton” in this Legal Proceedings discussion). BV Advisory, rejected the Merger Consideration and on October 13, 2022, commenced litigation by filing a petition in the DE Chancery Court seeking appraisal rights on the shares of QPhoton it allegedly owned (which shares represented 10% of the shares of QPhoton outstanding immediately prior to the Company’s acquisition of QPhoton). The Company included BV Advisory’s purported ownership of QPhoton in the purchase price accounting for the QPhoton Merger. The Company’s total purchase price of QPhoton was approximately $71.0 million, or $69.9 million net of cash acquired, consisting of Company common stock, Series B Preferred Stock and QPhoton Warrants. While the total shares of the Company’s common stock on an as-converted basis offered in the QPhoton Merger was 36,600,823 (the “Merger Consideration”), the fair market valuation contemplated 31,299,417 of the shares, which assumed full conversion of the 2,377,028 shares of Series B Preferred Stock to common stock at the 10:1 ratio, and that only 1,726,931 of the warrants to purchase up to 7,028,337 shares of the Company’s common stock (the “QPhoton Warrants”) would eventually be exercised (specifically only the QPhoton Warrants for which the associated Company options and/or warrants had an exercise price at or below $2.27 at the time of the Transaction). Accordingly, as of June 30, 2024 and 2023, the Company has neither issued 2,957,251 shares of the Company’s common stock on an as converted basis (the “Unissued QPhoton Shares”) nor 702,834 warrants to purchase shares of the Company’s common stock (the “Unissued QPhoton Warrants”) that were included in the Merger Consideration. The Unissued QPhoton Shares are included in the statement of stockholder’s equity as additional paid in capital as of as of June 30, 2024 and 2023, and the Unissued QPhoton Warrants have no carrying value as a liability on the Company’s consolidated balance sheet as of June 30, 2024.

Capital Stock

Capital Stock	6 Months Ended
Capital Stock	Jun. 30, 2024
Capital Stock [Abstract]
Capital Stock	Note 11. Capital Stock Series A Convertible Preferred Offering From November 10, 2021 through November 17, 2021, the Company conducted a private placement offering (the “Private Placement”) pursuant to securities purchase agreements with 7 accredited investors (the “Series A Investors”), whereby the Series A Investors purchased from the Company an aggregate of 1,545,459 shares of the Company’s newly created Series A Convertible Preferred stock, par value $0.0001 per share (the “Series A Preferred Stock”) and warrants to purchase 1,545,459 shares of the Company’s common stock (the “Preferred Warrants”) for an aggregate purchase price of $8.5 million. The Private Placement was completed and closed to further investment on November 17, 2021. The Series A Preferred Stock ranks senior to common stock with respect to the payment of dividends and liquidation rights. Each holder of Series A Preferred Stock is entitled to receive, with respect to each share of Series A Preferred Stock then outstanding and held by such holder, dividends at the rate of ten percent (10%) per annum (the “Preferred Dividends.”) The Company is obligated to pay the Preferred Dividends quarterly, in arrears, within fifteen (15) days of the end of each quarter. The Company has the option to pay the Preferred Dividends in cash or in common stock, at a price per share of common stock equal to the average of the closing sale price of the common stock for the five (5) trading days preceding the applicable dividend payment date. The Preferred Dividends are accrued monthly, but not compounded, and are recorded as interest expense, because the Preferred Dividends are mandatory and not declared at the discretion of the Board of Directors. The number of shares of the Company’s common stock issuable upon conversion of any share of Series A Preferred Stock shall be determined by dividing (x) the Conversion Amount of such share of Series A Preferred Stock by (y) the Conversion Price. “Conversion Amount” means, with respect to each share of Series A Preferred Stock, as of the applicable date of determination, the sum of (1) the stated value thereof plus (2) any accrued dividends. “Conversion Price” means, with respect to each share of Series A Preferred Stock, as of any optional conversion date, Mandatory Conversion Date or other date of determination, $5.50, subject to adjustment for stock splits, dividends, recapitalizations and similar corporate events. The Preferred Warrants were two In connection with the Purchase Agreement, the Company and the Series A Investors entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to file a registration statement to register the shares of the Company’s common stock underlying the Series A Preferred Stock and warrants within 180 days. Pursuant to the Registration Rights Agreement, the Series A Investors received certain rights, including but not limited to piggyback registration rights, providing that the holder be given notice of any proposed registration of securities by the Company, and requiring that the Company register all or any portion of the registrable securities that the holders request to be registered, in each case, subject to the terms and conditions of the Registration Rights Agreement. On April 27, 2022 the Company filed a Resale Form S-3 as required by the Registration Rights Agreement. The Resale Form S-3 went effective on June 2, 2022. On June 13, 2022, one of the Series A Investors, Falcon Capital Partners, converted 45,455 shares of Series A Convertible Preferred stock into 47,728 shares of the Company’s common stock. On February 9, 2023, one of the Series A Investors, Greenfield Children, LLC, converted 10,000 shares of Series A Convertible Preferred stock plus accrued dividends into 11,096 shares of the Company’s common stock. On March 19, 2024, the Company entered into a Redemption and Waiver Agreement (the “Redemption Agreement”) with the current holders (the “Series A Holders”) of its Series A Preferred Stock. Accordingly, $8.125 million of additional paid in capital was reclassified from shareholders’ equity to mezzanine equity (the “Mezzanine Equity”) on the Company’s condensed consolidated balance sheet as of June 30, 2024, in accordance with Accounting Series Release No. 268, Presentation in Financial Statements of “Redeemable Preferred Stocks” months ended June 30, 2024, the Company redeemed 165,566 and 248,349 shares of Series A Preferred Stock, respectively, for approximately $911 thousand and $1.4 million, in cash paid to the Series A Holders, respectively. As of June 30, 2024 and December 31, 2023, there were 1,241,655 and 1,490,004 shares of Series A Preferred Stock, respectively, issued and outstanding. Authorized Classes of Stock As of June 30, 2024, the Board has authorized two classes of preferred stock. The Board has authorized 1,550,000 shares of preferred stock as the Series A Preferred stock, par value $0.0001 per share, of which 1,241,655 and 1,409,004 shares are issued and outstanding at June 30, 2024 and December 31, 2023, respectively. The Board has also authorized 3,079,864 shares of preferred stock as the Series B Preferred Stock, par value $0.0001 per share, none At-the-Market-Facility For the period ended June 30, 2024, the Company sold 16,604,770 shares of the Company’s common stock through its At-The-Market (“ATM”) facility, managed by Ascendiant Capital Markets, LLC, at an average price of $0.88. The Company received net proceeds of $14.6 million. For the three months ended June 30, 2023, the Company sold 5,889,097 shares at an average price of $1.38 and received net proceeds of $7.9 million. Warrants The table below summarizes the warrants outstanding at June 30, 2024 (in thousands, except exercise price data): Issuance Date Expiration Date Exercise Price Issued Exercised Forfeited / Warrants August 18, 2020 August 18, 2025 $ 2.00 171 (150 ) - 21 November 15, 2021 November 15, 2023 $ 7.00 1,545 (1,545 ) - June 16, 2022 May 9, 2027 $ 0.0001 6,325 - (3,309 ) 3,016 In connection with a restricted stock units offering in June 2020, the Company issued warrants in August 2020 to purchase 171,000 shares of the Company’s common stock, at an exercise price of $2.00. Those warrants are exercisable for five years from the date of issuance. In connection with the offering of Series A Preferred Stock in November 2021, the Company issued warrants to purchase 1,545,459 shares of the Company’s common stock at an exercise price of $7.00. Those warrants were exercisable for two years from the date of issuance and have now expired. In connection with the QPhoton Merger on June 16, 2022, the Company issued 6.3 million warrants to purchase shares of the Company’s common stock at an exercise price of $0.0001. Those warrants are exercisable when and if stock options and warrants issued by the Company and outstanding as of June 15, 2022 (the “Underlying Options”) are exercised. As of June 30, 2024, none of the QPhoton Warrants linked to the outstanding Underlying Options are expected to be exercised as the exercise prices of the Underlying Options are above the closing stock price as of June 30, 2024. The 6.3 million issued warrants represent a portion of the 7.0 million warrants included in the Merger Consideration, having been received by two QPhoton shareholders. A third alleged shareholder rejected the Merger Consideration and commenced litigation in DE Chancery Court (see Part II, Item 1, Legal Proceedings Accordingly, as of June 30, 2024 and 2023, we had only issued 6.3 million of the QPhoton Warrants, of which approximately 56% have been forfeited as of June 30, 2024, because the corresponding Underlying Options had expired or forfeited. Further, as discussed in Note 2, Significant Accounting Policies – Fair Value of Financial Instruments during the three and six months ended June 30, 2023, respectively, with an ending balance of $158 thousand as of June 30, 2023. As of June 30, 2024 and December 31, 2023, the QPhoton Warrants have no carrying value as a liability on the Company’s consolidated balance sheet and there was no mark-to-market adjustment recognized during the six months ended June 30, 2024.

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
Stock-Based Compensation	Jun. 30, 2024
Stock-Based Compensation [Abstract]
Stock-based Compensation	Note 12. Stock-based Compensation Incentive Plans The Company’s 2019 Equity and Incentive Plan, as amended in 2021 (the “2019 Plan”) enabled the Company to grant incentive stock options or nonqualified stock options and other equity awards to employees, directors and consultants of the Company up to a total of 3 million shares of the Company’s common stock. All 3 million shares available for issue under the 2019 Plan have been issued. On July 5, 2022, the Board of Directors adopted the Company’s 2022 Equity and Incentive Plan (the “2022 Plan”) which provides for the issuance of up to 16 million shares of the Company’s common stock. The 2022 Plan was approved by a majority of the shareholders in September 2022. Per the 2022 Plan, the 2022 Plan reserves increased automatically by 1 million shares on January 1, 2023 and January 1, 2024, providing for a total issuance of up to 18 million shares of the Company’s common stock. As of June 30, 2024, a total of 12,249,447 shares and options were issued and outstanding under the 2022 Plan. Options The following table summarizes the Company’s option activity for the six months ended June 30, 2024: Number Weighted Weighted Balance as of January 1, 2024 13,843,499 $ 2.64 3.7 Granted 70,219 1.00 5.0 Exercised - - - Forfeited (1,664,271 ) 4.19 - Balance as of June 30, 2024 12,249,447 $ 2.42 3.3 Vested and exercisable as of June 30, 2024 7,956,714 $ 2.93 3.0 The following table presents the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted during the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Exercise price $ 1.00 – 1.00 $ 1.35 – 1.35 $ 1.00 – 1.00 $ 1.35 – 1.84 Risk-free interest rate 5.2 – 5.2 % 4.8 – 4.8 % 5.2 – 5.2 % 4.7 – 4.8 % Expected volatility 93.2 – 93.2 % 134.5 – 134.5 % 93.2 – 93.2 % 122.2 – 136.9 % Expected dividend yield 0 % 0 % 0 % 0 % Expected life of options (in years) 5.0 5.0 5.0 5.0 The following table summarizes the exercise price range as of June 30, 2024 (in thousands, except exercise price data): Exercise Price Outstanding Options Exercisable Options $ 0.00 – 1.00 105 10 $ 1.00 – 2.00 5,194 1,602 $ 2.00 – 3.00 5,879 5,274 $ 3.00 – 6.00 38 38 $ 6.00 – 8.00 683 683 $ 8.00 – 12.00 350 350 12,249 7,957 The weighted average grant-date fair value of stock options granted during the six months ended June 30, 2024 and 2023 was $1.00 and $1.42 per share, respectively. As of June 30, 2024, total unrecognized compensation cost related to common stock options was $4 million, which is expected to be recognized over a period of 3.5 years. Stock-based Compensation The Company recognized stock-based compensation expense related to common stock options and restricted shares of common stock in the following expense categories of its consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Research and development $ 505 $ 588 $ 1,199 $ 950 Selling and marketing 43 (244 ) 111 (436 ) General and administrative 143 1,082 607 1,604 Total stock-based compensation $ 691 $ 1,426 $ 1,917 $ 2,118 For the six months ended June 30, 2024 and 2023, stock-based compensation on the statements of stockholders’ equity was lower by $31 thousand and lower by $198 thousand, respectively, as compared to the statements of cash flows for timing differences between award dates and the realization of stock-based compensation expense. The net expense of $1.9 million for the six months ended June 30, 2024 is primarily attributable to vesting expense recognition, offset by insignificant pre-vesting forfeitures of common stock options for separated employees. In terms of new issuances, the Company issued 218 thousand shares of common stock to former executives in the six months ended June 30, 2024 per their respective employment and separation agreements (the “Separation Agreement Shares”). . In conjunction with the Separation Agreement Shares, the Company recognized $197 thousand of stock-based compensation expense during the six months ended June 30, 2024, and does not expect future expense related to these offerings as they are fully vested. During the six months ended June 30, 2024, the Company issued 854 thousand shares of common stock to thirty-five (35) employees as payment in lieu of cash for 2022 performance incentives (the “2022 Incentive Awards”). The 2022 Incentive Awards are restricted and primarily vest as follows: one half vested on December 31, 2023 and one half will vest on December 31, 2024. As of June 30, 2024 the Company canceled 23,900 of the issued shares that were forfeited by employees no longer with the Company Stock-based Compensation for Services The Company recognized stock-based compensation expense for services in lieu of cash payments to certain consultants, including expenses for both shares issued and stock option awards granted, in the following expense categories of its consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Selling and marketing $ - $ - $ - $ (68 ) General and administrative (40 ) 128 19 349 Total stock-based compensation $ (40 ) $ 128 $ 19 $ 281 The difference in stock-based compensation for services on the statements of stockholders’ equity as compared to the statements of cash flows for the years ended June 30, 2024 and 2023 of $113 thousand and $2.0 million, was driven by timing differences between award dates and the realization of stock-based compensation expense. In terms of new issuances, the Company issued 142 thousand and 1.5 million shares of common stock for services in the six months ended June 30, 2024 and 2023, respectively.

Related Party Transactions

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 13. Related Party Transactions There were no related party transactions during the six months ended June 30, 2024 and 2023.

License Agreement _ Stevens Ins

License Agreement – Stevens Institute of Technology	6 Months Ended
License Agreement – Stevens Institute of Technology	Jun. 30, 2024
License Agreement – Stevens Institute of Technology [Abstract]
License Agreement – Stevens Institute of Technology	Note 14. License Agreement – Stevens Institute of Technology Effective December 17, 2020, QPhoton signed a License Agreement with the Stevens Institute (the “Stevens License Agreement”). The Stevens License Agreement enables the Company to commercially use technology such as licensed patents, licensed patent applications and licensed “Know-How” and is also able to issue sublicenses for the technology under the agreement. The agreement is effective until the later of: (i) the 30-year anniversary of the effective date, or (ii) the expiration of the licensed patent or licensed patent application that is last to expire. As part of the merger of the Company and QPhoton, the Stevens License Agreement was assigned to the Company. During the term of the Stevens License Agreement and prior to any commercialization or sublicensing of the technology by the Company, the Company is required to submit annual reports to the Stevens Institute reporting on all research, development, and efforts toward commercialization and/or sublicensing made during the year. Once any commercialization and/or sublicensing has been initiated, the Company will deliver quarterly reports to the Stevens Institute reporting on the revenue received by the Company, all sublicenses derived from the sale of licensed products, and the net sales price associated with each transaction. The Company will be responsible for reimbursing Stevens for any costs associated with the prosecution and maintenance of the licensed patents and licensed patent applications moving forward. Consideration for the Agreement As consideration for the license and other rights granted under the agreement, QPhoton agreed to pay the following: (i) $35 thousand within 30 days of execution of the agreement, (ii) $28 thousand within 30 days of each annual anniversary of the effective date, (iii) equity in the Company equivalent to nine percent of the outstanding equity of the Company within 30 days of the execution of the agreement, and (iv) royalties of 3.5% of the net sales price of each licensed product sold or licensed by the company during the quarter then-ended, for which it also received payment, concurrent with the delivery of the relevant quarterly report. As of June 30, 2024 the Company has begun to commercialize some of the licensed technology, though has not recognized any related revenue and hence has not incurred any royalty expenses payable to the Stevens Institute.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	6 Months Ended
Restatement of Previously Issued Financial Statements	Jun. 30, 2024
Restatement of Previously Issued Financial Statements [Abstract]
Restatement of Previously Issued Financial Statements	Note 15. Restatement of Previously Issued Financial Statements Subsequent to the issuance of our Annual Report on Form 10-K for the year ended December 31, 2023, and our subsequent retention of BPM LLP to replace BF Borgers CPA PC as our independent registered public accounting firm, management became aware of various adjustments to be recorded to our consolidated financial statements. Accordingly, on September 11, 2024, we filed Amendment 1 to our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Amendment”), amending our consolidated balance sheets as of December 31, 2023 and 2022, and amending our consolidated statements of operations, our consolidated statements of stockholders’ equity, and our consolidated statements of cash flows for the years ended December 31, 2023 and 2022, primarily with regard to the purchase accounting of the QPhoton Merger, stock-based compensation accounting, financing costs, and other matters. The restated consolidated financial statements in the 2023 Amendment also reflect the correction of certain previously-identified errors and out-of-period adjustments that were deemed immaterial to the annual or interim period in which they were recorded and have been restated in the 2023 Amendment to properly reflect the corrections in the appropriate periods. In this Quarterly Report on Form 10-Q for the six months ended June 30, 2024, we amended our consolidated statements of operations, our consolidated statements of stockholders’ equity, and our consolidated statements of cash flows for the six months ended June 30, 2023 (the “Previously Issued Financial Statements”). The Previously Issued Financial Statements restate and revise items in line with the disclosures and reclassifications discussed in the 2023 Amendment. The aggregate impact of these errors on our condensed consolidated statements of operations for the three and six months ended June 30, 2023, is an increase in net loss of $3.3 million and an increase in net loss of approximately $400 thousand, respectively. The estimated aggregate impact of these errors on the Company’s condensed consolidated balance sheet for the six months ended June 30, 2023, is (i) decreased intangible and goodwill assets of $8.7 million; (ii) materially unchanged and decreased liabilities of approximately $1.5 million; and (iii) decreased stockholder’s equity of approximately $7.2 million.

Subsequent Events

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 16. Subsequent Events In July and August 2024, the Company redeemed 248,349 shares of Series A Convertible Preferred in three payments of $455 thousand each for a cumulative redemption amount of $1.4 million. As of October 1, 2024, the Company has redeemed 496,698 shares of Series A Preferred Stock for a cumulative redemption amount of $2.7 million in cash paid to the Series A Holders. As of October 1, 2024 there are 993,306 shares of Series A Preferred Stock issued and outstanding. On August 6, 2024, the Company entered into a Securities Purchase Agreement with Streeterville, pursuant to which the Company issued and sold to Streeterville a Secured Convertible Promissory Note (the “Streeterville Secured Convertible Note”) in the original principal amount of $8.25 million (the “Principal Amount”). The Principal Amount includes an original issue discount of $750 thousand. In exchange for the Streeterville Secured Convertible Note, Streeterville paid $7.5 million in cash. The Streeterville Secured Convertible Note accrues interest at a rate of 10% per annum and has a maturity date of 18 months from the Effective Date, unless earlier prepaid, redeemed or accelerated in accordance with its terms prior to such date. The Company intends to use the net proceeds from the sale of the Streeterville Secured Convertible Note primarily for general working capital purposes, including for (i) operations as the Company increases its sales and marketing efforts; (ii) capital expenditures in outfitting its chip fabrication facility in Tempe, AZ; and (iii) for any other planned or unplanned expenditures that might arise in support of the Company’s business plan. Ascendiant Capital Markets, LLC served as the placement agent on the transaction and received a fee of $450 thousand. There are no other events of a subsequent nature that in management’s opinion are reportable.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023		Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (5,194)	$ (7,417)	[1]	$ (11,630)	$ (13,554)	[1],[2]

[1]As described in Note 15 to the unaudited condensed consolidated financial statements appearing elsewhere in this Form 10-Q, we have restated the condensed consolidated statements of operations for the three and six months ended June 30, 2023.[2] As described in Note 15 to the unaudited condensed consolidated financial statements appearing elsewhere in this Form 10-Q, we have restated the condensed consolidated statement of cash flows for the six months ended June 30, 2023.

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
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

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
Accounting Policies, by Policy (Policies)	Jun. 30, 2024
Significant Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation: The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (the “FASB”), including Accounting Standards Codification (“ASC”) 810, Consolidation
Reclassifications	Reclassifications Certain reclassifications have been made to the fiscal year 2023 audited consolidated financial statements to conform to the presentation in the three and six months ended June 30, 2024. The reclassifications had no impact on consolidated net loss, total consolidated assets, total consolidated liabilities, or consolidated stockholders’ equity.
Risk and Uncertainties	Risk and Uncertainties The Company is subject to certain risks and uncertainties and believes changes in any of the following areas could have a material adverse effect on the Company’s future consolidated financial position or consolidated results of operations or cash flows: new product development, including market receptivity; litigation or claims against the Company based on intellectual property, patent, product regulation or other factors; competition from other products; general economic conditions; the ability to attract and retain qualified employees; and, ultimately, to sustain profitable operations.
Use of Estimates	Use of Estimates: These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include the valuation of goodwill and intangible assets, deferred tax assets, equity-based transactions and liquidity assessment. Actual results may differ from these estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents Highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents. The Company maintains its cash in mutual funds and deposit and money market accounts with high quality financial institutions which, at times, may exceed federally insured limits. As of June 30, 2024 and December 31, 2023, the Company had $1.9 million and $2.1 million, respectively, in cash equivalents invested in mutual funds. The Company has not experienced any losses on these deposits and believes it is not exposed to significant credit risk on cash.
Revenue	Revenue The Company recognizes revenue in accordance with ASC 606 – Revenue from Contracts with Customers 1. Identify the contract 2. Identify the performance obligations 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations 5. Recognize revenue when performance obligations are satisfied The revenue the Company has recognized in the six months ended June 30, 2024 and 2023 were primarily derived from contracts to perform professional services. Revenue from time and materials-based contracts is recognized as the direct hours worked during the period times the contractual hourly rate, plus direct materials and other direct costs as appropriate, plus negotiated materials handling burdens, if any. Revenue from units-based contracts is recognized as the number of units delivered or performed during the period times the contractual unit price. Revenue from fixed price contracts is recognized as work is performed with estimated profits recorded on a percentage of completion basis. The Company has no cost-plus type contracts at this time. The Company includes depreciation and amortization expenses in manufacturing overhead, which is a component of cost of revenue. However, at the present time manufacturing overhead, including depreciation and amortization expense related to production equipment, is not material and the primary components of cost of revenue are direct labor and direct materials, with a small amount of shipping expenses.
Accounts Receivable	Accounts Receivable Accounts receivable consists of amounts due from customers for work performed on contracts. The Company records accounts receivable at their net realizable value. Periodically the Company evaluates its accounts receivable to establish a provision for credit losses, when deemed necessary, based on the history of past write-offs, collections and current credit conditions. The customer accounts receivable as of June 30, 2024 and December 31, 2023 are considered fully collectible and thus management has not recorded a provision for credit losses.
Provision for Credit Losses	Provision for Credit Losses The Company estimates losses on loans and other financial instruments in accordance with Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 introduces the current expected credit losses (“CECL”) methodology for estimating allowances for credit losses. The CECL framework requires the Company to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supporting forecasts. Under CECL, the allowance for credit losses is measured as the difference between the financial asset’s cost basis and the net amount expected to be collected on the financial asset. CECL allows us to use information about past events including historical loan loss experience, current conditions, and reasonable and supportable forecasts to assess the collectability of the financial assets. The receivables for financial assets as of June 30, 2024 and December 31, 2023 are not considered fully collectible and thus management has recorded a provision for credit losses. See Note 9, Loan Receivable
Inventory	Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined on a standard cost basis which approximates actual cost on a first in-first out method. Lower of cost or net realizable value is evaluated by considering obsolescence, excessive levels of inventory, deterioration and other factors. Adjustments to reduce the cost of inventory to its net realizable value, if required, are made for estimated excess, obsolescence or impaired inventory and are charged to cost of revenue. Once the cost of the inventory is reduced, a new lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Factors influencing these adjustments include changes in demand, product life cycle and development plans, component cost trends, product pricing, physical deterioration and quality issues. Revisions to these adjustments would be required if these factors differ from our estimates.
Operating Leases	Operating Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets are included in right-of-use assets, net on the consolidated balance sheets. The current and long-term components of operating lease liabilities are included in the current operating lease liabilities and noncurrent operating lease liabilities, respectively, on the consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, and the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Certain leases may include options to extend or terminate the lease. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. All of our operating leases are comprised of office space leases, and as of June 30, 2024 and December 31, 2023, we had no finance leases.
Business Combinations and Valuation of Goodwill	Business Combinations and Valuation of Goodwill We account for business combinations under the acquisition method of accounting. This method requires the recording of acquired assets and assumed liabilities at their acquisition date fair values. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to business combinations are included prospectively beginning with the date of acquisition and transaction costs related to business combinations are recorded withing general and administrative expenses. The Company reviews goodwill for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value may not be recoverable. The Company performs an annual impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax-deductible goodwill carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The Company has determined that it has a single reporting unit for purposes of performing its goodwill impairment test. As the Company uses the market approach to assess impairment, its common stock price is an important component of the fair value calculation. If the Company’s stock price continues to experience significant price and volume fluctuations, this will impact the fair value of the reporting unit and can lead to potential impairment in future periods. The Company performs its annual impairment test during the fourth quarter of each fiscal year. As of June 30, 2024 and 2023, we had not identified any factors that indicated there was an impairment of our goodwill and determined that no additional impairment analysis was then required.
Property and Equipment	Property and Equipment Property and equipment are stated at cost or contributed value. Depreciation of furniture, software and equipment is calculated using the straight-line method over their estimated useful lives, and leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term. The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment. Maintenance and repairs are charged against expense as incurred.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company has long-lived assets such as tangible property and equipment, identified intangible assets consisting of acquired patents and core technology. When events or changes in circumstances occur that could indicate the carrying value of long-lived assets may not be recoverable, the Company assesses recoverability by determining whether the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. If the undiscounted cash flow is less, an impairment charge is recognized for the excess of the carrying amounts of these assets over the fair values. Fair values are determined by discounted future cash flows, appraisals or other methods. During the three and six months ended June 30, 2024 and 2023, the Company did not record any impairment from long-lived assets.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amount of certain financial instruments held by the Company, such as cash equivalents, accounts receivable, contract assets and liabilities, accounts payable, and accrued and other current liabilities, approximate fair value due to their short maturities. The carrying amount of the liabilities for the convertible preferred stock warrants represent their fair value. The carrying amounts of the Company’s borrowings and lease liabilities approximate fair value due to the market interest rates that these obligations bear and interest rates currently available to the Company. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 Unobservable inputs that are supported by little or no market activity for the related assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. As of June 30, 2024 and December 31, 2023, the Company had $1.9 million and $793 thousand, respectively, in Level 1 assets, comprised of U.S. Government mutual funds, and no carrying value for Level 3 liabilities, comprised of warrant liabilities. See Note 11, Capital Stock – Warrants
Research and Development Costs	Research and Development Cost s Research and development costs include costs directly attributable to the conduct of research and development programs, including the cost of services provided by outside contractors, acquiring work-in-progress intellectual property, development, and mandatory compliance fees and contractual obligations. All costs associated with research and development are expensed as incurred.
Software Development Costs	Software Development Cost s Software development costs incurred subsequent to the establishment of technological feasibility for software intended to be sold, licensed or otherwise marketed to customers will be capitalized, but development costs not meeting the criteria for capitalization are expensed as incurred. With respect to internal use software, the Company will capitalize such development costs incurred during the application development stage, but development costs incurred prior to that stage will be expensed as incurred. No amortization expense will be recorded until the software is ready for its intended use. To date the Company has not incurred any material capitalizable software development costs.
Stock-Based Compensation	Stock-based Compensation Stock-based compensation expense for expected-to-vest awards is valued under the single-option approach and amortized on a straight-line basis, accounting for actual pre-vesting forfeitures as they occur. We utilize the Black-Scholes pricing model in order to determine the fair value of stock-based option awards. The Black-Scholes pricing model requires various highly subjective assumptions including volatility, expected option life, and risk-free interest rate. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in the future.
Income Taxes	Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets where, based upon the available evidence, management concludes that it is more-likely-than-not that the deferred tax assets will not be realized. Realization of deferred tax assets is also dependent upon future earnings, if any, the timing and amount of which are uncertain. The Company records a liability for the uncertain tax positions taken or expected to be taken on the Company’s tax return when it is more-likely-than-not that the tax position might be challenged despite the Company’s belief that the tax return positions are fully supportable, and additional taxes will be due as a result. To the extent that the assessment of such tax positions changes, for example, based on the outcome of a tax audit, the change in estimate is recorded in the period in which the determination is made. The provision for income taxes includes the impact of provisions for uncertain tax positions.
Loss Per Share	Loss Per Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the “If-Converted” method), unless the effect of such issuances would have been anti-dilutive.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. The Company has evaluated the recently implemented accounting standards and concluded that none currently apply to the Company.

Net Loss per Common Share (Tabl

Net Loss per Common Share (Tables)	6 Months Ended
Net Loss per Common Share (Tables)	Jun. 30, 2024
Net Loss per Common Share [Abstract]
Schedule of Computation of Basic and Diluted Loss Per Share	The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net loss $ (5,194 ) $ (7,417 ) $ (11,630 ) $ (13,554 ) Less: Series A convertible preferred stock dividends - (215 ) - (431 ) Net loss available to common stockholders – basic and diluted $ (5,194 ) $ (7,632 ) $ (11,630 ) $ (13,985 ) Denominator: Weighted average shares used in computing net loss per common share – basic and diluted 93,550 62,667 87,185 60,832 Net loss per common share – basic and diluted $ (0.06 ) $ (0.12 ) $ (0.13 ) $ (0.23 )
Schedule of Weighted Average Common Stock Equivalents Securities Outstanding Effect Anti-Dilutive	The following is a summary of the weighted average common stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Warrants 2,513 6,078 2,703 6,130 Options 12,799 11,551 13,070 10,518 Unvested restricted common stock 4,546 506 2,998 254 Total potentially dilutive shares 19,858 18,135 18,771 16,902

Intangible Assets and Goodwill

Intangible Assets and Goodwill (Tables)	6 Months Ended
Intangible Assets and Goodwill (Tables)	Jun. 30, 2024
Intangible Assets and Goodwill [Abstract]
Schedule of Amounts Related to Intangible Assets	As a result of the merger with QPhoton in June 2022 (the “QPhoton Merger”), the Company has the following amounts related to intangible assets (in thousands): June 30, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Non-compete agreement with founder $ 3,251 $ (2,258 ) $ 993 $ 3,251 $ (1,715 ) $ 1,536 Website domain name and trademark 1,009 (420 ) 589 1,009 (320 ) 689 Technology and licensed patents 12,731 (3,789 ) 8,942 12,731 (2,880 ) 9,851 Total $ 16,991 $ (6,467 ) $ 10,524 $ 16,991 $ (4,915 ) $ 12,076
Schedule of Future Amortization Expense	The Company expects future amortization expense to be the following (in thousands): Amortization 2024 (remaining six months) $ 1,552 2025 2,472 2026 2,021 2027 1,903 2028 1,819 Thereafter 757 Total $ 10,524

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
Property and Equipment (Tables)	Jun. 30, 2024
Property and Equipment [Abstract]
Schedule of Property and Equipment	The Company’s property and equipment are primarily located at the Company’s leased facilities in Hoboken, NJ and Tempe, AZ and consist of (in thousands): June 30, December 31, Computer and lab equipment $ 5,443 $ 2,999 Network equipment 29 29 Furniture and fixtures 32 32 Software 69 49 Leasehold improvements 225 33 Total cost of property and equipment 5,798 3,142 Accumulated depreciation (411 ) (272 ) Property and equipment, net $ 5,387 $ 2,870 The Company recorded depreciation expense of $71 thousand and $60 thousand during the three months ended June 30, 2024 and 2023, respectively, and $139 thousand and $203 thousand during the six months ended June 30, 2024 and 2023, using useful lives of the Company’s long-lived assets as follows: Estimated Computer and laboratory equipment 5 Network equipment 4 Furniture and fixtures 7 Software 3 Leasehold improvements Lessor of lease term or 5

Operating Leases (Tables)

Operating Leases (Tables)	6 Months Ended
Operating Leases (Tables)	Jun. 30, 2024
Operating Leases [Abstract]
Schedule of Undiscounted Future Minimum Lease Payments Under Operating Leases	The table below reconciles the undiscounted future minimum lease payments under these operating leases to the total operating lease liabilities recognized on the consolidated balance sheet as of June 30, 2024 (in thousands): Year Lease Payments 2024 (remaining six months) $ 188 2025 341 2026 350 2027 267 Total minimum payments 1,146 Less: imputed interest (183 ) Present value of operating lease liabilities 963 Less: current portion included in other current liabilities (255 ) Long-term operating lease liabilities $ 708
Schedule of Other Information Related to Operating Lease Liabilities	Other information related to operating lease liabilities consists of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Cash paid for operating lease liabilities (in thousands) $ 91 $ 124 $ 156 $ 218 Weighted average remaining lease term in years 3.3 4.2 3.3 4.2 Weighted average discount rate 10 % 10 % 10 % 10 %

Financial Liabilities (Tables)

Financial Liabilities (Tables)	6 Months Ended
Financial Liabilities (Tables)	Jun. 30, 2024
Financial Liabilities [Abstract]
Schedule of Outstanding Promissory Notes Payable to Financial Liabilities	The Company did not have any outstanding promissory notes payable as of June 30, 2024. The following table presents financial liabilities as of December 31 ,2023 (in thousands): December 31, Remaining loan balances $ 2,063 Remaining unamortized debt issuance costs (138 ) Financial liabilities, net of issuance costs $ 1,925

Capital Stock (Tables)

Capital Stock (Tables)	6 Months Ended
Capital Stock (Tables)	Jun. 30, 2024
Capital Stock [Abstract]
Schedule of Warrants Outstanding	The table below summarizes the warrants outstanding at June 30, 2024 (in thousands, except exercise price data): Issuance Date Expiration Date Exercise Price Issued Exercised Forfeited / Warrants August 18, 2020 August 18, 2025 $ 2.00 171 (150 ) - 21 November 15, 2021 November 15, 2023 $ 7.00 1,545 (1,545 ) - June 16, 2022 May 9, 2027 $ 0.0001 6,325 - (3,309 ) 3,016

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
Stock-Based Compensation (Tables)	Jun. 30, 2024
Stock-Based Compensation [Abstract]
Schedule of Option Activity	The following table summarizes the Company’s option activity for the six months ended June 30, 2024: Number Weighted Weighted Balance as of January 1, 2024 13,843,499 $ 2.64 3.7 Granted 70,219 1.00 5.0 Exercised - - - Forfeited (1,664,271 ) 4.19 - Balance as of June 30, 2024 12,249,447 $ 2.42 3.3 Vested and exercisable as of June 30, 2024 7,956,714 $ 2.93 3.0
Schedule of Grant-Date Fair Value of Stock Options Granted	The following table presents the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted during the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Exercise price $ 1.00 – 1.00 $ 1.35 – 1.35 $ 1.00 – 1.00 $ 1.35 – 1.84 Risk-free interest rate 5.2 – 5.2 % 4.8 – 4.8 % 5.2 – 5.2 % 4.7 – 4.8 % Expected volatility 93.2 – 93.2 % 134.5 – 134.5 % 93.2 – 93.2 % 122.2 – 136.9 % Expected dividend yield 0 % 0 % 0 % 0 % Expected life of options (in years) 5.0 5.0 5.0 5.0
Schedule of Exercise Price Range	The following table summarizes the exercise price range as of June 30, 2024 (in thousands, except exercise price data): Exercise Price Outstanding Options Exercisable Options $ 0.00 – 1.00 105 10 $ 1.00 – 2.00 5,194 1,602 $ 2.00 – 3.00 5,879 5,274 $ 3.00 – 6.00 38 38 $ 6.00 – 8.00 683 683 $ 8.00 – 12.00 350 350 12,249 7,957
Schedule of Stock-Based Compensation Expense for Services Expenses for Both Shares Issued and Stock Option Awards Granted	The Company recognized stock-based compensation expense related to common stock options and restricted shares of common stock in the following expense categories of its consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Research and development $ 505 $ 588 $ 1,199 $ 950 Selling and marketing 43 (244 ) 111 (436 ) General and administrative 143 1,082 607 1,604 Total stock-based compensation $ 691 $ 1,426 $ 1,917 $ 2,118
Schedule of Stock-Based Compensation Expense for Services Expenses for Both Shares Issued and Stock Option Awards Granted	The Company recognized stock-based compensation expense for services in lieu of cash payments to certain consultants, including expenses for both shares issued and stock option awards granted, in the following expense categories of its consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Selling and marketing $ - $ - $ - $ (68 ) General and administrative (40 ) 128 19 349 Total stock-based compensation $ (40 ) $ 128 $ 19 $ 281

Nature of the Organization an_2

Nature of the Organization and Business (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023	Jul. 20, 2018
Nature of the Organization and Business [Line Items]
Incorporation date	Jul. 25, 2001
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Cash and cash equivalents	$ 2,526	$ 2,059
Accumulated deficit	(143,570)	$ (131,940)
Working capital	$ 522
Corporate History [Member]
Nature of the Organization and Business [Line Items]
Common stock, par value (in Dollars per share)			$ 0.0001

Significant Accounting Polici_2

Significant Accounting Policies (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Significant Accounting Policies [Abstract]
Cash equivalents invested in mutual funds	$ 1,900	$ 2,100
Value of assets	$ 1,900	$ 793

Net Loss per Common Share (Deta

Net Loss per Common Share (Details) - Schedule of Computation of Basic and Diluted Loss Per Share - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	[1]	Jun. 30, 2024	Jun. 30, 2023	[1]
Numerator:
Net loss	$ (5,194)	$ (7,417)		$ (11,630)	$ (13,554)	[2]
Less: Series A convertible preferred stock dividends		(215)			(431)
Net loss available to common stockholders – basic	$ (5,194)	$ (7,632)		$ (11,630)	$ (13,985)
Denominator:
Weighted average shares used in computing net loss per common share – basic (in Shares)	93,550	62,667		87,185	60,832
Net loss per common share – basic (in Dollars per share)	$ (0.06)	$ (0.12)		$ (0.13)	$ (0.23)

[1]As described in Note 15 to the unaudited condensed consolidated financial statements appearing elsewhere in this Form 10-Q, we have restated the condensed consolidated statements of operations for the three and six months ended June 30, 2023.[2] As described in Note 15 to the unaudited condensed consolidated financial statements appearing elsewhere in this Form 10-Q, we have restated the condensed consolidated statement of cash flows for the six months ended June 30, 2023.

Net Loss per Common Share (De_2

Net Loss per Common Share (Details) - Schedule of Computation of Basic and Diluted Loss Per Share (Parentheticals) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023		Jun. 30, 2024	Jun. 30, 2023
Schedule of Computation of Basic and Diluted Loss Per Share [Abstract]
Net loss available to common stockholders – diluted (A)	$ (5,194)	$ (7,634)		$ (11,630)	$ (13,985)
Weighted average shares used in computing net loss per common share – diluted (B)	93,550	62,667	[1]	87,185	60,832	[1]
Net loss per common share - diluted (A/B)	$ (0.06)	$ (0.12)	[1]	$ (0.13)	$ (0.23)	[1]

[1]As described in Note 15 to the unaudited condensed consolidated financial statements appearing elsewhere in this Form 10-Q, we have restated the condensed consolidated statements of operations for the three and six months ended June 30, 2023.

Net Loss per Common Share (De_3

Net Loss per Common Share (Details) - Schedule of Weighted Average Common Stock Equivalents Securities Outstanding Effect Anti-Dilutive - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Weighted Average Common Stock Equivalents Securities Outstanding Effect Anti-Dilutive [Line Items]
Total potentially dilutive shares	19,858	18,135	18,771	16,902
Warrants [Member]
Schedule of Weighted Average Common Stock Equivalents Securities Outstanding Effect Anti-Dilutive [Line Items]
Total potentially dilutive shares	2,513	6,078	2,703	6,130
Options [Member]
Schedule of Weighted Average Common Stock Equivalents Securities Outstanding Effect Anti-Dilutive [Line Items]
Total potentially dilutive shares	12,799	11,551	13,070	10,518
Unvested restricted common stock [Member]
Schedule of Weighted Average Common Stock Equivalents Securities Outstanding Effect Anti-Dilutive [Line Items]
Total potentially dilutive shares	4,546	506	2,998	254

Income Taxes (Details)

Income Taxes (Details) $ in Thousands	6 Months Ended
Income Taxes (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Income Taxes [Abstract]
Federal income tax rate	21%
Tax-effected carryforwards	$ 14,900
Carryforwards assumed tax rate	26%
Net deferred tax assets	$ 11,500
Capitalized research and development expenditures	2,100
Intangible asset	900
Valuation allowance increased	2,300
Federal R&D credit carryforwards	$ 250,000

Intangible Assets and Goodwil_2

Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Intangible Assets and Goodwill [Abstract]
Amortization expense of intangible assets	$ 800	$ 1,600
Godwill	$ 55,573		$ 55,573

Intangible Assets and Goodwil_3

Intangible Assets and Goodwill (Details) - Schedule of Amounts Related to Intangible Assets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Amounts Related to Intangible Assets [Line Items]
Gross Carrying Amount	$ 16,991	$ 16,991
Accumulated Amortization	(6,467)	(4,915)
Net Carrying Amount	10,524	12,076
Non-compete agreement with founder [Member]
Schedule of Amounts Related to Intangible Assets [Line Items]
Gross Carrying Amount	3,251	3,251
Accumulated Amortization	(2,258)	(1,715)
Net Carrying Amount	993	1,536
Website domain name and trademark [Member]
Schedule of Amounts Related to Intangible Assets [Line Items]
Gross Carrying Amount	1,009	1,009
Accumulated Amortization	(420)	(320)
Net Carrying Amount	589	689
Technology and licensed patents [Member]
Schedule of Amounts Related to Intangible Assets [Line Items]
Gross Carrying Amount	12,731	12,731
Accumulated Amortization	(3,789)	(2,880)
Net Carrying Amount	$ 8,942	$ 9,851

Intangible Assets and Goodwil_4

Intangible Assets and Goodwill (Details) - Schedule of Future Amortization Expense - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Future Amortization Expense [Abstract]
2024 (remaining six months)	$ 1,552
2025	2,472
2026	2,021
2027	1,903
2028	1,819
Thereafter	757
Total	$ 10,524	$ 12,076

Property and Equipment (Details

Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property and Equipment [Abstract]
Depreciation expense	$ 71	$ 60	$ 139	$ 203

Property and Equipment (Detai_2

Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	$ 5,798	$ 3,142
Accumulated depreciation	(411)	(272)
Property and equipment, net	5,387	2,870
Computer and lab equipment [Member]
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	$ 5,443	2,999
Estimated Useful Life	5 years
Network Equipment [Member]
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	$ 29	29
Estimated Useful Life	4 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	$ 32	32
Estimated Useful Life	7 years
Software [Member]
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	$ 69	49
Estimated Useful Life	3 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	$ 225	$ 33
Estimated Useful Life	Lessor of lease term or 5

Operating Leases (Details) - Sc

Operating Leases (Details) - Schedule of Undiscounted Future Minimum Lease Payments Under Operating Leases - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Undiscounted Future Minimum Lease Payments Under Operating Leases [Abstract]
2024 (remaining six months)	$ 188
2025	341
2026	350
2027	267
Total minimum payments	1,146
Less: imputed interest	(183)
Present value of operating lease liabilities	963
Less: current portion included in other current liabilities	(255)
Long-term operating lease liabilities	$ 708	$ 840

Operating Leases (Details) - _2

Operating Leases (Details) - Schedule of Other Information Related to Operating Lease Liabilities - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Other Information Related Operating Lease Liabilities [Abstract]
Cash paid for operating lease liabilities	$ 91	$ 124	$ 156	$ 218
Weighted average remaining lease term in years	3 years 3 months 18 days	4 years 2 months 12 days	3 years 3 months 18 days	4 years 2 months 12 days
Weighted average discount rate	10%	10%	10%	10%

Financial Liabilities (Details)

Financial Liabilities (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
Financial Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Sep. 23, 2022
Financial Liabilities [Line Items]
Accrued interest	$ 14	$ 14
Outstanding balance
Streeterville Capital, LLC [Member]
Financial Liabilities [Line Items]
Outstanding balance		$ 1,900
Streeterville Unsecured Note [Member]
Financial Liabilities [Line Items]
Initial principal amount			$ 8,250
Interest percentage			10%
Maturity date	18 months
Original issue discount	$ 750
Redemption amount	$ 750

Financial Liabilities (Detail_2

Financial Liabilities (Details) - Schedule of Outstanding Promissory Notes Payable to Financial Liabilities - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Outstanding Promissory Notes Payable to Financial Liabilities [Abstract]
Remaining loan balances		$ 2,063
Remaining unamortized debt issuance costs		(138)
Financial liabilities, net of issuance costs		$ 1,925

Loan Receivable (Details)

Loan Receivable (Details) - USD ($) $ in Thousands	Jun. 06, 2023	Jun. 30, 2024	Dec. 31, 2023	May 16, 2023
Loan Receivable [Line Items]
Outstanding receivable		$ 295	$ 279
Millionways [Member]
Loan Receivable [Line Items]
Acquire, percentage of AI firm				100%
Outstanding receivable		$ 590	$ 558
Unsecured Promissory Notes [Member]
Loan Receivable [Line Items]
Aggregate principal amount	$ 2,000
Millionways [Member]
Loan Receivable [Line Items]
Aggregate principal amount	$ 500
MW Note [Member]
Loan Receivable [Line Items]
Bears simple interest	10%
Annual interest rate	15%

Contingencies (Details)

Contingencies (Details) - USD ($) $ / shares in Units, $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Oct. 13, 2022
Contingencies [Line Items]
Other current liabilities (in Dollars)	$ 790		$ 786
Fair market valuation contemplated shares	31,299,417
Conversion shares	2,377,028
Warrants [Member]
Contingencies [Line Items]
Exercise price per share (in Dollars per share)	$ 2.27
Unissued QPhoton Warrants [Member]
Contingencies [Line Items]
Warrants to purchase shares	702,834
Minimum [Member]
Contingencies [Line Items]
Warrants to purchase shares	1,726,931
Maximum [Member]
Contingencies [Line Items]
Warrants to purchase shares	7,028,337
Common Stock [Member]
Contingencies [Line Items]
Total purchase price (in Dollars)	$ 71,000
Converted shares	36,600,823
BV Advisory [Member]
Contingencies [Line Items]
Other current liabilities (in Dollars)	$ 536		$ 536
BV Advisory Partners, LLC [Member]
Contingencies [Line Items]
Purchase price percentage				10%
Series B Preferred Stock [Member]
Contingencies [Line Items]
Total purchase price (in Dollars)	$ 69,900
Unissued QPhoton Shares [Member]
Contingencies [Line Items]
Converted shares	2,957,251	2,957,251

Capital Stock (Details)

Capital Stock (Details) - USD ($)					3 Months Ended			6 Months Ended
Capital Stock (Details) - USD ($)	Feb. 09, 2023	Jun. 16, 2022	Jun. 13, 2022	Nov. 17, 2021	Jun. 30, 2024	Jun. 30, 2023		Jun. 30, 2024	Jun. 30, 2023		Mar. 19, 2024	Dec. 31, 2023	Nov. 30, 2021	Aug. 31, 2020
Capital Stock [Line Items]
Conversion price per share (in Dollars per share)					$ 5.5			$ 5.5
Warrants term					2 years			2 years
Average price (in Dollars per share)						$ 1.38			$ 1.38
Received net proceeds (in Dollars)								$ 14,629,000	$ 14,227,000	[1]
Issued warrants shares		6,300,000
Exercise price per share (in Dollars per share)		$ 0.0001
Issued warrants price (in Dollars)								6,300,000
Warrants (in Dollars)								$ 7,000,000
Forfeited percentage								56%
Recognized mark-to-market gains (in Dollars)						$ (17,000)	[2]		(370,000)	[1],[2]
QPhoton Warrants [Member]
Capital Stock [Line Items]
Issued warrants price (in Dollars)								$ 6,300,000	6,300,000
Warrant [Member]
Capital Stock [Line Items]
Exercise price (in Dollars per share)					$ 2.27			$ 2.27
Recognized mark-to-market gains (in Dollars)									$ 158,000
Preferred Stock [Member]
Capital Stock [Line Items]
Redeemed, shares					(1,656,000)			(249,000)
Restricted Stock Units (RSUs) [Member]
Capital Stock [Line Items]
Purchase of warrants														171,000
Warrants term														5 years
Exercise price (in Dollars per share)														$ 2
QPhoton Merger [Member]
Capital Stock [Line Items]
Issuance of warrant					702,834			702,834
Series A Preferred Stock [Member]
Capital Stock [Line Items]
Purchased shares				1,545,459
Preferred stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001			$ 0.0001				$ 0.0001
Purchase of warrants													1,545,459
Aggregate purchase price (in Dollars)				$ 8,500,000
Preferred dividends percentage								10%
Warrants term													2 years
Exercise price (in Dollars per share)													$ 7
Additional paid in capital (in Dollars)											$ 8,125,000
Cash purchase price (in Dollars)											$ 8,195,000
Price of per share (in Dollars per share)											$ 5.5
Redeemed, shares					165,566			248,349
Stock Redeemed or Called During Period, Value (in Dollars)					$ 911,000			$ 1,400,000
Preferred stock, shares issued					1,241,000			1,241,000				1,490,000
Preferred stock, shares outstanding					1,241,000			1,241,000				1,490,000
Preferred stock, share authorized					1,550,000			1,550,000				1,550,000
Series A Preferred Stock [Member] \| Preferred Warrants [Member]
Capital Stock [Line Items]
Purchase of warrants				1,545,459
Series A Preferred Stock [Member] \| Preferred Stock [Member]
Capital Stock [Line Items]
Preferred stock, shares issued					1,241,655			1,241,655				1,490,004
Preferred stock, shares outstanding					1,241,655			1,241,655				1,490,004
Series A Preferred Stock [Member] \| Falcon Capital Partners [Member]
Capital Stock [Line Items]
Shares converted			45,455
Series A Preferred Stock [Member] \| Greenfield Children, LLC, [Member]
Capital Stock [Line Items]
Shares converted	10,000
Accrued dividend shares	11,096
Series A Convertible Preferred Stock [Member]
Capital Stock [Line Items]
Exercise price (in Dollars per share)					$ 7			$ 7
Series A Convertible Preferred Stock [Member] \| Falcon Capital Partners [Member]
Capital Stock [Line Items]
Shares converted			47,728
Series B Preferred Stock [Member]
Capital Stock [Line Items]
Preferred stock, shares issued
Preferred stock, shares outstanding
Preferred stock, share authorized					3,080,000			3,080,000				3,080,000
Series B Preferred Stock [Member] \| Preferred Stock [Member]
Capital Stock [Line Items]
Preferred stock, par value (in Dollars per share)					$ 0.0001			$ 0.0001				$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Preferred stock, share authorized					3,079,864			3,079,864				3,079,864
Capital Stock [Member] \| Series A Preferred Stock [Member]
Capital Stock [Line Items]
Preferred stock, shares issued					1,241,655			1,241,655				1,409,004
Preferred stock, shares outstanding					1,241,655			1,241,655				1,409,004
Other Offerings [Member]
Capital Stock [Line Items]
Sale of stock units						5,889,097		16,604,770
Average price (in Dollars per share)					$ 0.88			$ 0.88
Received net proceeds (in Dollars)						$ 7,900,000		$ 14,600,000

[1] As described in Note 15 to the unaudited condensed consolidated financial statements appearing elsewhere in this Form 10-Q, we have restated the condensed consolidated statement of cash flows for the six months ended June 30, 2023.

Capital Stock (Details) - Sched

Capital Stock (Details) - Schedule of Warrants Outstanding - Warrant [Member]	6 Months Ended
	Jun. 30, 2024 $ / shares shares
August 18, 2020 [Member]
Schedule of Warrants Outstanding [Line Items]
Expiration Date	Aug. 18, 2025
Exercise Price (in Dollars per share) \| $ / shares	$ 2
Issued	171
Exercised	(150)
Forfeited / Canceled
Warrants Outstanding	21
November 15, 2021 [Member]
Schedule of Warrants Outstanding [Line Items]
Expiration Date	Nov. 15, 2023
Exercise Price (in Dollars per share) \| $ / shares	$ 7
Issued	1,545
Forfeited / Canceled	(1,545)
Warrants Outstanding
June 16, 2022 [Member]
Schedule of Warrants Outstanding [Line Items]
Expiration Date	May 09, 2027
Exercise Price (in Dollars per share) \| $ / shares	$ 0.0001
Issued	6,325
Exercised
Forfeited / Canceled	(3,309)
Warrants Outstanding	3,016

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended
	Jul. 05, 2022	Jun. 30, 2024	Jun. 30, 2023	Jan. 01, 2024	Dec. 31, 2023	Jan. 01, 2023
Stock-based Compensation [Line Items]
Reserves increased shares				1,000,000		1,000,000
Common stock shares outstanding		94,416,000			77,451,000
Common stock shares issued		94,416,000			77,451,000
Weighted average grant-date fair value of stock options granted (in Dollars per share)		$ 1
Expected to be recognized over a period		3 years 6 months
Stockholders’ equity (in Dollars)		$ 31	$ 198
Net expense (in Dollars)		$ 1,900
Issued shares forfeited		23,900
Realization of stock-based compensation expense (in Dollars)		$ 113
Separation Agreement Shares [Member]
Stock-based Compensation [Line Items]
Shares issued		218,000
Stock-based compensation expense (in Dollars)		$ 197
Equity Option [Member]
Stock-based Compensation [Line Items]
Weighted average grant-date fair value of stock options granted (in Dollars per share)			$ 1.42
Total unrecognized compensation cost (in Dollars)		$ 4,000
Common Stock [Member]
Stock-based Compensation [Line Items]
Common stock shares issued		854,000
Realization of stock-based compensation expense (in Dollars)			$ 2,000
Number of shares issued for services		142,000	1,500,000
2019 Equity and Incentive Plan [Member]
Stock-based Compensation [Line Items]
grant incentive stock options or nonqualified stock options and other equity awards to employees, directors and consultants		3,000,000
Grant incentive stock options		3,000,000
2022 Equity and Incentive Plan [Member]
Stock-based Compensation [Line Items]
Number of shares available for issue	16,000,000
Shares issued		18,000,000
Common stock shares outstanding		12,249,447
Common stock shares issued		12,249,447

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details) - Schedule of Option Activity - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Schedule of Option Activity [Abstract]
Number Outstanding, Outstanding balance	12,249,447	13,843,499
Weighted Average Exercise Price per Share, Outstanding balance	$ 2.42	$ 2.64
Weighted Average Remaining Contractual Life (Years), Outstanding balance	3 years 3 months 18 days	3 years 8 months 12 days
Number Outstanding, Vested and exercisable	7,956,714
Weighted Average Exercise Price per Share, Vested and exercisable	$ 2.93
Weighted Average Remaining Contractual Life (Years), Vested and exercisable	3 years
Number Outstanding, Granted	70,219
Weighted Average Exercise Price per Share, Granted	$ 1
Weighted Average Remaining Contractual Life (Years), Granted	5 years
Number Outstanding, Exercised
Weighted Average Exercise Price per Share, Exercised
Weighted Average Remaining Contractual Life (Years), Exercised
Number Outstanding, Forfeited	(1,664,271)
Weighted Average Exercise Price per Share, Forfeited	$ 4.19
Weighted Average Remaining Contractual Life (Years), Forfeited

Stock-Based Compensation (Det_3

Stock-Based Compensation (Details) - Schedule of Grant-Date Fair Value of Stock Options Granted - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Stock-Based Compensation (Details) - Schedule of Grant-Date Fair Value of Stock Options Granted [Line Items]
Exercise price (in Dollars per share)		$ 1.35		$ 1.35
Risk-free interest rate		4.80%
Expected volatility		134.50%
Expected dividend yield	0%	0%	0%	0%
Expected life of options (in years)	5 years	5 years	5 years	5 years
Minimum [Member]
Stock-Based Compensation (Details) - Schedule of Grant-Date Fair Value of Stock Options Granted [Line Items]
Exercise price (in Dollars per share)	$ 1	$ 1.35	$ 1	$ 1.35
Risk-free interest rate	5.20%		5.20%	4.70%
Expected volatility	93.20%		93.20%	122.20%
Maximum [Member]
Stock-Based Compensation (Details) - Schedule of Grant-Date Fair Value of Stock Options Granted [Line Items]
Exercise price (in Dollars per share)	$ 1	$ 1.84	$ 1	$ 1.84
Risk-free interest rate	5.20%		5.20%	4.80%
Expected volatility	93.20%		93.20%	136.90%

Stock-Based Compensation (Det_4

Stock-Based Compensation (Details) - Schedule of Exercise Price Range	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding Options	12,249
Exercisable Options	7,957
0.00 – 1.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding Options	105
Exercisable Options	10
1.00 – 2.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding Options	5,194
Exercisable Options	1,602
2.00 – 3.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding Options	5,879
Exercisable Options	5,274
3.00 – 6.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding Options	38
Exercisable Options	38
6.00 – 8.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding Options	683
Exercisable Options	683
8.00 – 12.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding Options	350
Exercisable Options	350
Minimum [Member] \| 0.00 – 1.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price (in Dollars per share) \| $ / shares	$ 0
Minimum [Member] \| 1.00 – 2.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price (in Dollars per share) \| $ / shares	1
Minimum [Member] \| 2.00 – 3.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price (in Dollars per share) \| $ / shares	2
Minimum [Member] \| 3.00 – 6.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price (in Dollars per share) \| $ / shares	3
Minimum [Member] \| 6.00 – 8.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price (in Dollars per share) \| $ / shares	6
Minimum [Member] \| 8.00 – 12.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price (in Dollars per share) \| $ / shares	8
Maximum [Member] \| 0.00 – 1.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price (in Dollars per share) \| $ / shares	1
Maximum [Member] \| 1.00 – 2.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price (in Dollars per share) \| $ / shares	2
Maximum [Member] \| 2.00 – 3.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price (in Dollars per share) \| $ / shares	3
Maximum [Member] \| 3.00 – 6.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price (in Dollars per share) \| $ / shares	6
Maximum [Member] \| 6.00 – 8.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price (in Dollars per share) \| $ / shares	8
Maximum [Member] \| 8.00 – 12.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price (in Dollars per share) \| $ / shares	$ 12

Stock-Based Compensation (Det_5

Stock-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense Related to Common Stock Options and Restricted Shares of Common Stock - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Stock-Based Compensation Expense Related to Common Stock Options and Restricted Shares of Common Stock [Line Items]
Total stock-based compensation	$ 691	$ 1,426	$ 1,917	$ 2,118	[1]
Research and development [Member]
Schedule of Stock-Based Compensation Expense Related to Common Stock Options and Restricted Shares of Common Stock [Line Items]
Total stock-based compensation	505	588	1,199	950
Selling and marketing [Member]
Schedule of Stock-Based Compensation Expense Related to Common Stock Options and Restricted Shares of Common Stock [Line Items]
Total stock-based compensation	43	(244)	111	(436)
General and administrative [Member]
Schedule of Stock-Based Compensation Expense Related to Common Stock Options and Restricted Shares of Common Stock [Line Items]
Total stock-based compensation	$ 143	$ 1,082	$ 607	$ 1,604

[1] As described in Note 15 to the unaudited condensed consolidated financial statements appearing elsewhere in this Form 10-Q, we have restated the condensed consolidated statement of cash flows for the six months ended June 30, 2023.

Stock-Based Compensation (Det_6

Stock-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense for Services Expenses for Both Shares Issued and Stock Option Awards Granted - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Stock-Based Compensation Expense for Services Expenses for Both Shares Issued and Stock Option Awards Granted [Line Items]
Total stock-based compensation	$ (40)	$ 128	$ 19	$ 281	[1]
Selling and marketing [Member]
Schedule of Stock-Based Compensation Expense for Services Expenses for Both Shares Issued and Stock Option Awards Granted [Line Items]
Total stock-based compensation				(68)
General and administrative [Member]
Schedule of Stock-Based Compensation Expense for Services Expenses for Both Shares Issued and Stock Option Awards Granted [Line Items]
Total stock-based compensation	$ (40)	$ 128	$ 19	$ 349

[1] As described in Note 15 to the unaudited condensed consolidated financial statements appearing elsewhere in this Form 10-Q, we have restated the condensed consolidated statement of cash flows for the six months ended June 30, 2023.

License Agreement _ Stevens I_2

License Agreement – Stevens Institute of Technology (Details)	6 Months Ended
	Jun. 30, 2024
License Agreement – Stevens Institute of Technology [Abstract]
Consideration agreement, description	As consideration for the license and other rights granted under the agreement, QPhoton agreed to pay the following: (i) $35 thousand within 30 days of execution of the agreement, (ii) $28 thousand within 30 days of each annual anniversary of the effective date, (iii) equity in the Company equivalent to nine percent of the outstanding equity of the Company within 30 days of the execution of the agreement, and (iv) royalties of 3.5% of the net sales price of each licensed product sold or licensed by the company during the quarter then-ended, for which it also received payment, concurrent with the delivery of the relevant quarterly report.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Details) - Previously Reported [Member] $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Net loss	$ 3,300	$ 400
Intangible and goodwill assets	8,700	8,700
Liabilities	1,500	1,500
Equity, attributable to parent	$ 7,200	$ 7,200

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)			1 Months Ended		3 Months Ended	6 Months Ended
Subsequent Events (Details) - USD ($)	Oct. 01, 2024	Aug. 06, 2024	Aug. 31, 2024	Jul. 31, 2024	Jun. 30, 2024	Jun. 30, 2024	Mar. 19, 2024	Dec. 31, 2023
Subsequent Event [Member]
Subsequent Events [Line Items]
Redeemed, shares (in Shares)			248,349
Cash		$ 7,500,000
Subsequent Event [Member] \| Streeterville Secured Convertible Note [Member]
Subsequent Events [Line Items]
Principal amount		8,250,000
Principal amount includes an original issue discount		$ 750,000
Interest rate		10%
Maturity date		18 months
Received fee		$ 450,000
Series A Convertible Preferred [Member] \| Subsequent Event [Member]
Subsequent Events [Line Items]
Redeemed, shares (in Shares)				248,349
Redeemed, shares value			$ 455,000	$ 455,000
Cumulative redemption amount			$ 1,400,000	$ 1,400,000
Series A Preferred Stock [Member]
Subsequent Events [Line Items]
Redeemed, shares (in Shares)					165,566	248,349
Redeemed, shares value					$ 911,000	$ 1,400,000
Preferred stock shares issued (in Shares)					1,241,000	1,241,000		1,490,000
Preferred stock shares outstanding (in Shares)					1,241,000	1,241,000		1,490,000
Cash							$ 8,195,000
Forecast [Member] \| Series A Preferred Stock [Member]
Subsequent Events [Line Items]
Redeemed, shares (in Shares)	496,698
Cumulative redemption amount	$ 2,700,000
Preferred stock shares issued (in Shares)	993,306
Preferred stock shares outstanding (in Shares)	993,306