Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 09, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-37752 | ||
Entity Registrant Name | CHROMADEX CORPORATION | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 26-2940963 | ||
Entity Address, Address Line One | 10900 Wilshire Blvd | ||
Entity Address, Address Line Two | Suite 600 | ||
Entity Address, City or Town | Los Angeles | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90024 | ||
City Area Code | 310 | ||
Local Phone Number | 388-6706 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | CDXC | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 473.5 | ||
Entity Common Stock, Shares Outstanding | 68,309,365 | ||
Documents Incorporated by Reference | Portions of the Registrant’s proxy statement (Proxy Statement) to be filed with the Securities and Exchange Commission (SEC) pursuant to Regulation 14A in connection with the registrant’s 2022 Annual Meeting of Stockholders, which will be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10‑K. Such Proxy Statement will be filed with the SEC not later than 120 days following the end of the registrant’s fiscal year ended December 31, 2021. | ||
Entity Central Index Key | 0001386570 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 688 |
Auditor Name | Marcum LLP |
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents, including restricted cash of $0.2 million for both periods presented | $ 28,219 | $ 16,697 |
Trade receivables, net of allowances of $65 and $189, respectively; Including receivables from Related Party of $2.1 million and $0.9 million, respectively. | 5,226 | 2,694 |
Inventories | 13,601 | 11,683 |
Prepaid expenses and other assets | 1,859 | 1,145 |
Total current assets | 48,905 | 32,219 |
Leasehold improvements and equipment, net | 3,003 | 3,206 |
Intangible assets, net | 857 | 1,082 |
Right-of-use assets | 4,352 | 1,226 |
Other long-term assets | 723 | 625 |
Total assets | 57,840 | 38,358 |
Current liabilities | ||
Accounts payable | 10,423 | 9,445 |
Accrued expenses | 6,481 | 6,133 |
Current maturities of operating lease obligations | 528 | 589 |
Current maturities of finance lease obligations | 20 | 31 |
Customer deposits | 161 | 278 |
Total current liabilities | 17,613 | 16,476 |
Deferred revenue | 4,346 | 4,441 |
Operating lease obligations, less current maturities | 4,154 | 997 |
Finance lease obligations, less current maturities | 0 | 20 |
Total liabilities | 26,113 | 21,934 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Common stock, $0.001 par value; authorized 150,000 shares; 68,126 shares and 61,881 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively. | 68 | 62 |
Additional paid-in capital | 200,614 | 158,190 |
Accumulated deficit | (168,953) | (141,825) |
Cumulative translation adjustments | (2) | (3) |
Total stockholders' equity | 31,727 | 16,424 |
Total liabilities and stockholders' equity | $ 57,840 | $ 38,358 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Restricted cash | $ 200 | $ 200 |
Trade receivables, allowance | 65 | 189 |
Receivables from Related Party | $ 2,100 | $ 900 |
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock authorized (in shares) | 150,000 | 150,000 |
Common stock issued (in shares) | 68,126 | 61,881 |
Common stock outstanding (in shares) | 68,126 | 61,881 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Sales, net | $ 67,449 | $ 59,257 |
Cost of sales | 25,959 | 23,983 |
Gross profit | 41,490 | 35,274 |
Operating expenses: | ||
Sales and marketing | 28,352 | 20,948 |
Research and development | 3,832 | 3,415 |
General and administrative | 36,379 | 30,765 |
Total operating expenses | 68,563 | 55,128 |
Operating loss | (27,073) | (19,854) |
Interest expense, net | (55) | (71) |
Net loss | $ (27,128) | $ (19,925) |
Basic loss per common share (in dollars per share) | $ (0.40) | $ (0.33) |
Diluted loss per common share (in dollars per share) | $ (0.40) | $ (0.33) |
Basic weighted average common shares outstanding (in shares) | 67,185 | 61,067 |
Diluted weighted average common shares outstanding (in shares) | 67,185 | 61,067 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Cumulative Translation Adjustments |
Beginning balance (in shares) at Dec. 31, 2019 | 59,562 | ||||
Beginning balance at Dec. 31, 2019 | $ 20,445 | $ 60 | $ 142,285 | $ (121,900) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net of offering costs (in shares) | 1,225 | ||||
Issuance of common stock, net of offering costs | 4,856 | $ 1 | 4,855 | ||
Exercise of stock options (in shares) | 1,094 | ||||
Exercise of stock options | 4,115 | $ 1 | 4,114 | ||
Share-based compensation | 6,936 | 6,936 | |||
Translation adjustment | (3) | (3) | |||
Net loss | (19,925) | (19,925) | |||
Ending balance (in shares) at Dec. 31, 2020 | 61,881 | ||||
Ending balance at Dec. 31, 2020 | 16,424 | $ 62 | 158,190 | (141,825) | (3) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net of offering costs (in shares) | 4,059 | ||||
Issuance of common stock, net of offering costs | 26,740 | $ 4 | 26,736 | ||
Exercise of stock options (in shares) | 2,186 | ||||
Exercise of stock options | 9,495 | $ 2 | 9,493 | ||
Share-based compensation | 6,195 | 6,195 | |||
Translation adjustment | 1 | 1 | |||
Net loss | (27,128) | (27,128) | |||
Ending balance (in shares) at Dec. 31, 2021 | 68,126 | ||||
Ending balance at Dec. 31, 2021 | $ 31,727 | $ 68 | $ 200,614 | $ (168,953) | $ (2) |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Equity (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Offering costs | $ 0.4 | $ 0.1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows From Operating Activities | ||
Net loss | $ (27,128) | $ (19,925) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of leasehold improvements and equipment | 890 | 871 |
Amortization of intangibles | 225 | 243 |
Amortization of right of use assets | 511 | 399 |
Share-based compensation expense | 6,195 | 6,936 |
Provision for doubtful trade receivables | 46 | 36 |
Loss from investment in long-term assets | 0 | 395 |
Loss from impairment of intangibles | 0 | 4 |
Non-cash financing costs | 108 | 94 |
Changes in operating assets and liabilities: | ||
Trade receivables | (2,578) | (555) |
Inventories | (1,918) | (148) |
Implementation costs for cloud computing arrangement | (278) | (142) |
Prepaid expenses and other assets | (810) | (427) |
Accounts payable | 978 | (181) |
Accrued expenses | 348 | 1,717 |
Deferred revenue | (95) | 568 |
Customer deposits and other | (116) | 106 |
Principal payments on operating leases | (541) | (591) |
Net cash used in operating activities | (24,163) | (10,600) |
Cash Flows From Investing Activities | ||
Purchases of leasehold improvements and equipment | (409) | (124) |
Purchases of intangible assets | 0 | (18) |
Investment in other long-term assets | 0 | (23) |
Net cash used in investing activities | (409) | (165) |
Cash Flows From Financing Activities | ||
Proceeds from issuance of common stock, net | 26,740 | 4,856 |
Proceeds from exercise of stock options | 9,495 | 4,115 |
Payment of debt issuance costs | (110) | (49) |
Principal payments on finance leases | (31) | (272) |
Net cash provided by financing activities | 36,094 | 8,650 |
Net increase (decrease) in cash and cash equivalents | 11,522 | (2,115) |
Cash and cash equivalents, including restricted cash of $0.2 million for both 2021 and 2020 - beginning of period | 16,697 | 18,812 |
Cash and cash equivalents, including restricted cash of $0.2 million for both 2021 and 2020 - end of period | 28,219 | 16,697 |
Supplemental Disclosures of Cash Flow Information | ||
Cash payments for interest on finance leases | 1 | 13 |
Supplemental Schedule of Noncash Operating Activity | ||
Right-of-use assets and operating lease obligations incurred for entering into lease amendment | 3,637 | 734 |
Supplemental Schedule of Noncash Investing Activity | ||
Financing lease obligation incurred for purchase of computer equipment and software | 0 | 47 |
Retirement of fully depreciated equipment - cost | 0 | 5 |
Retirement of fully depreciated equipment - accumulated depreciation | $ 0 | $ 5 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2021 | Oct. 18, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Cash Flows [Abstract] | ||||
Restricted cash | $ 0.2 | $ 0.2 | $ 0.2 | $ 0.2 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business ChromaDex Corporation and its wholly owned subsidiaries, ChromaDex, Inc., ChromaDex Analytics, Inc., ChromaDex Asia Limited, ChromaDex Europa B.V. and ChromaDex Sağlik Ürünleri Anonim Şirketi (collectively, “ChromaDex”, the “Company”) are a global bioscience company dedicated to healthy aging. The ChromaDex team, which includes world-renowned scientists, is pioneering research on nicotinamide adenine dinucleotide (NAD+), an essential coenzyme which is found in every cell of human bodies and levels of which decline with age. ChromaDex is the innovator behind NAD+ precursor nicotinamide riboside (NR), commercialized as the flagship ingredient NIAGEN®. Nicotinamide riboside and other NAD+ precursors are protected by ChromaDex’s patent and/or licensed rights portfolio. ChromaDex delivers NIAGEN® as the sole active ingredient in its consumer product TRU NIAGEN®. The Company also has an analytical reference standards and services segment, which focuses on natural product fine chemicals, known as phytochemicals, and related chemistry services. On January 15, 2021, Healthspan Research, LLC was dissolved. Prior to its dissolution, Healthspan Research, LLC contributed its assets and liabilities to ChromaDex Inc. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | Liquidity The Company incurred a net loss of approximately $27.1 million for the year ended December 31, 2021. As of December 31, 2021, cash and cash equivalents totaled approximately $28.2 million which includes restricted cash of approximately $0.2 million. On December 11, 2021, the Company amended its financing agreement with Western Alliance Bank increasing the aggregate principal amount available under the line of credit from $7.0 million to $10.0 million, subject to the terms and conditions of the agreement, and extended the maturity date to November 12, 2023, among other amendments. For more information, see Note 9, Line of Credit. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Significant accounting policies are as follows: Basis of presentation: The financial statements and accompanying notes have been prepared on a consolidated basis and reflect the consolidated financial position of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated from these financial statements. The Company’s fiscal year ends on December 31. Reclassifications : Certain prior period results have been reclassified to be consistent with the current period presentation. Use of accounting estimates : The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Revenue recognition : The Company recognizes sales and the related cost of sales when the performance obligations are satisfied. The performance obligations are typically satisfied upon shipment of physical goods or as the services are performed over time. In addition to the satisfaction of the performance obligations, the following conditions are required for revenue recognition: an arrangement exists, there is a fixed price, and collectability is reasonably assured. Discounts, returns and allowances related to sales, including an estimated reserve for the returns and allowances, are recorded as reduction of revenue. The Company accounts for shipping and handling activities performed as cost of sales under a fulfillment cost and any fee received for shipping and handling as part of the transaction price and recognize revenue when control of the good transfers. Shipping and handling fees billed to customers included in net sales for the periods indicated are as follows: Year Ended December 31, (In thousands) 2021 2020 Shipping and handling fees billed $ 336 $ 278 Taxes collected from customers and remitted to governmental authorities are excluded from revenue, which is presented on a net basis in the statement of operations. Restricted cash : The Company classifies cash as restricted if the withdrawal or its usage is restricted for more than three months. In connection with the lease agreement for office space located in Los Angeles, California, the Company delivered a letter of credit issued by a bank to the landlord in the amount of $0.2 million. The issuing bank required collateral for the letter of credit and the Company made a deposit covering the letter of credit amount with the issuing bank. The letter of credit was renewed on October 18, 2021 and currently expires on October 18, 2022. The Los Angeles, California office lease currently expires in March 2027. Trade receivables, net : Trade receivables are carried at original invoice amount less an estimate made for doubtful receivables based on monthly and quarterly reviews of all outstanding amounts. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. Credit risk : Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade receivables. Cash and cash equivalents, consist of bank deposits or highly liquid investment-grade debt instruments with an original maturity of three months of less when purchased pursuant to the Company’s investment policy. U.S. bank accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of December 31, 2021, the Company had approximately $26.0 million in uninsured cash deposits in U.S. bank accounts. The Company, however, believes it has very little credit risk exposure for its cash and cash equivalents. All uninsured U.S. bank deposits are held at high quality credit institutions. The Company’s trade receivables are derived from sales to its customers. The Company assess credit risk of its customers through quantitative and qualitative analysis. From this analysis, the Company establishes credit limits and manages the risk exposure. The Company, however, incurs credit losses due to bankruptcy or other failure of the customer to pay. Inventories : Inventories are comprised of work in process and finished goods. They are stated at the lower of cost, determined by the first-in, first-out method, or net realizable value. The inventory on the balance sheet is recorded net of valuation allowances. Labor and overhead has been added to inventory that was manufactured or characterized by the Company. The Company’s normal operating cycle for reference standards is currently longer than one year. The Company regularly reviews inventories on hand and reduces the carrying value for slow-moving and obsolete inventory, inventory not meeting quality standards and inventory subject to expiration. The reduction of the carrying value for slow-moving and obsolete inventory is based on current estimates of future product demand, market conditions and related management judgment. Any significant unanticipated changes in future product demand or market conditions that vary from current expectations could have an impact on the value of inventories. Intangible assets : Intangible assets include licensing rights and are accounted for based on the fair value of consideration given or the fair value of the net assets acquired, whichever is more reliable. Intangible assets with finite useful lives are amortized using the straight-line method over a period of 10 years, or, for licensed patent rights, the remaining term of the patents underlying licensing rights (considered to be the remaining useful life of the license), whichever is shorter. The useful lives of subsequent milestone payments that are capitalized are the remaining useful life of the initial licensing payment that was capitalized. Leasehold improvements and equipment, net : Leasehold improvements and equipment are comprised of leasehold improvements, laboratory equipment, furniture and fixtures, computer equipment, construction in progress and implementations costs for cloud computing arrangement. Leasehold improvements and equipment are carried at cost and depreciated on the straight-line method over the lesser of the estimated useful life of each asset or lease term. Implementation costs related to a cloud computing arrangement are deferred or expensed as incurred, in accordance with the Accounting Standards Update (ASU) 2018-15. Depreciation on equipment under finance lease is included with depreciation on owned assets. Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. Long-lived assets are reviewed for impairment on a periodic basis and when changes in circumstances indicate the possibility that the carrying amount may not be recoverable. Long-lived assets are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. If the forecast of undiscounted future cash flows is less than the carrying amount of the assets, an impairment charge would be recognized to reduce the carrying value of the assets to fair value. If a possible impairment is identified, the asset group’s fair value is measured relying primarily on a discounted cash flow methodology. Customer deposits : Customer deposits represent cash received from customers in advance of product shipment or delivery of services. Income taxes : Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has not recorded a reserve for any tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company files tax returns in all appropriate jurisdictions, which include a U.S. federal tax return and various state tax returns. Open tax years for these jurisdictions are 2018 to 2021, which statutes expire in 2022 to 2025, respectively. When and if applicable, potential interest and penalty costs are accrued as incurred, with expenses recognized in general and administrative expenses in the statements of operations. As of December 31, 2021, the Company has no liability for unrecognized tax benefits. Research and development costs: Research and development costs consist of direct and indirect costs associated with clinical trials, product development and process development expenses. These costs are expensed as incurred. Advertising: The Company expenses the production costs of advertising the first time the advertising takes place. Advertising expense for the years ended December 31, 2021 and 2020 were approximately $12.5 million and $7.4 million, respectively. Share-based compensation : The Company has a 2017 Equity Incentive Plan under which the Board of Directors may grant restricted stock or stock options to employees and non-employees. The accounting treatment for share-based payments to employees and non-employees is substantially equivalent. Share-based compensation cost is recorded for all option grants and awards of non-vested stock based on the grant date fair value of the award, and is recognized over the service period required for the award. Prior to October 1, 2018, share-based compensation cost for non-employees was remeasured over the vesting term as earned. The fair value of the Company’s stock options is estimated at the date of grant using the Black-Scholes based option valuation model. For the expected term, the Company uses SEC Staff Accounting Bulletin No. 107 simplified method for “plain vanilla” options with following characteristics: (i) the share options are granted at the market price on the grant date; (ii) exercisability is conditional on performing service through the vesting date on most options; (iii) if an employee terminates service prior to vesting, the employee would forfeit the share options; (iv) if an employee terminates service after vesting, the employee would have 30 to 90 days to exercise the share options; and (v) the share options are nontransferable and nonhedgeable. The volatility assumption is based on the historical volatility of the Company’s common stock with an equivalent remaining expected term. The dividend yield assumption is based on the Company’s history and expectation of future dividend payouts on the common stock. The risk-free interest rate is based on the implied yield available on U.S. treasury zero-coupon issues with an equivalent remaining expected term. Market conditions that affect vesting of stock options are considered in the grant-date fair value. The issues surrounding the valuation for such awards can be complex and consideration needs to be given for how the market condition should be incorporated into the valuation of the award. The Company considers using other valuation techniques, such as Monte Carlo simulations based on a lattice approach, to value awards with market conditions. For option grants without performance conditions, the Company recognizes compensation expense over the requisite service period ratably, recognizing expense for each tranche of each grant starting on the grant date. For stock options that have both service and performance conditions, the Company recognizes compensation expense using the graded attribution method. Compensation expense for stock options with performance conditions is recognized only for those awards expected to vest. The Company recognizes forfeitures when they occur. Fair Value Measurement: The Company follows the provisions of the accounting standard which defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. Fair value measurements are based on a three-tier hierarchy that prioritizes the use of observable inputs and minimizes the use on unobservable inputs. These tiers include: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. The fair value of cash and cash equivalents of $28.2 million and $16.7 million as of December 31, 2021 and 2020, respectively, is derived using Level 1 inputs. Financial instruments : The estimated fair value of financial instruments has been determined based on the Company’s assessment of available market information and appropriate valuation methodologies. The fair value of the Company’s financial instruments that are included in current assets and current liabilities approximates their carrying value due to their short-term nature. The carrying amounts reported in the balance sheet for capital lease obligations are present values of the obligations, excluding the interest portion. Accounting Standards Recently Issued but Not Yet Adopted by the Company: In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard’s main goal is to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope. The new guidance represents significant changes to accounting for credit losses: (i) full lifetime expected credit losses will be recognized upon initial recognition of an asset in scope; (ii) the current incurred loss impairment model that recognizes losses when a probable threshold is met will be replaced with the expected credit loss impairment method without recognition threshold; and (iii) the expected credit losses estimate will be based upon historical information, current conditions, and reasonable and supportable forecasts. ASU 2016-13 introduces two distinctive credit loss impairment models: (i) current expected credit loss impairment model (Subtopic 326-20) applicable to financial assets measured at amortized cost; and (ii) available-for-sale debt securities impairment model (Subtopic 326-30). ASU 2016-13 is effective for public entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Public entities that qualify as a smaller reporting company can elect to defer compliance effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements. |
Loss Per Share Applicable to Co
Loss Per Share Applicable to Common Stockholders | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share Applicable to Common Stockholders | Loss Per Share Applicable to Common Stockholders The following table sets forth the computations of loss per share amounts applicable to common stockholders for the periods indicated. Year Ended December 31, (In thousands, except per share data) 2021 2020 Net loss $ (27,128) $ (19,925) Basic and diluted loss per common share $ (0.40) $ (0.33) Basic and diluted weighted average common shares outstanding (1): 67,185 61,067 Potentially dilutive securities (2): Stock options 10,536 11,914 Restricted stock units 115 — (1) Includes approximately 0.2 million nonvested shares of restricted stock for the years ended December 31, 2021 and 2020 which are participating securities that feature voting and dividend rights. (2) Excluded from the computation of loss per share as their impact is antidilutive. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | InventoriesThe Company's major classes of inventory and corresponding balances for the periods indicated are as follows: December 31, (In thousands) 2021 2020 Consumer Products - Finished Goods $ 6,823 $ 2,358 Consumer Products - Work in Process 4,131 5,718 Bulk ingredients 2,131 3,065 Reference standards 516 542 Inventories $ 13,601 $ 11,683 |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets for the periods indicated consisted of the following: December 31, (In thousands, except years) Weighted Average 2021 2020 Healthspan Research LLC Acquisition 10 $ 1,346 $ 1,346 License agreements and other 9 1,643 1,643 Less: Accumulated amortization (2,132) (1,907) Intangible assets, net $ 857 $ 1,082 For the years ended December 31, 2021 and 2020, amortization expense was approximately $225,000 and $243,000, respectively. Estimated amortization expense for each of the years ending December 31 is as follows: (In thousands) Year Amount 2022 $ 186 2023 158 2024 154 2025 151 2026 151 Thereafter 57 $ 857 |
Leasehold Improvements and Equi
Leasehold Improvements and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Leasehold Improvements and Equipment, Net | Leasehold Improvements and Equipment, Net Leasehold improvements and equipment for the periods indicated consisted of the following: December 31, (In thousands) 2021 2020 Laboratory equipment $ 3,281 $ 2,967 Leasehold improvements 2,387 2,357 Computer equipment 814 751 Implementation costs - cloud computing arrangements 771 582 Furniture and fixtures 203 201 Construction in progress 91 2 7,547 6,860 Less: Accumulated depreciation (4,544) (3,654) Leasehold improvements and equipment, net $ 3,003 $ 3,206 three |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases Operating Leases During the second quarter of 2021, the Company amended its existing lease in Los Angeles, California. In accordance with Accounting Standards Codification (ASC) 842, the amended lease agreement is considered to be modified and subject to lease modification guidance. The right-of-use (ROU) asset and lease liability related to the agreement were remeasured based on the change in the lease conditions such as rent payment and lease terms. The fair value of the increase in related lease liability and ROU asset is estimated to be approximately $2.2 million. The amended lease now extends through March 31, 2027 and provides one option to extend for an additional five years. During the fourth quarter of 2021, the Company entered into a new lease agreement to lease office space in Tustin, California. The Tustin office space will replace the Company’s current office space located in Irvine, California. The lease extends through June 30, 2028, providing one option to extend for an additional five years. The fair value of the increase in related lease liability and ROU asset is estimated to be approximately $1.4 million. As of December 31, 2021 and 2020, the Company had ROU assets of $4.4 million and $1.2 million, respectively, and corresponding operating lease liabilities of $4.7 million and $1.6 million, respectively. The components of operating lease expense for the periods indicated are as follows: Year Ended December 31, (In thousands) 2021 2020 Operating leases Operating lease expense $ 625 $ 501 Variable lease expense 195 182 Operating lease expense 820 683 Short-term lease rent expense 249 253 Total expense $ 1,069 $ 936 As of December 31, 2021, the weighted average remaining lease term for operating leases is 5.2 years and the weighted average discount rate used to determine the operating lease liabilities is 5.9%. Future minimum lease payments under operating leases as of December 31, 2021 are as follows: (In thousands) Year Amount 2022 $ 694 2023 949 2024 1,159 2025 1,141 2026 906 Thereafter 677 Total 5,526 Less: Present value discount (844) Present value of total operating lease liabilities 4,682 Less: Current portion (528) Long-term obligations under operating leases $ 4,154 |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2021 | |
Line of Credit Facility [Abstract] | |
Line of Credit | Line of Credit On November 12, 2019, the Company entered into a business financing agreement with Western Alliance Bank (Credit Agreement), to establish a formula based revolving credit line. On December 11, 2021, the Company amended the Credit Agreement to increase the aggregate principal amount available to the Company from $7.0 million to $10.0 million subject to the terms and conditions of the agreement, as amended, and extended the maturity date to November 12, 2023. The amendment also reduced the interest rate to be calculated at a floating rate per month equal to (a) the greater of 3.25% per year (previously 4.75% per year) or (ii) the Prime Rate published by The Wall Street Journal, plus (b) 1.50 percentage points, plus an additional 5.00 percentage points during any period that an event of default has occurred and is continuing. As of December 31, 2021 the interest rate was 4.75% and the Company had no outstanding debt under this line of credit arrangement. If the Company draws from the line of credit, the Company’s obligations under the Credit Agreement are secured by a security interest in substantially all of the Company’s current and future personal property assets, including intellectual property. Any borrowings, interest or other fees or obligations that the Company owes will become due and payable on the maturity date. The Credit Agreement includes quick ratio and minimum liquidity financial covenants. The Company is also subject to a number of affirmative and restrictive covenants, including covenants regarding delivery of financial statements, maintenance of inventory, payment of taxes, maintenance of insurance, dispositions of property, business combinations or acquisitions and incurrence of additional indebtedness, among other customary covenants. The Company was in compliance with all covenants as of December 31, 2021. Debt Issuance Costs For the years ended December 31, 2021 and 2020, the Company incurred debt issuance costs of approximately $110,000 and $49,000, respectively, in connection with this line of credit arrangement and had an unamortized balance of approximately $59,000 as of December 31, 2021. For the line of credit arrangement, the Company elected a policy to keep the debt issuance costs as an asset, regardless of whether an amount is drawn. The remaining unamortized deferred asset will be amortized over the remaining life of the line of credit arrangement. |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue | Deferred Revenue In December 2018, the Company entered into a supply agreement with Nestec Ltd. (Nestlé), pursuant to which Nestlé is the exclusive customer for NIAGEN® for human use in the (i) medical nutritional and (ii) functional food and beverage categories in certain territories. As consideration for the rights granted to Nestlé, the Company received an upfront fee of $4.0 million in January 2019. In December 2020, the Company also received $1.0 million for the launch of product in certain territory pursuant to the supply agreement. The Company determined that both the $4.0 million upfront fee and the $1.0 million product launch fee are treated as advance payments for future performance obligations, and utilized output method to recognize the allocated transaction price for this performance obligation as products are supplied over the duration of the exclusivity period. In utilizing output method, the Company estimated total delivery volume based on forecast inputs received from Nestlé on expected purchases of NIAGEN® over the course of the supply agreement. Revenue recognized from deferred revenue and the corresponding deferred revenue balance for the periods indicated is as follows: (In thousands) Year Ended December 31, At December 31, 2021 2020 2021 2020 Revenue recognized from deferred revenue $ 95 $ 432 Deferred revenue balance $ 4,346 $ 4,441 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes A reconciliation of income taxes computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is summarized as follows: Year Ended December 31, 2021 2020 Federal income tax expense at statutory rate (21.0) % (21.0) % State income tax, net of federal benefit (4.8) (5.7) Permanent differences (1.8) 1.4 Change in state tax rate (0.1) (0.1) Changes of state net operating losses 2.8 (0.3) Change in stock options and restricted stock (4.9) 0.3 Change in valuation allowance 29.8 25.2 Other — 0.2 Effective tax rate 0.0 % 0.0 % The Company's deferred tax assets and liabilities for the periods indicated are summarized below: December 31, (In thousands) 2021 2020 Deferred tax assets: Net operating loss carryforward $ 36,136 $ 28,496 Stock options and restricted stock 4,805 5,051 Interest expense 244 220 Inventory reserve 399 272 Allowance for doubtful accounts 17 50 Accrued expenses 1,073 1,190 Deferred revenue 880 5 Leasehold improvements and equipment 74 32 Intangibles 95 85 Operating leases 85 96 43,808 35,497 Less: Valuation allowance (43,363) (35,244) Total deferred tax assets 445 253 Deferred tax liabilities: Prepaid expenses (445) (253) Total deferred tax liabilities (445) (253) Net deferred tax assets (liabilities) $ — $ — As of December 31, 2021 and 2020, the Company maintained a full valuation allowance against the entire deferred income tax balance which resulted in an effective tax rate of 0% for both of the years ended December 31, 2021, and 2020. The Company increased its valuation allowance by approximately $8.1 million to $43.3 million as of December 31, 2021 from $35.2 million as of December 31, 2020. For fiscal year 2021, the Company identified no U.S. tax on global intangible low-taxed income (GILTI) due to a loss. As of December 31, 2021, the Company’s net operating loss (NOL) carryforwards for federal and state income tax purposes are approximately $138.1 million and $106.6 million, respectively, portions of which begin to expire in the years ending December 31, 2023 and 2022, respectively. The Company’s federal NOL carryforward of $98.1 million generated in tax years beginning after December 31, 2017 may be carried forward indefinitely but the deductibility of such NOL carryforwards in taxable years beginning after December 31, 2020, is limited to 80% of taxable income. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other provisions, increases the limitation on the allowed business interest expense deduction from 30% to 50% of adjusted taxable income for tax years beginning January 1, 2019 and 2020 and allows businesses to immediately expense the full cost of Qualified Improvement Property, retroactive to tax years beginning on or after January 1, 2018 . Additionally, the CARES Act permits NOL carryforwards and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The CARES Act has not materially impacted the Company’s income tax provision. Under the Internal Revenue Code of 1986, as amended (the Code), certain ownership changes may subject the Company to annual limitations on the utilization of its net operating loss carryforwards. The Company determined that stock issued during fiscal year 2021 did not create a change in control under the Section 382 of the Code. The Company will continue to analyze the potential impact of any additional transactions undertaken upon the utilization of the net operating losses on a go forward basis. The Company is currently not under examination by the Internal Revenue Service or any other major income tax jurisdiction. The Company has not identified any material uncertain tax positions requiring a reserve as of December 31, 2021 or December 31, 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The sale of consumer products to related parties and corresponding receivable balances for the periods indicated are as follows: Net Sales Trade Receivable as of Year Ended December 31, December 31, 2021 2020 2021 2020 A.S. Watson Group* $9.3 million $7.7 million $2.1 million $0.9 million Horizon Ventures* (1) — $1.6 million — — Total $9.3 million $9.3 million $2.1 million $0.9 million *A.S. Watson Group and Horizon Ventures are related parties through common ownership of an enterprise that beneficially owns more than 10% of the common stock of the Company. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Stock Option Plans The Company grants awards to recipients through the 2017 Equity Incentive Plan, as amended (the 2017 Plan), which was approved by stockholders and the Board of Directors. The 2017 Plan provided for the issuance of shares that total no more than the sum of (i) 14,500,000 new shares, (ii) approximately 384,000 unallocated shares remaining available for the grant of new awards under the Second Amended and Restated 2007 Equity Incentive Plan, (iii) any returning shares such as forfeited, cancelled, or expired shares and (iv) 500,000 shares pursuant to an inducement award. The number of shares available to be issued under the 2017 Plan will be reduced by (i) one share for each share that relates to an option or stock appreciation right award and (ii) 1.5 shares for each share which relates to an award other than a stock option or stock appreciation right award (a full-value award). As of December 31, 2021, there were approximately 5.0 million remaining shares available for issuance under this plan. Options expire 10 years from the date of grant. General Vesting Conditions The Company’s stock options and restricted stock unit awards are generally subject to a one-year cliff vesting period after which 1/3 of the shares vest with the remaining shares vesting ratably over a two-year period subject to the passage of time. Restricted stock awards granted by the Company to employees have vesting conditions that are unique to each award. Additionally, certain stock option awards are market or performance based and vest based on certain triggering events established by the Compensation Committee. Stock Options The fair value of the Company’s stock options that are not market or performance based was estimated at the date of grant using the Black-Scholes based option valuation model. The table below outlines the weighted average assumptions for options granted during the periods indicated: Year Ended December 31, Weighted Average: 2021 2020 Expected term (years) 5.8 5.8 Volatility 75 % 67 % Risk-free rate 1 % 1 % Dividend Yield 0 % 0 % Service Period Based Stock Options The majority of options granted by the Company are comprised of service based options. These options vest ratably over a defined period following grant date after a passage of a service period. The following table summarizes activity of service period-based stock options during the periods indicated: (In thousands except per-share data and remaining contractual term) Number of Options Weighted Average Aggregate Intrinsic Value Exercise Price Remaining Contractual Term (Years) Outstanding at December 31, 2019 9,509 $ 3.86 6.9 $ 6,315 Options Granted 3,609 4.18 Options Exercised (1,052) 3.84 1,271 Options Forfeited / Expired (1,233) 3.98 Outstanding at December 31, 2020 10,833 $ 3.96 6.8 $ 10,472 Options Granted 1,724 8.67 Options Exercised (2,146) 4.34 13,301 Options Forfeited / Expired (916) 4.83 Outstanding at December 31, 2021 9,495 $ 4.65 6.5 $ 2,452 * Exercisable at December 31, 2021 6,828 $ 3.77 5.5 $ 2,256 * *The aggregate intrinsic values in the table above are based on the Company’s stock price of $3.74, which is the closing price of the Company’s stock on the last day of business for the period ended December 31, 2021 Performance Based Stock Options The Company also grants stock option awards that are performance based and vest based on the achievement of certain criteria established from time to time by the Compensation Committee. If these performance criteria are not met, the compensation expenses are not recognized and the expenses that have been recognized will be reversed. The following table summarizes activity of performance based stock options during the periods indicated: (In thousands except per-share data and remaining contractual term) Number of Shares Weighted Average Aggregate Intrinsic Value Exercise Price Remaining Contractual Term (Years) Outstanding at December 31, 2019 42 $ 1.89 3.1 $ 101 Options Granted 164 4.34 Options Exercised (42) 1.89 100 Options Forfeited (83) 4.34 Outstanding at December 31, 2020 81 $ 4.34 3.1 $ 37 Options Granted — — Options Exercised (40) 4.34 401 Options Forfeited — — Outstanding and Exercisable at December 31, 2021 41 $ 4.34 2.1 $ — * *The aggregate intrinsic values in the table above are based on the Company’s stock price of $3.74, which is the closing price of the Company’s stock on the last day of business for the period ended December 31, 2021 Market Based Stock Options The Company also grants stock option awards that are market based which have vesting conditions associated with a service condition as well as performance of the Company’s stock price. The following table summarizes activity of market based stock options during the periods indicated: (In thousands except per-share data and remaining contractual term) Number of Shares Weighted Average Aggregate Intrinsic Value Exercise Price Remaining Contractual Term (Years) Outstanding at December 31, 2019 1,000 $ 4.24 7.8 $ 70 Options Granted — — Options Exercised — — — Options Forfeited — — Outstanding at December 31, 2020 1,000 $ 4.24 6.8 $ 560 Options Granted — — Options Exercised — — — Options Forfeited — — Outstanding and Exercisable at December 31, 2021 1,000 $ 4.24 5.8 $ — * *The aggregate intrinsic values in the table above are based on the Company’s stock price of $3.74, which is the closing price of the Company’s stock on the last day of business for the period ended December 31, 2021 . Restricted Stock Units The following table summarizes activity of restricted stock units during the periods indicated: (In thousands except per share fair value) Number of Units Weighted Average Fair Value Unvested shares at December 31, 2019 — $ — Granted — — Vested — — Forfeited — — Unvested shares at December 31, 2020 — $ — Granted 135 10.29 Vested — — Forfeited (20) 10.77 Unvested shares at December 31, 2021 115 $ 10.21 Expected to vest as of December 31, 2021 115 $ 10.21 Restricted Stock Awards The following table summarizes activity of restricted stock awards during the periods indicated: (In thousands except per share fair value) Number of Awards Weighted Average Fair Value Unvested shares at December 31, 2019 183 $ 3.25 Granted — — Vested — — Forfeited — — Unvested shares at December 31, 2020 183 $ 3.25 Granted — — Vested — — Forfeited — — Unvested shares at December 31, 2021 183 $ 3.25 Expected to vest as of December 31, 2021 183 $ 3.25 Share-based Compensation Share-based compensation expenses for the years ended December 31, 2021 and December 31, 2020 were as follows: Year Ended December 31, (In thousands) 2021 2020 Share-based compensation expense Cost of sales $ 204 $ 142 Sales and marketing 1,689 1,282 Research and development 877 551 General and administrative 3,425 4,961 Total $ 6,195 $ 6,936 In future periods, the Company expects to recognize approximately $9.4 million and $0.9 million in share-based compensation expense in future periods for unvested options and unvested restricted stock units, respectively, that were outstanding as of December 31, 2021. Future share-based compensation expense will be recognized over 2.0 and 2.3 weighted average years for unvested options and restricted stock units, respectively. |
Stock Issuance
Stock Issuance | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stock Issuance | Stock Issuance On February 20, 2021, the Company entered into a Securities Purchase Agreement with EverFund (the Financing) pursuant to which the Company agreed to sell and issue approximately 3.8 million shares of common stock at a price of $6.50 per share. On February 23, 2021, the Company closed the Financing and received proceeds of $24.9 million, net of offering costs of $0.1 million . During June 2021, the Company sold an aggregate of 0.2 million shares of common stock under the ATM Facility and received proceeds of $1.9 million, net of offering costs and commissions of $0.3 million, at an average price of $10.56 per share. For additional information related to the ATM facility and transaction see Note 2, Liquidity . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase obligations From time to time, the Company enters into purchase obligations with vendors for goods and services required in its operations. The Company’s purchase obligations for good and services primarily consist of inventory. Future minimum payments under purchase obligations as of December 31, 2021 are as follows: (In thousands) Year Amount 2022 $ 19,710 2023 3,500 $ 23,210 Royalty The Company has various licensing agreements with leading research universities and other patent holders, pursuant to which the Company acquired patents related to certain products the Company offers to its customers. These agreements afford for royalty payments based on contractual minimums and expire at various dates. In addition, the Company is required to pay a range of 1% to 5% of sales related to the licensed products under these agreements. Total royalty expenses including license maintenance fees for the years ended December 31, 2021 and 2020 were approximately $1.8 million and $1.9 million, respectively, under these agreements. As of December 31, 2021, future minimum royalties including license maintenance fees for the next five years are as follows: (In thousands) Year Amount 2022 $ 418 2023 419 2024 430 2025 417 2026 369 $ 2,053 Legal proceedings 1. Elysium Health, LLC (A) California Action On December 29, 2016, ChromaDex filed a complaint in the United States District Court for the Central District of California, naming Elysium Health, Inc. (together with Elysium Health, LLC, “Elysium”) as defendant (Complaint). On January 25, 2017, Elysium filed an answer and counterclaims in response to the Complaint (together with the Complaint, the “California Action”). Over the course of the California Action, the parties have each filed amended pleadings several times and have each engaged in several rounds of motions to dismiss and one round of motion for judgment on the pleadings with respect to various claims. Most recently, on November 27, 2018, ChromaDex filed a fifth amended complaint that added an individual, Mark Morris, as a defendant. Elysium and Morris (Defendants) moved to dismiss on December 21, 2018. The court denied Defendants’ motion on February 4, 2019. Defendants filed their answer to ChromaDex’s fifth amended complaint on February 19, 2019. ChromaDex filed an answer to Elysium’s restated counterclaims on March 5, 2019. Discovery closed on August 9, 2019. On August 16, 2019, the parties filed motions for partial summary judgment as to certain claims and counterclaims. The parties filed opposition briefs on August 28, 2019, and reply briefs on September 4, 2019. On October 9, 2019, among other things, the court vacated the previously scheduled trial date, ordered supplemental briefing with respect to certain issues related to summary judgment. Elysium filed its opening supplemental brief on October 30, 2019, ChromaDex filed its opening supplemental brief on November 18, 2019, and Elysium filed a reply brief on November 27, 2019, and the court heard argument on January 13, 2020. On January 16, 2020, the court granted both parties’ motions for summary judgment in part and denied both in part. On ChromaDex’s motion, the court granted summary judgment in favor of ChromaDex on Elysium’s counterclaims for (i) breach of contract related to manufacturing NIAGEN® according to the defined standard, selling NIAGEN and ingredients that are substantially similar to pterostilbene to other customers, distributing the NIAGEN® product specifications, and failing to provide information concerning the quality and identity of NIAGEN®, and (ii) breach of the implied covenant of good faith and fair dealing. The court denied summary judgment on Elysium’s counterclaims for (i) fraudulent inducement of the Trademark License and Royalty Agreement, dated February 3, 2014, by and between ChromaDex and Elysium (License Agreement), (ii) patent misuse, and (iii) unjust enrichment. On Elysium’s motion, the court granted summary judgment in favor of Elysium on ChromaDex’s claim for damages related to $110,000 in avoided costs arising from documents that Elysium used in violation of the Supply Agreement, dated February 3, 2014, by and between ChromaDex and Elysium, as amended (NIAGEN® Supply Agreement). The court denied summary judgment on Elysium’s counterclaim for breach of contract related to certain refunds or credits to Elysium. The court also denied summary judgment on ChromaDex’s breach of contract claim against Morris and claims for disgorgement of $8.3 million in Elysium’s resale profits, $600,000 for a price discount received by Elysium, and $684,781 in Morris’s compensation. Following the court’s January 16, 2020 order, ChromaDex’s claims asserted in the California Action, among other allegations, were that (i) Elysium breached the Supply Agreement, dated June 26, 2014, by and between ChromaDex and Elysium (pTeroPure® Supply Agreement), by failing to make payments to ChromaDex for purchases of pTeroPure® and by improper disclosure of confidential ChromaDex information pursuant to the pTeroPure® Supply Agreement, (ii) Elysium breached the NIAGEN® Supply Agreement, by failing to make payments to ChromaDex for purchases of NIAGEN®, (iii) Defendants willfully and maliciously misappropriated ChromaDex trade secrets concerning its ingredient sales business under both the California Uniform Trade Secrets Act and the Federal Defend Trade Secrets Act, (iv) Morris breached two confidentiality agreements he signed by improperly stealing confidential ChromaDex documents and information, (v) Morris breached his fiduciary duty to ChromaDex by lying to and competing with ChromaDex while still employed there, and (vi) Elysium aided and abetted Morris’s breach of fiduciary duty. ChromaDex sought damages and interest for Elysium’s alleged breaches of the NIAGEN® Supply Agreement and pTeroPure® Supply Agreement and Morris’s alleged breaches of his confidentiality agreements, compensatory damages and interest, punitive damages, injunctive relief, and attorney’s fees for Defendants’ alleged willful and malicious misappropriation of ChromaDex’s trade secrets, and compensatory damages and interest, disgorgement of all benefits received, and punitive damages for Morris’s alleged breach of his fiduciary duty and Elysium’s aiding and abetting of that alleged breach. Elysium’s claims alleged in the California Action were that (i) ChromaDex breached the NIAGEN® Supply Agreement by not issuing certain refunds or credits to Elysium, (ii) ChromaDex fraudulently induced Elysium into entering into the License Agreement, (iv) ChromaDex’s conduct constitutes misuse of its patent rights, and (v) ChromaDex was unjustly enriched by the royalties Elysium paid pursuant to the License Agreement. Elysium sought damages for ChromaDex’s alleged breaches of the NIAGEN® Supply Agreement, and compensatory damages, punitive damages, and/or rescission of the License Agreement and restitution of any royalty payments conveyed by Elysium pursuant to the License Agreement, and a declaratory judgment that ChromaDex has engaged in patent misuse. On January 17, 2020, Elysium moved to substitute its counsel. The same day, the court ordered hearing on that motion for January 21, 2020, and granted Elysium’s motion at the hearing. On January 23, 2020, the court issued a scheduling order that, among other things, set trial on the remaining claims to begin on May 12, 2020. On March 19, 2020, in light of the global 2019 coronavirus disease (COVID-19) pandemic and ongoing private mediation efforts, the parties jointly stipulated to adjourn the trial date. The court vacated the trial date on March 20, 2020. The court held a telephonic status conference on June 9, 2020, during which the court indicated that it will reschedule the jury trial as soon as conditions permit. On November 4, 2020, the parties submitted a joint status report indicating that they will propose a new trial date as soon as the court announces that it will resume jury trials. On November 18, 2020, the court set trial to begin on September 21, 2021. On December 11, 2020, Elysium filed a “Notice of Correction of Depositions” related to the depositions of its chief executive officer, Eric Marcotulli, and chief operating officer, Daniel Alminana, both taken in March 2019. On March 8, 2021, based in part on information that Elysium submitted under seal with that notice, ChromaDex filed a motion for sanctions or, in the alternative, reconsideration of the court’s January 16, 2020 order regarding summary judgment, in which ChromaDex moved to dismiss Elysium’s third, fourth, and fifth counterclaims. Elysium’s opposition brief was filed on March 22, 2021. ChromaDex filed its reply brief on March 29, 2021. On April 27, 2021, the court denied ChromaDex, Inc’s motion for terminating sanctions, but concluded that the evidence at issue in the motion will be admissible at trial. The jury trial portion of the case commenced on September 21, 2021. The jury returned a verdict on September 27, 2021. The verdict found (i) Elysium liable for breaches of the NIAGEN® and pTeroPure® Supply Agreements for failing to pay for purchases of the ingredients totaling approximately $3.0 million, (ii) Mark Morris liable for breach of a confidentiality agreement, requiring him to disgorge approximately $17,307, (iii) ChromaDex liable for breaching the NIAGEN® Supply Agreement for not issuing certain refunds or credits to Elysium in the amount of $625,000, and (iv) ChromaDex liable for fraudulent inducement of the Licensing Agreement in the amount of $250,000, along with $1,025,000 in punitive damages arising from the same counterclaim. On January 17, 2022, ChromaDex filed a motion for prejudgment interest on the approximately $3.0 million in damages awarded by the jury for Elysium’s breaches of the NIAGEN® and pTeroPure® Supply Agreements. Elysium’s opposition brief was filed on January 24, 2022, and ChromaDex, Inc.’s reply brief was filed on January 31, 2022. On February 10, 2022, the court denied ChromaDex Inc.’s motion for prejudgment interest. On February 18, 2022, ChromaDex, Inc. and Elysium jointly filed a notice informing the court that ChromaDex, Inc. had filed in the U.S. District Court for the Southern District of New York a motion to enforce a settlement agreement between ChromaDex, Inc. and Elysium that ChromaDex, Inc. asserts would materially affect the California Action. (B) Southern District of New York Action On September 27, 2017, Elysium Health Inc. (Elysium Health) filed a complaint in the United States District Court for the Southern District of New York, against ChromaDex (Elysium SDNY Complaint). Elysium Health alleged in the Elysium SDNY Complaint that ChromaDex made false and misleading statements in a citizen petition to the Food and Drug Administration it filed on or about August 18, 2017. Among other allegations, Elysium Health averred that the citizen petition made Elysium Health’s product appear dangerous, while casting ChromaDex’s own product as safe. The Elysium SDNY Complaint asserted four claims for relief: (i) false advertising under the Lanham Act, 15 U.S.C. § 1125(a); (ii) trade libel; (iii) deceptive business practices under New York General Business Law § 349; and (iv) tortious interference with prospective economic relations. On October 26, 2017, ChromaDex moved to dismiss the Elysium SDNY Complaint on the grounds that, inter alia, its statements in the citizen petition are immune from liability under the Noerr-Pennington Doctrine, the litigation privilege, and New York’s Anti-SLAPP statute, and that the Elysium SDNY Complaint failed to state a claim. Elysium Health opposed the motion on November 2, 2017. ChromaDex filed its reply on November 9, 2017. On October 26, 2017, ChromaDex filed a complaint in the United States District Court for the Southern District of New York against Elysium Health (ChromaDex SDNY Complaint). ChromaDex alleges that Elysium Health made material false and misleading statements to consumers in the promotion, marketing, and sale of its health supplement product, Basis, and asserts five claims for relief: (i) false advertising under the Lanham Act, 15 U.S.C. §1125(a); (ii) unfair competition under 15 U.S.C. § 1125(a); (iii) deceptive practices under New York General Business Law § 349; (iv) deceptive practices under New York General Business Law § 350; and (v) tortious interference with prospective economic advantage. On November 16, 2017, Elysium Health moved to dismiss for failure to state a claim. ChromaDex opposed the motion on November 30, 2017 and Elysium Health filed a reply on December 7, 2017. On November 3, 2017, the Court consolidated the Elysium SDNY Complaint and the ChromaDex SDNY Complaint actions under the caption In re Elysium Health-ChromaDex Litigation, 17-cv-7394, and stayed discovery in the consolidated action pending a Court-ordered mediation. The mediation was unsuccessful. On September 27, 2018, the Court issued a combined ruling on both parties’ motions to dismiss. For ChromaDex’s motion to dismiss, the Court converted the part of the motion on the issue of whether the citizen petition is immune under the Noerr-Pennington Doctrine into a motion for summary judgment, and requested supplemental evidence from both parties, which were submitted on October 29, 2018. The Court otherwise denied the motion to dismiss. On January 3, 2019, the Court granted ChromaDex’s motion for summary judgment under the Noerr-Pennington Doctrine and dismissed all claims in the Elysium SDNY Complaint. Elysium moved for reconsideration on January 17, 2019. The Court denied Elysium’s motion for reconsideration on February 6, 2019, and issued an amended final order granting ChromaDex’s motion for summary judgment on February 7, 2019. The Court granted in part and denied in part Elysium’s motion to dismiss, sustaining three grounds for ChromaDex’s Lanham Act claims while dismissing two others, sustaining the claim under New York General Business Law § 349, and dismissing the claims under New York General Business Law § 350 and for tortious interference. Elysium filed an answer and counterclaims on October 10, 2018, alleging claims for (i) false advertising under the Lanham Act, 15 U.S.C. §1125(a); (ii) unfair competition under 15 U.S.C. § 1125(a); and (iii) deceptive practices under New York General Business Law § 349. ChromaDex answered Elysium’s counterclaims on November 2, 2018. ChromaDex filed an amended complaint on March 27, 2019, adding new claims against Elysium Health for false advertising and unfair competition under the Lanham Act, 15 U.S.C. § 1125(a). On April 10, 2019, Elysium Health answered the amended complaint and filed amended counterclaims, also adding new claims against ChromaDex for false advertising and unfair competition under the Lanham Act, 15 U.S.C. § 1125(a). On July 1, 2019, Elysium Health filed further amended counterclaims, adding new claims under the Copyright Act §§ 106 & 501. On February 9, 2020, ChromaDex filed a motion for leave to amend its complaint to add additional claims against Elysium Health for false advertising and unfair competition. On February 10, 2020, Elysium Health filed a motion for leave to amend its counterclaims to identify allegedly false and misleading statements in ChromaDex’s advertising. Those motions were both granted after respective stipulations. On March 12, 2020, Elysium Health answered the second amended complaint. On March 13, 2020, ChromaDex filed an answer and objection to Elysium Health’s third amended counterclaims. On December 14, 2020, Elysium Health filed a motion to supplement and amend its counterclaims to add claims regarding alleged advertising related to COVID-19, to add an allegation about a change to the ChromaDex website, and to remove its copyright infringement claim under the Copyright Act. On January 19, 2021, the Court denied Elysium Health’s motion to add claims regarding alleged advertising related to COVID-19. The Court granted the unopposed requests to add an allegation about a change to ChromaDex’s website and to remove Elysium’s Copyright Act claim. Pursuant to the Court’s order, Elysium filed fourth amended counterclaims on April 21, 2021. All discovery closed on April 23, 2021. The Court vacated a previously scheduled joint pretrial order and trial date because of COVID-19, and the Court has informed the Parties that trial date will be rescheduled in November or December 2021. Both parties filed dispositive and Daubert motions on June 4, 2021. Opposition papers were filed by both parties on June 25, 2021, and reply papers were filed on July 9, 2021. On January 10, 2022, both parties appeared for oral argument on the dispositive and Daubert motions. On February 3, 2022, ChromaDex reached a settlement agreement with Elysium in order to resolve the SDNY action in its entirety as well as the claims tried to the jury in the Central District of California (the “Settlement Agreement”). Shortly thereafter, before the parties could notify the Court, the Court issued a ruling on the pending dispositive and Daubert motions, dismissing ChromaDex’s SDNY complaint in its entirety on the grounds that ChromaDex’s damages were uncertain, and dismissing some of Elysium’s claims. Elysium then attempted to renege on the Settlement Agreement. ChromaDex thereafter filed a motion to enforce the Settlement Agreement in its entirety on February 16, 2022. Elysium’s opposition to that motion was filed on March 2, 2022, and ChromaDex’s reply was filed on March 9, 2022. The Company is unable to predict the outcome of the Elysium SDNY Complaint and, at this time, cannot reasonably estimate the possible loss or range of loss with respect to the legal proceeding discussed herein. As of December 31, 2021, ChromaDex did not accrue a potential loss for the Elysium SDNY Complaint because ChromaDex believes that the allegations are without merit and thus it is not probable that a liability has been incurred. (C) Delaware - Patent Infringement Action On September 17, 2018, ChromaDex and Trustees of Dartmouth College filed a patent infringement complaint in the United States District Court for the District of Delaware against Elysium Health, Inc. The complaint alleges that Elysium’s BASIS® dietary supplement infringes U.S. Patent Nos. 8,197,807 (‘807 Patent) and 8,383,086 (‘086 Patent) that comprise compositions containing isolated nicotinamide riboside held by Dartmouth and licensed exclusively to ChromaDex On October 23, 2018, Elysium filed an answer to the complaint. The answer asserts various affirmative defenses and denies that Plaintiffs are entitled to any relief. On November 7, 2018, Elysium filed a motion to stay the patent infringement proceedings pending resolution of (1) the inter partes review of the ‘807 Patent and the ‘086 Patent before the Patent Trial and Appeal Board (PTAB) and (2) the outcome of the litigation in the California Action. ChromaDex filed an opposition brief on November 21, 2018 detailing the issues with Elysium’s motion to stay. In particular, ChromaDex argued that given claim 2 of the ‘086 Patent was only included in the PTAB’s inter partes review for procedural reasons the PTAB was unlikely to invalidate claim 2 and therefore litigation in Delaware would continue regardless. In addition, ChromaDex argued that the litigation in the California Action is unlikely to have a significant effect on the ongoing patent litigation. After the PTAB released its written decision upholding claim 2 of the ‘086 Patent, proving right ChromaDex’s prediction, ChromaDex informed the Delaware court of the PTAB’s decision on January 17, 2019. On June 19, 2019, the Delaware court granted in part and denied in part Elysium’s motion, ordering that the case was stayed pending the resolution of Elysium’s patent misuse counterclaim in the California Action. On November 1, 2019, ChromaDex filed a motion to lift the stay due to changed circumstances in the California Action, among other reasons. Briefing on the motion was completed on November 22, 2019. On January 6, 2020, the Delaware court issued an oral order instructing the parties to submit a joint status report after the January 13, 2020 motions hearing in the California Action. The joint status report was submitted on January 30, 2020. On February 4, 2020, the Delaware court issued an order granting ChromaDex’s motion to lift the stay and setting a scheduling conference for March 10, 2020. On March 19, 2020, the Delaware court entered a scheduling order, which, among other things, set the claim-construction hearing for December 17, 2020 and trial for the week of September 27, 2021. On April 17, 2020, ChromaDex served infringement contentions. Elysium filed a Second Amended Answer on July 10, 2020. On April 24, 2020, ChromaDex moved for leave to amend the complaint to add Healthspan Research, LLC as a plaintiff. On May 5, 2020, Elysium filed its opposition to ChromaDex’s motion for leave to amend and moved to dismiss ChromaDex for alleged lack of standing. ChromaDex filed its opposition to Elysium’s motion to dismiss and reply in support of its motion to amend on May 19, 2020. Elysium filed its reply in support of its motion to dismiss on May 26, 2020. The Court held a hearing on the motion for leave to amend the complaint and Elysium’s motion to dismiss on September 16, 2020. On December 15, 2020, the Court entered orders (i) granting in part and denying in part Elysium’s motion to dismiss ChromaDex for alleged lack of standing; and (ii) denying ChromaDex’s motion for leave to amend. ChromaDex filed a motion for reargument on December 29, 2020. Elysium filed a response to the motion for reargument on January 28, 2021. ChromaDex filed a motion for leave to file a reply on February 8, 2021. Elysium filed a response to the motion for leave to file a reply on February 12, 2021. ChromaDex filed a reply to the motion for leave to file a reply on February 19, 2021. The Court granted the motion for leave to file the reply on April 26, 2021, and denied the motion for reargument on April 27, 2021. On July 22, 2020 the parties filed a Joint Claim Construction Chart and respective motions for claim construction. The parties filed a Joint Claim Construction Brief on November 5, 2020. The Court held a Markman hearing on claim-construction issues on December 17, 2020. The Court entered a claim-construction ruling on January 5, 2021. Fact discovery closed on January 26, 2021. Opening expert reports were served on February 9, 2021. Responsive expert reports were served on March 9, 2021. Reply expert reports were served on March 30, 2021. Both parties filed dispositive and Daubert motions on April 27, 2021. On September 21, 2021, the Court granted Elysium’s motion for summary judgment that the claims of the ‘807 and ‘086 patents are invalid based on patent-ineligible subject matter. ChromaDex filed a notice of appeal on November 2, 2021. ChromaDex’s opening brief was filed on February 2, 2022. Elysium’s response brief is due on March 14, 2022, absent extension. If the appeal is unsuccessful or if on remand the Court dismisses ChromaDex’s claims for some other reason, that could reduce or eliminate any competitive advantage the Company may otherwise have had. 2. Thorne Research, Inc . (A) Inter Partes Review Proceedings On or around September 28, 2020, Thorne Research, Inc. (Thorne) provided notice to ChromaDex that it intended to terminate its March 25, 2019 Supply Agreement and subsequent amendments with ChromaDex, effective as of December 31, 2020. A discussion between ChromaDex and Thorne followed, and Thorne asserted that it could challenge the ‘086 Patent in an inter partes review (IPR) proceeding on the basis of prior art, but would be willing to enter into a mutual existence agreement that would permit Thorne to source NR from a third party. Thorne did not offer substantive information supporting a prior art claim or about the nature of the threatened IPR. On December 1, 2020, Thorne filed a petition for IPR of the ‘086 Patent. Dartmouth’s preliminary response to the petition was filed on March 15, 2021. On June 10, 2021, the Patent Trial and Appeal Board (PTAB) issued a decision instituting an IPR on the ‘086 Patent. On September 21, 2021, Dartmouth filed its Patent Owner Response. On December 21, 2021, Thorne filed its reply. On February 1, 2021, Thorne filed a petition for IPR of the ‘807 Patent. Dartmouth’s preliminary response to the petition was filed on May 18, 2021. On August 12, 2021, the Patent Trial and Appeal Board (PTAB) issued a decision instituting an IPR on the ‘807 Patent. On November 9, 2021, Dartmouth filed its Patent Owner Response. On February 15, 2022, Thorne filed its reply. (B) Southern District of New York – Patent Infringement Action On May 12, 2021, ChromaDex and Trustees of Dartmouth College filed a patent infringement complaint in the United States District Court for the Southern District of New York. The complaint alleges that certain of Thorne’s dietary supplements containing isolated NR infringe the ‘807 and ‘086 Patents, which claim compositions containing isolated nicotinamide riboside and are held by Dartmouth and licensed exclusively to ChromaDex. On July 6, 2021, Thorne filed an answer and counterclaims to the complaint. The answer asserts various affirmative defenses and denies that Plaintiffs are entitled to any relief. The counterclaims seek declaratory judgment of patent invalidity for the ‘807 and ‘086 Patents. On July 8, 2021, the parties filed a proposed stipulation and order staying the matter pending issuance of the institution decision in the ‘807 Patent IPR. On July 9, 2021, the Court granted the stipulation and order to stay. On August 19, 2021, the parties filed a proposed stipulation and order staying the matter pending issuance of final written decisions in the IPRs. On August 20, 2021, the Court granted the stipulation and order to stay. 3. Erica Martinez (A) California Action On October 1, 2021, Erica Martinez, a former employee of ChromaDex, filed a complaint in the Orange County Superior Court alleging claims against ChromaDex for: (1) disability discrimination, (2) failure to accommodate a disability, (3) failure to engage in the interactive process, (4) retaliation for taking California Family Rights Act leave, and (5) failure to prevent discrimination and harassment. Martinez’s allegations are based primarily upon Martinez’s claim that her son was allegedly diagnosed with Autism Spectrum Disorder in or around July 17, 2019, and ChromaDex allegedly retaliated against, and ultimately terminated, her for taking time off to care for her son and attend his doctors’ appointments. ChromaDex has not been served with the Summons and Complaint. The parties have settled this matter and the request for dismissal, with prejudice, of Martinez’s claims was entered on January 25, 2022. 4. Other (A) Rejuvenation Therapeutics On September 15, 2020, the Company received a letter from a customer, Rejuvenation Therapeutics Corp. (Rejuvenation), and has received subsequent correspondence, requesting a full refund of approximately $1.6 million of NIAGEN® it purchased, alleging breaches of the supply agreement between the parties. As of December 31, 2021, the Company has recorded a return liability of approximately $0.5 million, which the Company offered to settle in good faith. On May 13, 2021, Rejuvenation filed a complaint in the Superior Court of the State of California, County of Orange, asserting causes of action for Concealment and Negligent Misrepresentation. On July 20, 2021, Rejuvenation filed an amended complaint adding a claim for Declaratory Relief. The Company filed a demurrer on September 3, 2021. On February 1, 2022, the Court sustained ChromaDex’s demurrer in its entirety with leave to amend as to the claims for Concealment and Negligent Misrepresentation, and without leave to amend as to the claim for Declaratory Relief. On February 16, 2022, Rejuvenation filed a Second Amended Complaint, asserting causes of action for Fraud and Negligent Misrepresentation. The Company believes these claims are without merit and will aggressively defend itself if a reasonable settlement cannot be reached. The Company does not anticipate that the ultimate resolution of this matter will be material to the Company’s operations, financial condition or cash flows. 5. Contingencies (A) In September 2019, the Company received a letter from a licensor stating that the Company owed the licensor $1.6 million plus interest for sublicense fees as a result of the Company entering into a supply agreement with a customer. After reviewing the relevant facts and circumstances, the Company believes that the Company does not owe any sublicense fees to the licensor and has corresponded with the licensor to resolve the matter. The Company does not believe that the ultimate resolution of this matter will be material to the Company’s results of operations, financial condition or cash flows. (B) On November 17, 2020, the Company received a warning letter (the Letter) from the United States Food and Drug Administration (FDA) and Federal Trade Commission (FTC). The Letter references statements issued by the Company relating to preclinical and clinical research results involving nicotinamide riboside and COVID-19. The statements were included in press releases and referenced in social media posts. On November 18, 2020, the Company provided a response to the Letter stating that the Company disagrees with the assertion in the Letter that the Company’s products are intended to mitigate, prevent, treat, diagnose or cure COVID-19 in violation of certain sections of the Federal Food, Drug, and Cosmetic Act or that they were unsubstantiated under the FTC Act, but rather accurately reflected the state of the science and the results of scientific research. Nonetheless, the Company also responded that it had deleted social media references to the studies and removed related press releases from its website. On April 30, 2021, the Company received an additional warning letter (the Second Letter) from only the FTC. The Second Letter references the original Letter, and cites additional statements issued by the Company and certain officers and advisors of the Company relating to nicotinamide riboside and scientific studies related to COVID-19. The Second Letter asserts that such statements contain coronavirus-related prevention or treatment claims and are deceptive in violation of the Federal Trade Commission Act. On May 4, 2021, the Company provided a response to the Second Letter stating that it had removed the social media posts from its accounts identified in the Second Letter and requested that third parties remove the post from their accounts that were identified in the Second Letter. The Company stated that the press release identified in the Second Letter is appropriate and not a deceptive act or practice under applicable law. The Company affirmed its belief in the need to accurately report on the scientific results of its studies to its investors and welcomed the opportunity to discuss its research and development program with the FTC and receive guidance on future releases. The Company does not believe that the ultimate resolution of this matter will be material to the Company’s results of operations, financial condition or cash flows. |
Business Segmentation and Geogr
Business Segmentation and Geographical Distribution | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Business Segmentation and Geographical Distribution | Business Segments and Geographical Distribution The Company has the following three reportable segments for the years ended December 31, 2021 and 2020: • Consumer products segment: provides finished dietary supplement products that contain the Company's proprietary ingredients directly to consumers as well as to distributors. • Ingredients segment: develops and commercializes proprietary-based ingredient technologies and supplies these ingredients as raw materials to the manufacturers of consumer products. • Analytical reference standards and services segment: includes supply of phytochemical reference standards and other research and development services. The “Corporate and other” classification includes corporate items not allocated by the Company to each reportable segment. Additionally, there are no intersegment sales that require elimination. The Company’s three reportable segments are significant operating segments that offer differentiated services. This structure reflects its current operational and financial management and provides the best structure to maximize the Company's objectives and investment strategy, while maintaining financial discipline. The Company's Chief Executive Officer, who is its chief operating decision maker (CODM), reviews financial information for each operating segment to evaluate performance and allocate resources. The Company evaluates performance and allocates resources based on reviewing gross margin by reportable segment. The Company's CODM does not review assets by segment in his evaluation and therefore assets by segment are not disclosed below. The following tables set forth financial information by segment: Year Ended December 31, 2021 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total (In thousands) Net sales $ 56,705 $ 7,407 $ 3,337 $ — $ 67,449 Cost of sales 19,864 3,233 2,862 — 25,959 Gross profit 36,841 4,174 475 — 41,490 Operating expenses: Sales and marketing 27,821 46 485 — 28,352 Research and development 3,427 405 — — 3,832 General and administrative — — — 36,379 36,379 Operating expenses 31,248 451 485 36,379 68,563 Operating income (loss) $ 5,593 $ 3,723 $ (10) $ (36,379) $ (27,073) Year Ended December 31, 2020 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total (In thousands) Net sales $ 47,090 $ 9,198 $ 2,969 $ — $ 59,257 Cost of sales 17,541 3,593 2,849 — 23,983 Gross profit 29,549 5,605 120 — 35,274 Operating expenses: Sales and marketing 20,323 41 584 — 20,948 Research and development 2,972 443 — — 3,415 General and administrative — — — 30,765 30,765 Operating expenses 23,295 484 584 30,765 55,128 Operating income (loss) $ 6,254 $ 5,121 $ (464) $ (30,765) $ (19,854) Disaggregation of revenue The Company disaggregates its revenue from contracts with customers by type of goods or services for each of its segments, as the Company believes this best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. See details in the tables below. Year Ended December 31, 2021 Consumer Ingredients Analytical Reference Total (In thousands) TRU NIAGEN®, Consumer Product $ 56,705 $ — $ — $ 56,705 NIAGEN® Ingredient — 6,700 — 6,700 Subtotal NIAGEN® Related 56,705 6,700 — 63,405 Other Ingredients — 707 — 707 Reference Standards — — 3,061 3,061 Consulting and Other — — 276 276 Subtotal Other Goods and Services — 707 3,337 4,044 Total Net Sales $ 56,705 $ 7,407 $ 3,337 $ 67,449 Year Ended December 31, 2020 Consumer Ingredients Analytical Reference Total (In thousands) TRU NIAGEN®, Consumer Product $ 47,090 $ — $ — $ 47,090 NIAGEN® Ingredient — 7,070 — 7,070 Subtotal NIAGEN® Related 47,090 7,070 — 54,160 Other Ingredients — 2,128 — 2,128 Reference Standards — — 2,925 2,925 Consulting and Other — — 44 44 Subtotal Other Goods and Services — 2,128 2,969 5,097 Total Net Sales $ 47,090 $ 9,198 $ 2,969 $ 59,257 Net sales from international sources * Year Ended December 31, (In millions) 2021 2020 Consumer Products Segment $ 18.0 $ 16.9 Ingredients Segment 0.7 $ 1.8 Analytical Reference Standards and Services Segment 1.1 $ 1.3 Total net sales from international sources $ 19.8 $ 20.0 *International sources include Europe, North America, South America, Asia and Oceania. Long-lived assets The Company’s long-lived assets are located within the United States. Disclosure of major customers Major customers are defined as customers whose sales or accounts receivables individually consist of more than 10% of total sales or total trade receivables, respectively. Percentage of revenues from major customers of the Company’s consumer products segment for the periods indicated were as follows: Year Ended December 31, Major Customers 2021 2020 A.S. Watson Group - Related Party 13.8 % 13.0 % The percentage of the amounts due from major customers to total accounts receivable, net for the periods indicated were as follows: At December 31, Major Customers 2021 2020 A.S. Watson Group - Related Party 39.6 % 31.9 % Life Extension 22.1 % 17.7 % Persona 10.3 % * Amazon Marketplaces * 12.0 % Matakana Health * 11.1 % * Represents less than 10% Disclosure of major vendor The Company’s major vendor who accounted for more than 10% of the Company’s total accounts payable is as follows: Major Vendor At December 31, 2021 2020 Vendor A 32.1 % 39.7 % |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation: The financial statements and accompanying notes have been prepared on a consolidated basis and reflect the consolidated financial position of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated from these financial statements. The Company’s fiscal year ends on December 31. |
Reclassifications | Reclassifications : Certain prior period results have been reclassified to be consistent with the current period presentation. |
Use of accounting estimates | Use of accounting estimates: The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Revenue recognition | Revenue recognition : The Company recognizes sales and the related cost of sales when the performance obligations are satisfied. The performance obligations are typically satisfied upon shipment of physical goods or as the services are performed over time. In addition to the satisfaction of the performance obligations, the following conditions are required for revenue recognition: an arrangement exists, there is a fixed price, and collectability is reasonably assured. Discounts, returns and allowances related to sales, including an estimated reserve for the returns and allowances, are recorded as reduction of revenue. The Company accounts for shipping and handling activities performed as cost of sales under a fulfillment cost and any fee received for shipping and handling as part of the transaction price and recognize revenue when control of the good transfers. Shipping and handling fees billed to customers included in net sales for the periods indicated are as follows: Year Ended December 31, (In thousands) 2021 2020 Shipping and handling fees billed $ 336 $ 278 Taxes collected from customers and remitted to governmental authorities are excluded from revenue, which is presented on a net basis in the statement of operations. |
Restricted cash | Restricted cash : The Company classifies cash as restricted if the withdrawal or its usage is restricted for more than three months. In connection with the lease agreement for office space located in Los Angeles, California, the Company delivered a letter of credit issued by a bank to the landlord in the amount of $0.2 million. The issuing bank required collateral for the letter of credit and the Company made a deposit covering the letter of credit amount with the issuing bank. The letter of credit was renewed on October 18, 2021 and currently expires on October 18, 2022. The Los Angeles, California office lease currently expires in March 2027. |
Trade receivables, net | Trade receivables, net : Trade receivables are carried at original invoice amount less an estimate made for doubtful receivables based on monthly and quarterly reviews of all outstanding amounts. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. |
Credit risk | Credit risk : Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade receivables. Cash and cash equivalents, consist of bank deposits or highly liquid investment-grade debt instruments with an original maturity of three months of less when purchased pursuant to the Company’s investment policy. U.S. bank accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of December 31, 2021, the Company had approximately $26.0 million in uninsured cash deposits in U.S. bank accounts. The Company, however, believes it has very little credit risk exposure for its cash and cash equivalents. All uninsured U.S. bank deposits are held at high quality credit institutions. The Company’s trade receivables are derived from sales to its customers. The Company assess credit risk of its customers through quantitative and qualitative analysis. From this analysis, the Company establishes credit limits and manages the risk exposure. The Company, however, incurs credit losses due to bankruptcy or other failure of the customer to pay. |
Inventories | Inventories : Inventories are comprised of work in process and finished goods. They are stated at the lower of cost, determined by the first-in, first-out method, or net realizable value. The inventory on the balance sheet is recorded net of valuation allowances. Labor and overhead has been added to inventory that was manufactured or characterized by the Company. The Company’s normal operating cycle for reference standards is currently longer than one year. The Company regularly reviews inventories on hand and reduces the carrying value for slow-moving and obsolete inventory, inventory not meeting quality standards and inventory subject to expiration. The reduction of the carrying value for slow-moving and obsolete inventory is based on current estimates of future product demand, market conditions and related management judgment. Any significant unanticipated changes in future product demand or market conditions that vary from current expectations could have an impact on the value of inventories. |
Intangible assets | Intangible assets : Intangible assets include licensing rights and are accounted for based on the fair value of consideration given or the fair value of the net assets acquired, whichever is more reliable. Intangible assets with finite useful lives are amortized using the straight-line method over a period of 10 years, or, for licensed patent rights, the remaining term of the patents underlying licensing rights (considered to be the remaining useful life of the license), whichever is shorter. The useful lives of subsequent milestone payments that are capitalized are the remaining useful life of the initial licensing payment that was capitalized. |
Leasehold improvements and equipment, net | Leasehold improvements and equipment, net : Leasehold improvements and equipment are comprised of leasehold improvements, laboratory equipment, furniture and fixtures, computer equipment, construction in progress and implementations costs for cloud computing arrangement. Leasehold improvements and equipment are carried at cost and depreciated on the straight-line method over the lesser of the estimated useful life of each asset or lease term. Implementation costs related to a cloud computing arrangement are deferred or expensed as incurred, in accordance with the Accounting Standards Update (ASU) 2018-15. Depreciation on equipment under finance lease is included with depreciation on owned assets. Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. Long-lived assets are reviewed for impairment on a periodic basis and when changes in circumstances indicate the possibility that the carrying amount may not be recoverable. Long-lived assets are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. If the forecast of undiscounted future cash flows is less than the carrying amount of the assets, an impairment charge would be recognized to reduce the carrying value of the assets to fair value. If a possible impairment is identified, the asset group’s fair value is measured relying primarily on a discounted cash flow methodology. |
Customer deposits | Customer deposits : Customer deposits represent cash received from customers in advance of product shipment or delivery of services. |
Income taxes | Income taxes : Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
Research and development costs | Research and development costs: Research and development costs consist of direct and indirect costs associated with clinical trials, product development and process development expenses. These costs are expensed as incurred. |
Advertising | Advertising: The Company expenses the production costs of advertising the first time the advertising takes place. |
Share-based compensation | Share-based compensation : The Company has a 2017 Equity Incentive Plan under which the Board of Directors may grant restricted stock or stock options to employees and non-employees. The accounting treatment for share-based payments to employees and non-employees is substantially equivalent. Share-based compensation cost is recorded for all option grants and awards of non-vested stock based on the grant date fair value of the award, and is recognized over the service period required for the award. Prior to October 1, 2018, share-based compensation cost for non-employees was remeasured over the vesting term as earned. The fair value of the Company’s stock options is estimated at the date of grant using the Black-Scholes based option valuation model. For the expected term, the Company uses SEC Staff Accounting Bulletin No. 107 simplified method for “plain vanilla” options with following characteristics: (i) the share options are granted at the market price on the grant date; (ii) exercisability is conditional on performing service through the vesting date on most options; (iii) if an employee terminates service prior to vesting, the employee would forfeit the share options; (iv) if an employee terminates service after vesting, the employee would have 30 to 90 days to exercise the share options; and (v) the share options are nontransferable and nonhedgeable. The volatility assumption is based on the historical volatility of the Company’s common stock with an equivalent remaining expected term. The dividend yield assumption is based on the Company’s history and expectation of future dividend payouts on the common stock. The risk-free interest rate is based on the implied yield available on U.S. treasury zero-coupon issues with an equivalent remaining expected term. Market conditions that affect vesting of stock options are considered in the grant-date fair value. The issues surrounding the valuation for such awards can be complex and consideration needs to be given for how the market condition should be incorporated into the valuation of the award. The Company considers using other valuation techniques, such as Monte Carlo simulations based on a lattice approach, to value awards with market conditions. For option grants without performance conditions, the Company recognizes compensation expense over the requisite service period ratably, recognizing expense for each tranche of each grant starting on the grant date. For stock options that have both service and performance conditions, the Company recognizes compensation expense using the graded attribution method. Compensation expense for stock options with performance conditions is recognized only for those awards expected to vest. The Company recognizes forfeitures when they occur. |
Fair value measurement | Fair Value Measurement: The Company follows the provisions of the accounting standard which defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. Fair value measurements are based on a three-tier hierarchy that prioritizes the use of observable inputs and minimizes the use on unobservable inputs. These tiers include: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. The fair value of cash and cash equivalents of $28.2 million and $16.7 million as of December 31, 2021 and 2020, respectively, is derived using Level 1 inputs. |
Financial instruments | Financial instruments : The estimated fair value of financial instruments has been determined based on the Company’s assessment of available market information and appropriate valuation methodologies. The fair value of the Company’s financial instruments that are included in current assets and current liabilities approximates their carrying value due to their short-term nature. The carrying amounts reported in the balance sheet for capital lease obligations are present values of the obligations, excluding the interest portion. |
Accounting standards recently issued but not yet adopted | Accounting Standards Recently Issued but Not Yet Adopted by the Company: In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard’s main goal is to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope. The new guidance represents significant changes to accounting for credit losses: (i) full lifetime expected credit losses will be recognized upon initial recognition of an asset in scope; (ii) the current incurred loss impairment model that recognizes losses when a probable threshold is met will be replaced with the expected credit loss impairment method without recognition threshold; and (iii) the expected credit losses estimate will be based upon historical information, current conditions, and reasonable and supportable forecasts. ASU 2016-13 introduces two distinctive credit loss impairment models: (i) current expected credit loss impairment model (Subtopic 326-20) applicable to financial assets measured at amortized cost; and (ii) available-for-sale debt securities impairment model (Subtopic 326-30). ASU 2016-13 is effective for public entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Public entities that qualify as a smaller reporting company can elect to defer compliance effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of shipping and handling fees billed | Shipping and handling fees billed to customers included in net sales for the periods indicated are as follows: Year Ended December 31, (In thousands) 2021 2020 Shipping and handling fees billed $ 336 $ 278 |
Loss Per Share Applicable to _2
Loss Per Share Applicable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of loss per share | The following table sets forth the computations of loss per share amounts applicable to common stockholders for the periods indicated. Year Ended December 31, (In thousands, except per share data) 2021 2020 Net loss $ (27,128) $ (19,925) Basic and diluted loss per common share $ (0.40) $ (0.33) Basic and diluted weighted average common shares outstanding (1): 67,185 61,067 Potentially dilutive securities (2): Stock options 10,536 11,914 Restricted stock units 115 — (1) Includes approximately 0.2 million nonvested shares of restricted stock for the years ended December 31, 2021 and 2020 which are participating securities that feature voting and dividend rights. (2) Excluded from the computation of loss per share as their impact is antidilutive. |
Computation of loss per share | The following table sets forth the computations of loss per share amounts applicable to common stockholders for the periods indicated. Year Ended December 31, (In thousands, except per share data) 2021 2020 Net loss $ (27,128) $ (19,925) Basic and diluted loss per common share $ (0.40) $ (0.33) Basic and diluted weighted average common shares outstanding (1): 67,185 61,067 Potentially dilutive securities (2): Stock options 10,536 11,914 Restricted stock units 115 — (1) Includes approximately 0.2 million nonvested shares of restricted stock for the years ended December 31, 2021 and 2020 which are participating securities that feature voting and dividend rights. (2) Excluded from the computation of loss per share as their impact is antidilutive. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | The Company's major classes of inventory and corresponding balances for the periods indicated are as follows: December 31, (In thousands) 2021 2020 Consumer Products - Finished Goods $ 6,823 $ 2,358 Consumer Products - Work in Process 4,131 5,718 Bulk ingredients 2,131 3,065 Reference standards 516 542 Inventories $ 13,601 $ 11,683 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Intangible assets for the periods indicated consisted of the following: December 31, (In thousands, except years) Weighted Average 2021 2020 Healthspan Research LLC Acquisition 10 $ 1,346 $ 1,346 License agreements and other 9 1,643 1,643 Less: Accumulated amortization (2,132) (1,907) Intangible assets, net $ 857 $ 1,082 |
Schedule of estimated amortization expense | Estimated amortization expense for each of the years ending December 31 is as follows: (In thousands) Year Amount 2022 $ 186 2023 158 2024 154 2025 151 2026 151 Thereafter 57 $ 857 |
Leasehold Improvements and Eq_2
Leasehold Improvements and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of leasehold improvements and equipment | Leasehold improvements and equipment for the periods indicated consisted of the following: December 31, (In thousands) 2021 2020 Laboratory equipment $ 3,281 $ 2,967 Leasehold improvements 2,387 2,357 Computer equipment 814 751 Implementation costs - cloud computing arrangements 771 582 Furniture and fixtures 203 201 Construction in progress 91 2 7,547 6,860 Less: Accumulated depreciation (4,544) (3,654) Leasehold improvements and equipment, net $ 3,003 $ 3,206 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Components of operating lease expense | The components of operating lease expense for the periods indicated are as follows: Year Ended December 31, (In thousands) 2021 2020 Operating leases Operating lease expense $ 625 $ 501 Variable lease expense 195 182 Operating lease expense 820 683 Short-term lease rent expense 249 253 Total expense $ 1,069 $ 936 |
Future minimum lease payments under operating leases | Future minimum lease payments under operating leases as of December 31, 2021 are as follows: (In thousands) Year Amount 2022 $ 694 2023 949 2024 1,159 2025 1,141 2026 906 Thereafter 677 Total 5,526 Less: Present value discount (844) Present value of total operating lease liabilities 4,682 Less: Current portion (528) Long-term obligations under operating leases $ 4,154 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Deferred revenue | Revenue recognized from deferred revenue and the corresponding deferred revenue balance for the periods indicated is as follows: (In thousands) Year Ended December 31, At December 31, 2021 2020 2021 2020 Revenue recognized from deferred revenue $ 95 $ 432 Deferred revenue balance $ 4,346 $ 4,441 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation of income taxes | A reconciliation of income taxes computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is summarized as follows: Year Ended December 31, 2021 2020 Federal income tax expense at statutory rate (21.0) % (21.0) % State income tax, net of federal benefit (4.8) (5.7) Permanent differences (1.8) 1.4 Change in state tax rate (0.1) (0.1) Changes of state net operating losses 2.8 (0.3) Change in stock options and restricted stock (4.9) 0.3 Change in valuation allowance 29.8 25.2 Other — 0.2 Effective tax rate 0.0 % 0.0 % |
Schedule of deferred tax assets and liabilities | The Company's deferred tax assets and liabilities for the periods indicated are summarized below: December 31, (In thousands) 2021 2020 Deferred tax assets: Net operating loss carryforward $ 36,136 $ 28,496 Stock options and restricted stock 4,805 5,051 Interest expense 244 220 Inventory reserve 399 272 Allowance for doubtful accounts 17 50 Accrued expenses 1,073 1,190 Deferred revenue 880 5 Leasehold improvements and equipment 74 32 Intangibles 95 85 Operating leases 85 96 43,808 35,497 Less: Valuation allowance (43,363) (35,244) Total deferred tax assets 445 253 Deferred tax liabilities: Prepaid expenses (445) (253) Total deferred tax liabilities (445) (253) Net deferred tax assets (liabilities) $ — $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of sale of consumer products to related parties and the related receivable | The sale of consumer products to related parties and corresponding receivable balances for the periods indicated are as follows: Net Sales Trade Receivable as of Year Ended December 31, December 31, 2021 2020 2021 2020 A.S. Watson Group* $9.3 million $7.7 million $2.1 million $0.9 million Horizon Ventures* (1) — $1.6 million — — Total $9.3 million $9.3 million $2.1 million $0.9 million *A.S. Watson Group and Horizon Ventures are related parties through common ownership of an enterprise that beneficially owns more than 10% of the common stock of the Company. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of weighted average assumptions for options granted | The table below outlines the weighted average assumptions for options granted during the periods indicated: Year Ended December 31, Weighted Average: 2021 2020 Expected term (years) 5.8 5.8 Volatility 75 % 67 % Risk-free rate 1 % 1 % Dividend Yield 0 % 0 % |
Summary of activity of service period-based stock options | The following table summarizes activity of service period-based stock options during the periods indicated: (In thousands except per-share data and remaining contractual term) Number of Options Weighted Average Aggregate Intrinsic Value Exercise Price Remaining Contractual Term (Years) Outstanding at December 31, 2019 9,509 $ 3.86 6.9 $ 6,315 Options Granted 3,609 4.18 Options Exercised (1,052) 3.84 1,271 Options Forfeited / Expired (1,233) 3.98 Outstanding at December 31, 2020 10,833 $ 3.96 6.8 $ 10,472 Options Granted 1,724 8.67 Options Exercised (2,146) 4.34 13,301 Options Forfeited / Expired (916) 4.83 Outstanding at December 31, 2021 9,495 $ 4.65 6.5 $ 2,452 * Exercisable at December 31, 2021 6,828 $ 3.77 5.5 $ 2,256 * *The aggregate intrinsic values in the table above are based on the Company’s stock price of $3.74, which is the closing price of the Company’s stock on the last day of business for the period ended December 31, 2021 |
Summary of activity of performance based stock options | The following table summarizes activity of performance based stock options during the periods indicated: (In thousands except per-share data and remaining contractual term) Number of Shares Weighted Average Aggregate Intrinsic Value Exercise Price Remaining Contractual Term (Years) Outstanding at December 31, 2019 42 $ 1.89 3.1 $ 101 Options Granted 164 4.34 Options Exercised (42) 1.89 100 Options Forfeited (83) 4.34 Outstanding at December 31, 2020 81 $ 4.34 3.1 $ 37 Options Granted — — Options Exercised (40) 4.34 401 Options Forfeited — — Outstanding and Exercisable at December 31, 2021 41 $ 4.34 2.1 $ — * *The aggregate intrinsic values in the table above are based on the Company’s stock price of $3.74, which is the closing price of the Company’s stock on the last day of business for the period ended December 31, 2021 |
Summary of activity of market based stock options | The following table summarizes activity of market based stock options during the periods indicated: (In thousands except per-share data and remaining contractual term) Number of Shares Weighted Average Aggregate Intrinsic Value Exercise Price Remaining Contractual Term (Years) Outstanding at December 31, 2019 1,000 $ 4.24 7.8 $ 70 Options Granted — — Options Exercised — — — Options Forfeited — — Outstanding at December 31, 2020 1,000 $ 4.24 6.8 $ 560 Options Granted — — Options Exercised — — — Options Forfeited — — Outstanding and Exercisable at December 31, 2021 1,000 $ 4.24 5.8 $ — * |
Summary of activity of restricted stock units and restricted stock awards | The following table summarizes activity of restricted stock units during the periods indicated: (In thousands except per share fair value) Number of Units Weighted Average Fair Value Unvested shares at December 31, 2019 — $ — Granted — — Vested — — Forfeited — — Unvested shares at December 31, 2020 — $ — Granted 135 10.29 Vested — — Forfeited (20) 10.77 Unvested shares at December 31, 2021 115 $ 10.21 Expected to vest as of December 31, 2021 115 $ 10.21 The following table summarizes activity of restricted stock awards during the periods indicated: (In thousands except per share fair value) Number of Awards Weighted Average Fair Value Unvested shares at December 31, 2019 183 $ 3.25 Granted — — Vested — — Forfeited — — Unvested shares at December 31, 2020 183 $ 3.25 Granted — — Vested — — Forfeited — — Unvested shares at December 31, 2021 183 $ 3.25 Expected to vest as of December 31, 2021 183 $ 3.25 |
Schedule of share-based compensation expenses | Share-based compensation expenses for the years ended December 31, 2021 and December 31, 2020 were as follows: Year Ended December 31, (In thousands) 2021 2020 Share-based compensation expense Cost of sales $ 204 $ 142 Sales and marketing 1,689 1,282 Research and development 877 551 General and administrative 3,425 4,961 Total $ 6,195 $ 6,936 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum payments under purchase obligations | Future minimum payments under purchase obligations as of December 31, 2021 are as follows: (In thousands) Year Amount 2022 $ 19,710 2023 3,500 $ 23,210 |
Schedule of future minimum royalties including license maintenance fees | As of December 31, 2021, future minimum royalties including license maintenance fees for the next five years are as follows: (In thousands) Year Amount 2022 $ 418 2023 419 2024 430 2025 417 2026 369 $ 2,053 |
Business Segmentation and Geo_2
Business Segmentation and Geographical Distribution (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment financial information | The following tables set forth financial information by segment: Year Ended December 31, 2021 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total (In thousands) Net sales $ 56,705 $ 7,407 $ 3,337 $ — $ 67,449 Cost of sales 19,864 3,233 2,862 — 25,959 Gross profit 36,841 4,174 475 — 41,490 Operating expenses: Sales and marketing 27,821 46 485 — 28,352 Research and development 3,427 405 — — 3,832 General and administrative — — — 36,379 36,379 Operating expenses 31,248 451 485 36,379 68,563 Operating income (loss) $ 5,593 $ 3,723 $ (10) $ (36,379) $ (27,073) Year Ended December 31, 2020 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total (In thousands) Net sales $ 47,090 $ 9,198 $ 2,969 $ — $ 59,257 Cost of sales 17,541 3,593 2,849 — 23,983 Gross profit 29,549 5,605 120 — 35,274 Operating expenses: Sales and marketing 20,323 41 584 — 20,948 Research and development 2,972 443 — — 3,415 General and administrative — — — 30,765 30,765 Operating expenses 23,295 484 584 30,765 55,128 Operating income (loss) $ 6,254 $ 5,121 $ (464) $ (30,765) $ (19,854) |
Schedule of disaggregation of revenue | The Company disaggregates its revenue from contracts with customers by type of goods or services for each of its segments, as the Company believes this best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. See details in the tables below. Year Ended December 31, 2021 Consumer Ingredients Analytical Reference Total (In thousands) TRU NIAGEN®, Consumer Product $ 56,705 $ — $ — $ 56,705 NIAGEN® Ingredient — 6,700 — 6,700 Subtotal NIAGEN® Related 56,705 6,700 — 63,405 Other Ingredients — 707 — 707 Reference Standards — — 3,061 3,061 Consulting and Other — — 276 276 Subtotal Other Goods and Services — 707 3,337 4,044 Total Net Sales $ 56,705 $ 7,407 $ 3,337 $ 67,449 Year Ended December 31, 2020 Consumer Ingredients Analytical Reference Total (In thousands) TRU NIAGEN®, Consumer Product $ 47,090 $ — $ — $ 47,090 NIAGEN® Ingredient — 7,070 — 7,070 Subtotal NIAGEN® Related 47,090 7,070 — 54,160 Other Ingredients — 2,128 — 2,128 Reference Standards — — 2,925 2,925 Consulting and Other — — 44 44 Subtotal Other Goods and Services — 2,128 2,969 5,097 Total Net Sales $ 47,090 $ 9,198 $ 2,969 $ 59,257 |
Schedule of revenue from international sources | Year Ended December 31, (In millions) 2021 2020 Consumer Products Segment $ 18.0 $ 16.9 Ingredients Segment 0.7 $ 1.8 Analytical Reference Standards and Services Segment 1.1 $ 1.3 Total net sales from international sources $ 19.8 $ 20.0 *International sources include Europe, North America, South America, Asia and Oceania. |
Schedules of major customers and major vendor | Percentage of revenues from major customers of the Company’s consumer products segment for the periods indicated were as follows: Year Ended December 31, Major Customers 2021 2020 A.S. Watson Group - Related Party 13.8 % 13.0 % The percentage of the amounts due from major customers to total accounts receivable, net for the periods indicated were as follows: At December 31, Major Customers 2021 2020 A.S. Watson Group - Related Party 39.6 % 31.9 % Life Extension 22.1 % 17.7 % Persona 10.3 % * Amazon Marketplaces * 12.0 % Matakana Health * 11.1 % * Represents less than 10% Disclosure of major vendor The Company’s major vendor who accounted for more than 10% of the Company’s total accounts payable is as follows: Major Vendor At December 31, 2021 2020 Vendor A 32.1 % 39.7 % |
Liquidity (Details)
Liquidity (Details) - USD ($) $ / shares in Units, shares in Millions | Feb. 23, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 11, 2021 | Dec. 10, 2021 | Oct. 18, 2021 | Jun. 30, 2020 | Jun. 12, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Net loss | $ 27,128,000 | $ 19,925,000 | |||||||||
Cash and cash equivalents | 28,219,000 | 16,697,000 | |||||||||
Restricted cash | 200,000 | $ 200,000 | $ 200,000 | $ 200,000 | |||||||
Offering costs | $ 100,000 | ||||||||||
Shelf Registration | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Sale of securities, authorized amount | $ 125,000,000 | ||||||||||
ATM Facility | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Sale of securities, authorized amount | $ 50,000,000 | ||||||||||
Shares sold (in shares) | 0.2 | 0.2 | |||||||||
Proceeds, net of offering costs | $ 1,900,000 | $ 1,900,000 | |||||||||
Offering costs | $ 300,000 | $ 300,000 | |||||||||
Price of shares sold (in dollars per share) | $ 10.56 | $ 10.56 | |||||||||
Amount remaining | $ 47,800,000 | $ 47,800,000 | |||||||||
Western Alliance Bank | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Line of credit maximum amount | $ 10,000,000 | $ 10,000,000 | $ 7,000,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Shipping and Handling Fees Billed (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Shipping and handling fees billed | $ 336 | $ 278 |
Significant Accounting Polici_5
Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 18, 2021 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||||
Restricted cash | $ 200,000 | $ 200,000 | $ 200,000 | $ 200,000 |
Uninsured cash deposits | $ 26,000,000 | |||
Straight-line amortization period | 10 years | |||
Liability for unrecognized tax benefits | $ 0 | |||
Advertising expense | 12,500,000 | 7,400,000 | ||
Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | $ 28,200,000 | $ 16,700,000 | ||
Options | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise period after vesting and termination of service | 30 days | |||
Options | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise period after vesting and termination of service | 90 days |
Loss Per Share Applicable to _3
Loss Per Share Applicable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (27,128) | $ (19,925) |
Basic loss per common share (in dollars per share) | $ (0.40) | $ (0.33) |
Diluted loss per common share (in dollars per share) | $ (0.40) | $ (0.33) |
Basic weighted average common shares outstanding (in shares) | 67,185 | 61,067 |
Diluted weighted average common shares outstanding (in shares) | 67,185 | 61,067 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Restricted stock units | 115 | 0 |
Nonvested shares of restricted stock | 200 | 200 |
Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options | 10,536 | 11,914 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Consumer Products - Finished Goods | $ 6,823 | $ 2,358 |
Consumer Products - Work in Process | 4,131 | 5,718 |
Bulk ingredients | 2,131 | 3,065 |
Reference standards | 516 | 542 |
Inventories | $ 13,601 | $ 11,683 |
Intangible Assets, Net - Compos
Intangible Assets, Net - Composition of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Less: Accumulated amortization | $ (2,132) | $ (1,907) |
Intangible assets, net | $ 857 | 1,082 |
Healthspan Research LLC Acquisition | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 10 years | |
Intangible assets, gross | $ 1,346 | 1,346 |
License agreements and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (Years) | 9 years | |
Intangible assets, gross | $ 1,643 | $ 1,643 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 225 | $ 243 |
Intangible Assets, Net - Estima
Intangible Assets, Net - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 186 | |
2023 | 158 | |
2024 | 154 | |
2025 | 151 | |
2026 | 151 | |
Thereafter | 57 | |
Intangible assets, net | $ 857 | $ 1,082 |
Leasehold Improvements and Eq_3
Leasehold Improvements and Equipment, Net - Composition of Leasehold Improvements and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements and equipment, gross | $ 7,547 | $ 6,860 |
Less: Accumulated depreciation | (4,544) | (3,654) |
Leasehold improvements and equipment, net | 3,003 | 3,206 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements and equipment, gross | 3,281 | 2,967 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements and equipment, gross | 2,387 | 2,357 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements and equipment, gross | 814 | 751 |
Implementation costs - cloud computing arrangements | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements and equipment, gross | 771 | 582 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements and equipment, gross | 203 | 201 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements and equipment, gross | $ 91 | $ 2 |
Leasehold Improvements and Eq_4
Leasehold Improvements and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 890 | $ 871 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 10 years |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2021USD ($)renewal_option | Jun. 30, 2021USD ($)renewal_option | Dec. 31, 2020USD ($) | |
Leases [Abstract] | |||
Fair value of estimated increase in operating ROU asset due to lease modification | $ 1,400 | $ 2,200 | |
Fair value of estimated increase in operating liability due to lease modification | $ 1,400 | $ 2,200 | |
Number of extension options | renewal_option | 1 | 1 | |
Extension term | 5 years | 5 years | |
Operating lease ROU assets | $ 4,352 | $ 1,226 | |
Operating lease liabilities | $ 4,682 | $ 1,600 | |
Weighted average remaining lease term for operating leases | 5 years 2 months 12 days | ||
Weighted average discount rate used to determine operating lease liabilities | 5.90% |
Leases - Components of Operatin
Leases - Components of Operating Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease expense | $ 625 | $ 501 |
Variable lease expense | 195 | 182 |
Operating lease expense | 820 | 683 |
Short-term lease rent expense | 249 | 253 |
Total expense | $ 1,069 | $ 936 |
Leases - Future Minimum Payment
Leases - Future Minimum Payments Under Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 694 | |
2023 | 949 | |
2024 | 1,159 | |
2025 | 1,141 | |
2026 | 906 | |
Thereafter | 677 | |
Total | 5,526 | |
Less: Present value discount | (844) | |
Present value of total operating lease liabilities | 4,682 | $ 1,600 |
Less: Current portion | (528) | (589) |
Long-term obligations under operating leases | $ 4,154 | $ 997 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | Dec. 11, 2021 | Dec. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||||
Debt issuance costs | $ 110,000 | $ 49,000 | ||
Unamortized debt issuance costs | 59,000 | |||
Western Alliance Bank | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit maximum amount | $ 10,000,000 | $ 7,000,000 | $ 10,000,000 | |
Floating rate base | 3.25% | 4.75% | ||
Incremental interest percentage in the even of default | 5.00% | |||
Interest rate | 4.75% | |||
Line of credit balance outstanding | $ 0 | |||
Western Alliance Bank | Variable Rate Base or Prime Rate | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.50% |
Deferred Revenue - Narrative (D
Deferred Revenue - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Jan. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Advance payments for future performance obligations | $ 1 | $ 4 |
Deferred Revenue - Revenue Reco
Deferred Revenue - Revenue Recognized from Deferred Revenue and the Deferred Revenue Balance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized from deferred revenue | $ 95 | $ 432 |
Deferred revenue balance | $ 4,346 | $ 4,441 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax expense at statutory rate | (21.00%) | (21.00%) |
State income tax, net of federal benefit | (4.80%) | (5.70%) |
Permanent differences | (1.80%) | 1.40% |
Change in state tax rate | (0.10%) | (0.10%) |
Changes of state net operating losses | 2.80% | (0.30%) |
Change in stock options and restricted stock | (4.90%) | 0.30% |
Change in valuation allowance | 29.80% | 25.20% |
Other | 0.00% | 0.20% |
Effective tax rate | 0.00% | (0.00%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 36,136 | $ 28,496 |
Stock options and restricted stock | 4,805 | 5,051 |
Interest expense | 244 | 220 |
Inventory reserve | 399 | 272 |
Allowance for doubtful accounts | 17 | 50 |
Accrued expenses | 1,073 | 1,190 |
Deferred revenue | 880 | 5 |
Leasehold improvements and equipment | 74 | 32 |
Intangibles | 95 | 85 |
Operating leases | 85 | 96 |
Deferred tax assets, gross | 43,808 | 35,497 |
Less: Valuation allowance | (43,363) | (35,244) |
Total deferred tax assets | 445 | 253 |
Deferred tax liabilities: | ||
Prepaid expenses | (445) | (253) |
Total deferred tax liabilities | (445) | (253) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Effective tax rate | (0.00%) | 0.00% |
Increase in valuation allowance | $ 8,100,000 | |
Valuation allowance recorded | 43,300,000 | $ 35,200,000 |
Tax on GILTI | 0 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 138,100,000 | |
Operating loss carryforwards not subject to expiration | 98,100,000 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 106,600,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Net Sales | $ 9.3 | $ 9.3 |
Trade Receivables | 2.1 | 0.9 |
Affiliated Entity | A.S. Watson Group | ||
Related Party Transaction [Line Items] | ||
Net Sales | 9.3 | 7.7 |
Trade Receivables | 2.1 | 0.9 |
Affiliated Entity | Horizon Ventures | ||
Related Party Transaction [Line Items] | ||
Net Sales | 0 | 1.6 |
Trade Receivables | $ 0 | $ 0 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense related to nonvested stock options | $ | $ 9.4 |
Share-based Payment Arrangement, Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 1 year |
Vesting percentage | 33.33% |
Share-based Payment Arrangement, Tranche Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 2 years |
Vesting percentage | 66.67% |
Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense related to non-vested restricted stock units | 2 years |
Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense related to nonvested non-option awards | $ | $ 0.9 |
Unrecognized compensation expense related to non-vested restricted stock units | 2 years 3 months 18 days |
2017 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issuance of shares allowable under the plan, new shares (in shares) | 14,500,000 |
Issuance of shares allowable under the plan, unallocated shares remaining (in shares) | 384,000 |
Issuance of shares allowable under the plan, inducement award (in shares) | 500,000 |
Shares available for issuance (in shares) | 5,000,000 |
2017 Equity Incentive Plan | Option or stock appreciation right | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Reduction in shares available under the plan (in shares) | 1 |
2017 Equity Incentive Plan | Full-value award | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Reduction in shares available under the plan (in shares) | 1.5 |
2017 Equity Incentive Plan | Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration period | 10 years |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted Average Assumptions for Options Granted (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Expected term (years) | 5 years 9 months 18 days | 5 years 9 months 18 days |
Volatility | 75.00% | 67.00% |
Risk-free rate | 1.00% | 1.00% |
Dividend Yield | 0.00% | 0.00% |
Share-Based Compensation - Acti
Share-Based Compensation - Activity of Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Option Activity, Additional Disclosures | |||
Share price (in dollars per share) | $ 3.74 | ||
Service period based stock options | |||
Number of Options | |||
Options Outstanding Beginning Balance (in shares) | 10,833 | 9,509 | |
Options Granted (in shares) | 1,724 | 3,609 | |
Options Exercised (in shares) | (2,146) | (1,052) | |
Options Forfeited / Expired (in shares) | (916) | (1,233) | |
Options Outstanding Ending Balance (in shares) | 9,495 | 10,833 | 9,509 |
Weighted Average Exercise Price | |||
Options Outstanding Beginning Balance (in dollars per share) | $ 3.96 | $ 3.86 | |
Options Granted (in dollars per share) | 8.67 | 4.18 | |
Options Exercised (in dollars per share) | 4.34 | 3.84 | |
Options Forfeited / Expired (in dollars per share) | 4.83 | 3.98 | |
Options Outstanding, Ending Balance (in dollars per share) | $ 4.65 | $ 3.96 | $ 3.86 |
Stock Option Activity, Additional Disclosures | |||
Options Exercisable (in shares) | 6,828 | ||
Weighted Average Exercise Price, Options Exercisable (in dollars per share) | $ 3.77 | ||
Weighted Average Remaining Contractual Term, Options Outstanding | 6 years 6 months | 6 years 9 months 18 days | 6 years 10 months 24 days |
Weighted Average Remaining Contractual Term, Options Exercisable | 5 years 6 months | ||
Aggregate Intrinsic Value, Options Outstanding | $ 2,452 | $ 10,472 | $ 6,315 |
Aggregate Intrinsic Value, Options Exercised | 13,301 | $ 1,271 | |
Aggregate Intrinsic Value, Options Exercisable, Ending Balance | $ 2,256 | ||
Performance based stock options | |||
Number of Options | |||
Options Outstanding Beginning Balance (in shares) | 81 | 42 | |
Options Granted (in shares) | 0 | 164 | |
Options Exercised (in shares) | (40) | (42) | |
Options Forfeited (in shares) | 0 | (83) | |
Options Outstanding Ending Balance (in shares) | 41 | 81 | 42 |
Weighted Average Exercise Price | |||
Options Outstanding Beginning Balance (in dollars per share) | $ 4.34 | $ 1.89 | |
Options Granted (in dollars per share) | 0 | 4.34 | |
Options Exercised (in dollars per share) | 4.34 | 1.89 | |
Options Forfeited (in dollars per share) | 0 | 4.34 | |
Options Outstanding, Ending Balance (in dollars per share) | $ 4.34 | $ 4.34 | $ 1.89 |
Stock Option Activity, Additional Disclosures | |||
Weighted Average Remaining Contractual Term, Options Outstanding | 3 years 1 month 6 days | 3 years 1 month 6 days | |
Aggregate Intrinsic Value, Options Outstanding | $ 37 | $ 101 | |
Aggregate Intrinsic Value, Options Exercised | $ 401 | $ 100 | |
Options Exercisable (in shares) | 41 | ||
Weighted Average Exercise Price, Options Exercisable (in dollars per share) | $ 4.34 | ||
Weighted Average Remaining Contractual Term, Options Exercisable | 2 years 1 month 6 days | ||
Weighted Average Remaining Contractual Term, Options Outstanding | 2 years 1 month 6 days | ||
Aggregate Intrinsic Value, Options Outstanding | $ 0 | ||
Aggregate Intrinsic Value, Options Exercisable | $ 0 | ||
Market Based Stock Options | |||
Number of Options | |||
Options Outstanding Beginning Balance (in shares) | 1,000 | 1,000 | |
Options Granted (in shares) | 0 | 0 | |
Options Exercised (in shares) | 0 | 0 | |
Options Forfeited (in shares) | 0 | 0 | |
Options Outstanding Ending Balance (in shares) | 1,000 | 1,000 | 1,000 |
Weighted Average Exercise Price | |||
Options Outstanding Beginning Balance (in dollars per share) | $ 4.24 | $ 4.24 | |
Options Granted (in dollars per share) | 0 | 0 | |
Options Exercised (in dollars per share) | 0 | 0 | |
Options Forfeited (in dollars per share) | 0 | 0 | |
Options Outstanding, Ending Balance (in dollars per share) | $ 4.24 | $ 4.24 | $ 4.24 |
Stock Option Activity, Additional Disclosures | |||
Options Exercisable (in shares) | 1,000 | ||
Weighted Average Exercise Price, Options Exercisable (in dollars per share) | $ 4.24 | ||
Weighted Average Remaining Contractual Term, Options Exercisable | 5 years 9 months 18 days | ||
Weighted Average Remaining Contractual Term, Options Outstanding | 5 years 9 months 18 days | 6 years 9 months 18 days | 7 years 9 months 18 days |
Aggregate Intrinsic Value, Options Outstanding | $ 0 | $ 560 | $ 70 |
Aggregate Intrinsic Value, Options Exercisable | $ 0 |
Share-Based Compensation - Ac_2
Share-Based Compensation - Activity of Restricted Stock Units and Restricted Stock Awards (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Units | ||
Number of Units/Awards | ||
Unvested shares, Beginning Balance (in shares) | 0 | 0 |
Granted (in shares) | 135 | 0 |
Vested (in shares) | 0 | 0 |
Forfeited (in shares) | (20) | 0 |
Unvested shares, Ending Balance (in shares) | 115 | 0 |
Weighted Average Fair Value | ||
Unvested shares, Beginning Balance (in dollars per share) | $ 0 | $ 0 |
Granted (in dollars per share) | 10.29 | 0 |
Vested (in dollars per share) | 0 | 0 |
Unvested Weighted Average Fair Value, forfeited | 10.77 | 0 |
Unvested shares, Ending Balance (in dollars per share) | $ 10.21 | $ 0 |
Number of Units/Awards expected to vest (in shares) | 115 | |
Weighted Average Fair Value expected to vest (in dollars per share) | $ 10.21 | |
Restricted Stock | ||
Number of Units/Awards | ||
Unvested shares, Beginning Balance (in shares) | 183 | 183 |
Granted (in shares) | 0 | 0 |
Vested (in shares) | 0 | 0 |
Forfeited (in shares) | 0 | 0 |
Unvested shares, Ending Balance (in shares) | 183 | 183 |
Weighted Average Fair Value | ||
Unvested shares, Beginning Balance (in dollars per share) | $ 3.25 | $ 3.25 |
Granted (in dollars per share) | 0 | 0 |
Vested (in dollars per share) | 0 | 0 |
Unvested Weighted Average Fair Value, forfeited | 0 | 0 |
Unvested shares, Ending Balance (in dollars per share) | $ 3.25 | $ 3.25 |
Number of Units/Awards expected to vest (in shares) | 183 | |
Weighted Average Fair Value expected to vest (in dollars per share) | $ 3.25 |
Share-Based Compensation - Shar
Share-Based Compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 6,195 | $ 6,936 |
Cost of sales | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 204 | 142 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 1,689 | 1,282 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 877 | 551 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 3,425 | $ 4,961 |
Stock Issuance (Details)
Stock Issuance (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Feb. 23, 2021 | Feb. 20, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from issuance of stock | $ 26,740 | $ 4,856 | ||||
Offering costs | $ 100 | |||||
ATM Facility | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Offering costs | $ 300 | $ 300 | ||||
Shares sold (in shares) | 0.2 | 0.2 | ||||
Proceeds, net of offering costs | $ 1,900 | $ 1,900 | ||||
Price of shares sold (in dollars per share) | $ 10.56 | $ 10.56 | ||||
Securities Purchase Agreement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock issued (in shares) | 3.8 | |||||
Price of common stock issued (in dollars per share) | $ 6.50 | |||||
Proceeds from issuance of stock | $ 24,900 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Payments Under Purchase Obligations (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 19,710 |
2023 | 3,500 |
Total | $ 23,210 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) - USD ($) | Sep. 27, 2021 | Sep. 15, 2020 | Aug. 16, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2019 |
Loss Contingencies [Line Items] | ||||||
Royalty expense | $ 1,800,000 | $ 1,900,000 | ||||
Accounts receivable from securitization | $ 1,600,000 | |||||
California Action | ||||||
Loss Contingencies [Line Items] | ||||||
Damages sought, avoided costs | $ 110,000 | |||||
Damages sought, disgorgement of resale profits | 8,300,000 | |||||
Damages sought, price discount | 600,000 | |||||
Damages sought, compensation | $ 684,781 | |||||
California Action | Breach of Supply Agreement | ||||||
Loss Contingencies [Line Items] | ||||||
Damages awarded | $ 3,000,000 | |||||
California Action | Breach of Supply Agreement | Elysium Health, LLC | ||||||
Loss Contingencies [Line Items] | ||||||
Damages awarded | 625,000 | |||||
California Action | Breach of Confidentiality Agreement | ||||||
Loss Contingencies [Line Items] | ||||||
Damages awarded | 17,307 | |||||
California Action | Fraudulent Inducement of the Licensing Agreement | Elysium Health, LLC | ||||||
Loss Contingencies [Line Items] | ||||||
Damages awarded | 250,000 | |||||
California Action | Punitive Damages | Elysium Health, LLC | ||||||
Loss Contingencies [Line Items] | ||||||
Damages awarded | $ 1,025,000 | |||||
Rejuvenation Therapeutics | ||||||
Loss Contingencies [Line Items] | ||||||
Damages sought | $ 1,600,000 | |||||
Return liability | $ 500,000 | |||||
Minimum | License agreements and other | ||||||
Loss Contingencies [Line Items] | ||||||
Royalty payment percentage of sales | 1.00% | |||||
Maximum | License agreements and other | ||||||
Loss Contingencies [Line Items] | ||||||
Royalty payment percentage of sales | 5.00% |
Commitments and Contingencies_3
Commitments and Contingencies - Future Minimum Royalties Including License Maintenance Fees (Details) - Royalties, including License Maintenance Fees $ in Thousands | Dec. 31, 2021USD ($) |
Other Commitments [Line Items] | |
2022 | $ 418 |
2023 | 419 |
2024 | 430 |
2025 | 417 |
2026 | 369 |
Total | $ 2,053 |
Business Segmentation and Geo_3
Business Segmentation and Geographical Distribution - Segment Financial Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)reportable_segment | Dec. 31, 2020USD ($)reportable_segment | |
Segment Reporting [Abstract] | ||
Number of reportable segments | reportable_segment | 3 | 3 |
Segment Reporting Information [Line Items] | ||
Net sales | $ 67,449 | $ 59,257 |
Cost of sales | 25,959 | 23,983 |
Gross profit | 41,490 | 35,274 |
Operating expenses: | ||
Sales and marketing | 28,352 | 20,948 |
Research and development | 3,832 | 3,415 |
General and administrative | 36,379 | 30,765 |
Total operating expenses | 68,563 | 55,128 |
Operating loss | (27,073) | (19,854) |
Corporate and other | ||
Segment Reporting Information [Line Items] | ||
Net sales | 0 | 0 |
Cost of sales | 0 | 0 |
Gross profit | 0 | 0 |
Operating expenses: | ||
Sales and marketing | 0 | 0 |
Research and development | 0 | 0 |
General and administrative | 36,379 | 30,765 |
Total operating expenses | 36,379 | 30,765 |
Operating loss | (36,379) | (30,765) |
Consumer Products segment | ||
Segment Reporting Information [Line Items] | ||
Net sales | 56,705 | 47,090 |
Consumer Products segment | Operating segments | ||
Segment Reporting Information [Line Items] | ||
Net sales | 56,705 | 47,090 |
Cost of sales | 19,864 | 17,541 |
Gross profit | 36,841 | 29,549 |
Operating expenses: | ||
Sales and marketing | 27,821 | 20,323 |
Research and development | 3,427 | 2,972 |
General and administrative | 0 | 0 |
Total operating expenses | 31,248 | 23,295 |
Operating loss | 5,593 | 6,254 |
Ingredients segment | ||
Segment Reporting Information [Line Items] | ||
Net sales | 7,407 | 9,198 |
Ingredients segment | Operating segments | ||
Segment Reporting Information [Line Items] | ||
Net sales | 7,407 | 9,198 |
Cost of sales | 3,233 | 3,593 |
Gross profit | 4,174 | 5,605 |
Operating expenses: | ||
Sales and marketing | 46 | 41 |
Research and development | 405 | 443 |
General and administrative | 0 | 0 |
Total operating expenses | 451 | 484 |
Operating loss | 3,723 | 5,121 |
Analytical Reference Standards and Services segment | ||
Segment Reporting Information [Line Items] | ||
Net sales | 3,337 | 2,969 |
Analytical Reference Standards and Services segment | Operating segments | ||
Segment Reporting Information [Line Items] | ||
Net sales | 3,337 | 2,969 |
Cost of sales | 2,862 | 2,849 |
Gross profit | 475 | 120 |
Operating expenses: | ||
Sales and marketing | 485 | 584 |
Research and development | 0 | 0 |
General and administrative | 0 | 0 |
Total operating expenses | 485 | 584 |
Operating loss | $ (10) | $ (464) |
Business Segmentation and Geo_4
Business Segmentation and Geographical Distribution - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 67,449 | $ 59,257 |
Subtotal NIAGEN® Related | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 63,405 | 54,160 |
TRU NIAGEN®, Consumer Product | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 56,705 | 47,090 |
NIAGEN® Ingredient | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 6,700 | 7,070 |
Subtotal Other Goods and Services | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 4,044 | 5,097 |
Other Ingredients | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 707 | 2,128 |
Reference Standards | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 3,061 | 2,925 |
Consulting and Other | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 276 | 44 |
Consumer Products segment | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 56,705 | 47,090 |
Consumer Products segment | Subtotal NIAGEN® Related | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 56,705 | 47,090 |
Consumer Products segment | TRU NIAGEN®, Consumer Product | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 56,705 | 47,090 |
Consumer Products segment | NIAGEN® Ingredient | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 0 | 0 |
Consumer Products segment | Subtotal Other Goods and Services | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 0 | 0 |
Consumer Products segment | Other Ingredients | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 0 | 0 |
Consumer Products segment | Reference Standards | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 0 | 0 |
Consumer Products segment | Consulting and Other | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 0 | 0 |
Ingredients segment | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 7,407 | 9,198 |
Ingredients segment | Subtotal NIAGEN® Related | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 6,700 | 7,070 |
Ingredients segment | TRU NIAGEN®, Consumer Product | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 0 | 0 |
Ingredients segment | NIAGEN® Ingredient | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 6,700 | 7,070 |
Ingredients segment | Subtotal Other Goods and Services | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 707 | 2,128 |
Ingredients segment | Other Ingredients | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 707 | 2,128 |
Ingredients segment | Reference Standards | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 0 | 0 |
Ingredients segment | Consulting and Other | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 0 | 0 |
Analytical Reference Standards and Services segment | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 3,337 | 2,969 |
Analytical Reference Standards and Services segment | Subtotal NIAGEN® Related | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 0 | 0 |
Analytical Reference Standards and Services segment | TRU NIAGEN®, Consumer Product | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 0 | 0 |
Analytical Reference Standards and Services segment | NIAGEN® Ingredient | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 0 | 0 |
Analytical Reference Standards and Services segment | Subtotal Other Goods and Services | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 3,337 | 2,969 |
Analytical Reference Standards and Services segment | Other Ingredients | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 0 | 0 |
Analytical Reference Standards and Services segment | Reference Standards | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 3,061 | 2,925 |
Analytical Reference Standards and Services segment | Consulting and Other | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 276 | $ 44 |
Business Segmentation and Geo_5
Business Segmentation and Geographical Distribution - Net Sales from International Sources (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Total net sales from international sources | $ 19.8 | $ 20 |
Consumer Products segment | ||
Segment Reporting Information [Line Items] | ||
Total net sales from international sources | 18 | 16.9 |
Ingredients segment | ||
Segment Reporting Information [Line Items] | ||
Total net sales from international sources | 0.7 | 1.8 |
Analytical Reference Standards and Services segment | ||
Segment Reporting Information [Line Items] | ||
Total net sales from international sources | $ 1.1 | $ 1.3 |
Business Segmentation and Geo_6
Business Segmentation and Geographical Distribution - Major Customers and Major Vendor (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer Concentration Risk | Revenue | A.S. Watson Group | Affiliated Entity | Consumer Products segment | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 13.80% | 13.00% |
Customer Concentration Risk | Accounts Receivable | A.S. Watson Group | Affiliated Entity | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 39.60% | 31.90% |
Customer Concentration Risk | Accounts Receivable | Life Extension | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 22.10% | 17.70% |
Customer Concentration Risk | Accounts Receivable | Persona | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10.30% | |
Customer Concentration Risk | Accounts Receivable | Amazon Marketplaces | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 12.00% | |
Customer Concentration Risk | Accounts Receivable | Matakana Health | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 11.10% | |
Supplier Concentration Risk | Accounts Payable | Vendor A | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 32.10% | 39.70% |