Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001389545 | |
Entity Registrant Name | NOVABAY PHARMACEUTICALS, INC. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-33678 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 68-0454536 | |
Entity Address, Address Line One | 2000 Powell Street, Suite 1150 | |
Entity Address, City or Town | Emeryville | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94608 | |
City Area Code | 510 | |
Local Phone Number | 899-8800 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | NBY | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Emerging Growth Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 64,988,364 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash and cash equivalents | $ 3,868 | $ 7,504 |
Accounts receivable, net of allowance for doubtful accounts ($8 at September 30, 2022 and $0 at December 31, 2021) | 2,133 | 1,668 |
Inventory, net of allowance for excess and obsolete inventory and lower of cost or estimated net realizable value adjustments ($455 and $641 at September 30, 2022 and December 31, 2021, respectively) | 4,068 | 3,220 |
Prepaid expenses and other current assets | 544 | 778 |
Total current assets | 10,613 | 13,170 |
Operating lease right-of-use assets | 1,937 | 411 |
Property and equipment, net | 217 | 193 |
Goodwill, Ending Balance | 4,528 | 4,528 |
Other intangible assets, net | 4,928 | 5,200 |
Other assets | 153 | 476 |
TOTAL ASSETS | 22,376 | 23,978 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 1,097 | 1,045 |
Accrued liabilities | 2,168 | 2,092 |
Line of credit | 0 | 105 |
Operating lease liability | 445 | 200 |
Total current liabilities | 3,710 | 3,442 |
Operating lease liabilities non-current | 1,713 | 246 |
Warrant liability | 2,827 | 9,558 |
Contingent earnout liability | 342 | 561 |
Total liabilities | 8,592 | 13,807 |
Commitments & contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value; 5,000 shares authorized; 12 and 14 issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 570 | 680 |
Common stock, $0.01 par value; 150,000 and 100,000 shares authorized, 64,988 and 47,766 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 650 | 478 |
Additional paid-in capital | 162,510 | 150,900 |
Accumulated deficit | (149,946) | (141,887) |
Total stockholders' equity | 13,784 | 10,171 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 22,376 | $ 23,978 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts receivable, allowance for doubtful accounts | $ 8 | $ 0 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding (in shares) | 12,000 | 14,000 |
Preferred stock, shares issued (in shares) | 12,000 | 14,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 150,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 64,988,000 | 47,766,000 |
Common stock, shares outstanding (in shares) | 64,988,000 | 47,766,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Sales: | ||||
Total sales, net | $ 3,826 | $ 2,265 | $ 10,761 | $ 7,031 |
Product cost of goods sold | 1,451 | 712 | 4,735 | 2,194 |
Gross profit | 2,375 | 1,553 | 6,026 | 4,837 |
Operating expenses: | ||||
Research and development | 41 | 10 | 108 | 36 |
Sales and marketing | 1,835 | 2,061 | 5,860 | 5,942 |
General and administrative | 956 | 1,771 | 5,049 | 4,527 |
Total operating expenses | 2,832 | 3,842 | 11,017 | 10,505 |
Operating loss | (457) | (2,289) | (4,991) | (5,668) |
Non-cash loss on modification of common stock warrants | (1,922) | 0 | (1,922) | 0 |
Non-cash gain on changes in fair value of warrant liabilities | 2,414 | 0 | 4,470 | 0 |
Non-cash gain on changes in fair value of contingent liability | 0 | 0 | 219 | 0 |
Other (expense) income, net | 171 | 0 | 178 | (2) |
Loss before provision for income taxes | (136) | (2,289) | (2,402) | (5,666) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss and comprehensive loss | (136) | (2,289) | (2,402) | (5,666) |
Less: Increase to accumulated deficit due to adjustment to Series B Preferred Stock conversion price | 5,657 | 0 | 5,657 | 0 |
Net loss attributable to common stockholders | $ (5,793) | $ (2,289) | $ (8,059) | $ (5,666) |
Net loss per share (basic and diluted) (in dollars per share) | $ (0.10) | $ (0.05) | $ (0.15) | $ (0.13) |
Weighted-average shares of common stock used in computing net loss per share (basic and diluted) (in shares) | 56,133 | 44,921 | 53,007 | 43,100 |
Product [Member] | ||||
Sales: | ||||
Total sales, net | $ 3,816 | $ 2,259 | $ 10,743 | $ 7,012 |
Product cost of goods sold | 1,451 | 712 | 4,735 | 2,194 |
Product and Service, Other [Member] | ||||
Sales: | ||||
Total sales, net | $ 10 | $ 6 | $ 18 | $ 19 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Director [Member] Preferred Stock [Member] | Director [Member] Common Stock [Member] | Director [Member] Additional Paid-in Capital [Member] | Director [Member] Retained Earnings [Member] | Director [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2020 | 0 | 41,782 | ||||||||
Balance at Dec. 31, 2020 | $ 0 | $ 418 | $ 147,963 | $ (136,063) | $ 12,318 | |||||
Net loss | (1,518) | (1,518) | ||||||||
Stock-based compensation expense related to employee and director stock options | 130 | 130 | ||||||||
Stock-based compensation expense related to non-employee stock options | 53 | 53 | ||||||||
Balance (in shares) at Mar. 31, 2021 | 0 | 41,782 | ||||||||
Balance at Mar. 31, 2021 | $ 418 | 148,146 | (137,581) | 10,983 | ||||||
Balance (in shares) at Dec. 31, 2020 | 0 | 41,782 | ||||||||
Balance at Dec. 31, 2020 | $ 0 | $ 418 | 147,963 | (136,063) | 12,318 | |||||
Net loss | (5,666) | |||||||||
Conversion of Series B Preferred Stock to common stock | 0 | |||||||||
Conversion of Series B Preferred Stock to common stock | 0 | |||||||||
Conversion of Series B Preferred Stock to common stock | 0 | |||||||||
Balance (in shares) at Sep. 30, 2021 | 0 | 44,943 | ||||||||
Balance at Sep. 30, 2021 | $ 0 | $ 450 | 150,643 | (141,729) | 9,364 | |||||
Balance (in shares) at Mar. 31, 2021 | 0 | 41,782 | ||||||||
Balance at Mar. 31, 2021 | $ 418 | 148,146 | (137,581) | 10,983 | ||||||
Net loss | (1,859) | (1,859) | ||||||||
Stock-based compensation expense related to employee and director stock options | 242 | 242 | ||||||||
Vesting of director restricted stock awards (in shares) | 160 | |||||||||
Vesting of director restricted stock awards | $ 2 | (2) | ||||||||
Stock-based compensation expense related to non-employee stock options | 54 | 54 | ||||||||
Issuance of warrants | 13 | 13 | ||||||||
Issuance of common stock, net of offering costs (in shares) | 2,673 | |||||||||
Issuance of common stock, net of offering costs | $ 27 | 1,749 | 1,776 | |||||||
Balance (in shares) at Jun. 30, 2021 | 0 | 44,615 | ||||||||
Balance at Jun. 30, 2021 | $ 447 | 150,202 | (139,440) | 11,209 | ||||||
Net loss | $ 0 | 0 | 0 | (2,289) | (2,289) | |||||
Stock-based compensation expense related to employee and director stock options | $ 0 | $ 0 | 151 | 0 | 151 | |||||
Vesting of director restricted stock awards (in shares) | 0 | 328 | ||||||||
Vesting of director restricted stock awards | $ 0 | $ 3 | 217 | 0 | 220 | |||||
Stock-based compensation expense related to non-employee stock options | $ 0 | $ 0 | 73 | 0 | 73 | |||||
Balance (in shares) at Sep. 30, 2021 | 0 | 44,943 | ||||||||
Balance at Sep. 30, 2021 | $ 0 | $ 450 | 150,643 | (141,729) | 9,364 | |||||
Balance (in shares) at Dec. 31, 2021 | 14 | 47,766 | ||||||||
Balance at Dec. 31, 2021 | $ 680 | $ 478 | 150,900 | (141,887) | 10,171 | |||||
Net loss | $ 0 | $ 0 | 0 | (111) | (111) | |||||
Reclassification of Private Placement Warrants | 7,502 | 7,502 | ||||||||
Conversion of Series B Preferred Stock to common stock (in shares) | (1) | (3,653) | ||||||||
Conversion of Series B Preferred Stock to common stock | $ (71) | $ (36) | (35) | |||||||
Conversion of Series B Preferred Stock to common stock (in shares) | 1 | 3,653 | ||||||||
Conversion of Series B Preferred Stock to common stock | $ 71 | $ 36 | 35 | |||||||
Stock-based compensation expense related to employee and director stock options | 184 | 184 | ||||||||
Conversion of Series B Preferred Stock to common stock | $ 71 | $ 36 | 35 | |||||||
Balance (in shares) at Mar. 31, 2022 | 13 | 51,419 | ||||||||
Balance at Mar. 31, 2022 | $ 609 | $ 514 | 158,621 | (141,998) | 17,746 | |||||
Balance (in shares) at Dec. 31, 2021 | 14 | 47,766 | ||||||||
Balance at Dec. 31, 2021 | $ 680 | $ 478 | 150,900 | (141,887) | 10,171 | |||||
Net loss | (2,402) | |||||||||
Conversion of Series B Preferred Stock to common stock | (110) | |||||||||
Conversion of Series B Preferred Stock to common stock | 110 | |||||||||
Conversion of Series B Preferred Stock to common stock | 110 | |||||||||
Balance (in shares) at Sep. 30, 2022 | 12 | 64,988 | ||||||||
Balance at Sep. 30, 2022 | $ 570 | $ 650 | 162,510 | (149,946) | 13,784 | |||||
Balance (in shares) at Mar. 31, 2022 | 13 | 51,419 | ||||||||
Balance at Mar. 31, 2022 | $ 609 | $ 514 | 158,621 | (141,998) | 17,746 | |||||
Net loss | (2,155) | (2,155) | ||||||||
Conversion of Series B Preferred Stock to common stock (in shares) | 1 | (1,974) | ||||||||
Conversion of Series B Preferred Stock to common stock | $ 39 | $ (20) | (19) | 0 | ||||||
Conversion of Series B Preferred Stock to common stock (in shares) | (1) | 1,974 | ||||||||
Conversion of Series B Preferred Stock to common stock | $ (39) | $ 20 | 19 | 0 | ||||||
Stock-based compensation expense related to employee and director stock options | 0 | 0 | 154 | 0 | 154 | |||||
Conversion of Series B Preferred Stock to common stock | $ (39) | $ 20 | 19 | 0 | ||||||
Vesting of director restricted stock awards (in shares) | 0 | 120 | ||||||||
Vesting of director restricted stock awards | $ 0 | $ 1 | $ (1) | $ 0 | $ 0 | |||||
Balance (in shares) at Jun. 30, 2022 | 12 | 53,513 | ||||||||
Balance at Jun. 30, 2022 | $ 570 | $ 535 | 158,793 | (144,153) | 15,745 | |||||
Net loss | 0 | 0 | 0 | (136) | (136) | |||||
Stock-based compensation expense related to employee and director stock options | 0 | 0 | (208) | 0 | (208) | |||||
Modification of common stock warrants | $ 0 | $ 0 | 1,922 | 0 | 1,922 | |||||
Exercise of warrants, net of offering costs (in shares) | 0 | 11,475 | ||||||||
Exercise of warrants, net of offering costs | $ 0 | $ 115 | 171 | 0 | 286 | |||||
Reclassification of common stock warrants to liability | 0 | 0 | (3,825) | 0 | (3,825) | |||||
Adjustment of Series B Preferred Stock conversion price | $ 0 | $ 0 | 5,657 | (5,657) | 0 | |||||
Balance (in shares) at Sep. 30, 2022 | 12 | 64,988 | ||||||||
Balance at Sep. 30, 2022 | $ 570 | $ 650 | $ 162,510 | $ (149,946) | $ 13,784 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities: | ||
Net loss | $ (2,402) | $ (5,666) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 88 | 32 |
Amortization of intangible assets | 272 | 0 |
Vesting of employee restricted stock awards | 2 | |
Issuance of warrants to non-employees for services | 13 | |
Non-cash loss on modifications of common stock warrants | 1,922 | 0 |
Unrealized gain on changes in fair value of warrant liabilities | (4,470) | 0 |
Unrealized gain on changes in fair value of contingent liability | (219) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (465) | 263 |
Inventory | (848) | (361) |
Prepaid expenses and other current assets | 234 | (81) |
Operating lease right-of-use assets | (1,526) | 266 |
Other asset | (1) | 0 |
Accounts payable and accrued liabilities | 128 | 262 |
Operating lease liabilities | 1,712 | (307) |
Net cash used in operating activities | (5,445) | (4,874) |
Investing activities: | ||
Purchases of property and equipment | (112) | (44) |
Net cash used in investing activities | (112) | (44) |
Financing activities: | ||
Proceeds from exercise of warrants | 1,703 | 0 |
Proceeds from common stock issuances, net | 1,994 | |
Payment on the line of credit | (105) | |
Net cash provided by financing activities | 1,598 | 1,994 |
Net decrease in cash, cash equivalents, and restricted cash | (3,959) | (2,924) |
Cash, cash equivalents and restricted cash, beginning of year | 7,979 | 12,427 |
Cash, cash equivalents and restricted cash, end of period | 4,020 | 9,503 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 12 | |
Adjustment of Series B Preferred Stock conversion price | 5,657 | 0 |
Equity transferred to warrant liabilities | 3,825 | 0 |
Addition of operating lease, right-of-use asset | 2,039 | |
Reassessment of operating lease, right-of-use asset | 164 | 0 |
Conversion of Series B Preferred Stock to common stock | 110 | 0 |
Employees and Directors [Member] | Share-Based Payment Arrangement, Option [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense for options and stock issued | 130 | 523 |
Nonemployees [Member] | Share-Based Payment Arrangement, Option [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense for options and stock issued | $ 180 | |
The 2019 Preferred Warrant and 2019 Common Warrant Liability [Member] | ||
Supplemental disclosure of cash flow information: | ||
Warrant liability transferred to equity | $ 7,502 |
Note 1 - Organization
Note 1 - Organization | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. ORGANIZATION NovaBay Pharmaceuticals, Inc. develops and sells scientifically-created and clinically-proven eyecare and skincare products. Our leading product, Avenova® Antimicrobial Lid and Lash Solution (“Avenova Spray”), is proven in laboratory testing to have broad antimicrobial properties as it removes foreign material including microorganisms and debris from the skin around the eye, including the eyelid. Avenova Spray is formulated with our proprietary, stable and pure form of hypochlorous acid and is cleared by the U.S. Food and Drug Administration (“FDA”) for sale in the United States. Avenova Spray is available direct to consumers through online distribution channels and is also often prescribed and dispensed by eyecare professionals for blepharitis and dry-eye disease. Other eyecare products offered under the Avenova eyecare brand include Novawipes by Avenova, Avenova Lubricant Eye Drops, Avenova Moist Heating Eye Compress, and the i-Chek eyelid and eyelash mirror. We also manufacture and sell our proprietary form of hypochlorous acid for the wound care market. NeutroPhase and PhaseOne are used for the cleansing and irrigation of post-surgical wounds, minor burns, and superficial abrasions. NeutroPhase and PhaseOne are gentle, non-irritating, and non-sensitizing to skin and new tissue. PhaseOne is distributed through commercial partners in the United States for professional use only, and NeutroPhase is distributed in China by Pioneer Pharma (Hong Kong) Company Ltd. On November 5, 2021, ( 30 3, The Company was incorporated under the laws of the State of California on January 19, 2000, no July 1, 2002, February 2007, June 2010, 1 2 Liquidity Based primarily on the funds available on September 30, 2022, second 2023. 2022 2022 may may 19 The Company’s long-term liquidity needs will be largely determined by the success of commercialization efforts. To address the Company’s current liquidity and capital needs, the Company has and continues to evaluate different plans and strategic transactions to fund operations, including: ( 1 2 one 3 4 may may 1 3 not may |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and are expressed in U.S. dollars. In management’s opinion, the unaudited condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position and operating results. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. These estimates include contract liabilities related to product sales, useful lives for property and equipment and related depreciation calculations, assumptions for valuing options and warrants, the fair value of contingent consideration, intangible assets, goodwill, stock-based compensation, income taxes and other contingencies as of September 30, 2022. These estimates are based on management’s best estimates and judgment. Actual results may Unaudited Interim Financial Information The accompanying unaudited interim condensed consolidated financial statements and related disclosures have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only recurring adjustments, necessary for a fair presentation. The year-end condensed consolidated balance sheet date was derived from audited consolidated financial statement but does not not The financial statements and notes included herein should be read in conjunction with the annual consolidated financial statements and notes for the year ended December 31, 2021, 10 December 31, 2021, March 29, 2022. Change in Accounting and Revision of Prior Period Financial Statements During the three September 30, 2022, third no not While reviewing its accounting policy for fulfillment fees, the Company identified an error in its previously issued financial statements whereby the Company has been incorrectly presenting revenue net of selling commissions paid to third three September 30, 2022, 2022, 2021 2020 no not Cash, Cash Equivalents, and Restricted Cash The Company considers all highly-liquid instruments with a stated maturity of three September 30, 2022 December 31, 2021, The following table provides a reconciliation of the cash, cash equivalents, and restricted cash reported in the condensed consolidated balance sheets (in thousands): September 30, December 31, 2022 2021 Cash and cash equivalents $ 3,868 $ 7,504 Restricted cash included in other assets 152 475 Total cash, cash equivalents, and restricted cash in the condensed consolidated balance sheets $ 4,020 $ 7,979 The restricted cash amount included in other assets on the condensed consolidated balance sheets represents amounts held as certificates of deposit for long-term financing and lease arrangements as contractually required by our financial institution and landlord. Concentrations of Credit Risk and Major Partners Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash. The Company maintains deposits of cash, cash equivalents and restricted cash with a highly-rated, major financial institution in the United States. Deposits in this bank may not During the three nine September 30, 2022 2021, three nine September 30, 2022, During the three nine September 30, 2022 2021, Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Avenova Spray $ 1,939 $ 2,145 $ 5,778 $ 6,358 DERMAdoctor 1,319 — 3,115 — NeutroPhase — — 657 175 Other products 558 114 1,193 479 Total product revenue, net 3,816 2,259 10,743 7,012 Other revenue, net 10 6 18 19 Total sales, net $ 3,826 $ 2,265 $ 10,761 $ 7,031 During the three September 30, 2022 2021, nine September 30, 2022 2021, No 10% three nine September 30, 2022 2021. As of September 30, 2022 December 31, 2021, 10% September 30, December 31, Major distribution partner 2022 2021 Avenova Spray Pharmacy Distributor A 24 % 11 % Avenova Spray Pharmacy Distributor B * % 13 % Major U.S. Retailer A 20 % 33 % * Less than 10% The Company relies on seven not third may may not may Fair Value of Financial Assets and Liabilities The Company’s financial instruments include cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, warrant liabilities, and contingent consideration. The Company’s cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The Company follows Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures three may Level 1 Level 2 Level 3 Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Allowance for Doubtful Accounts The Company charges bad debt expense and records an allowance for doubtful accounts when management believes it to be unlikely that specific invoices will be collected. Management identifies amounts due that are in dispute and believes are unlikely to be collected. At September 30, 2022, December 31, 2021. Inventory Inventory is comprised of ( 1 2 3 first first September 30, 2022 December 31, 2021, Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets of five seven three five five seven The costs of normal maintenance, repairs, and minor replacements are expensed as incurred. Business Combinations We account for 805, Business Combinations The determination of estimated fair value requires us to make significant estimates and assumptions. These fair value determinations require judgment and involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, and asset lives, among other items. As a result, we may one Transaction costs associated with business combinations are expensed as they are incurred. Goodwill and Intangible Assets Goodwill represents the excess of the consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination. Intangible assets are measured at their respective fair values as of the acquisition date and may may one not September 30, 2022 December 31, 2021. Valuation of Contingent Consideration Resulting from a Business Combination In connection with certain acquisitions, including the acquisition of DERMAdoctor, we may Increases or decreases in fair value of the contingent consideration liabilities can result from updates to assumptions such as the expected timing or probability of achieving the specified milestones. Significant judgment is employed in determining these assumptions as of the acquisition date and for each subsequent period. Updates to assumptions could have a significant impact on our results of operations in any given period. Actual results may Impairment of Long-Lived Assets The Company accounts for long-lived assets, other than goodwill and intangible assets, and operating lease right-of-use assets in accordance with ASC 360, Property, Plant and Equipment may may not no not no September 30, 2022 December 31, 2021. Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not may The Company has elected to combine lease and non-lease components as a single component for all leases in which it is a lessee or a lessor. The lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, operating lease liabilities current and operating lease liabilities non-current. Comprehensive Income (Loss) ASC 220, Comprehensive Income, Revenue Recognition Revenue is recognized from sale of goods in accordance with ASC 606, Revenue from Contracts with Customers 606” 606, 606, five 606: i. identify the contract(s) with a customer; ii. identify the performance obligations in the contract; iii. determine the transaction price; iv. allocate the transaction price to the performance obligations in the contract; and v. recognize revenue when (or as) the entity satisfies performance obligations. Revenue is generated through the Company’s webstores, Avenova.com and DERMAdoctor.com, for Avenova and DERMAdoctor products. Such direct to consumer sales are recognized upon fulfillment, which generally occurs upon delivery of the related products to a third Revenue generated through third third The Company pays third third 2022, third 2022, Prior to the third 2022, third not third 2022, third 2022, not not Prior to the third 2022, third 2022, third 2022 2022, 2021 2020 no not Financial statement line items included in the condensed consolidated statements of operations and comprehensive loss for the three nine September 30, 2022 2021 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 As Previously Reported Selling Commissions Fulfillment Fees As Revised As Previously Reported Selling Commissions Fulfillment Fees As Revised Sales Product revenue, net $ 3,268 $ 265 $ 283 $ 3,816 $ 8,934 $ 851 $ 959 $ 10,743 Product cost of goods sold Product cost of goods sold 1,168 - 283 1,451 3,776 - 959 4,735 Operating expenses Sales and marketing 1,570 265 - 1,835 5,009 851 - 5,860 Net loss and comprehensive loss (136 ) - - (136 ) (2,402 ) - - (2,402 ) Net loss per share (basic and diluted) (0.10 ) - - (0.10 ) (0.15 ) - - (0.15 ) Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 As Previously Reported Selling Commissions Fulfillment Fees As Revised As Previously Reported Selling Commissions Fulfillment Fees As Revised Sales Product revenue, net $ 1,834 $ 206 $ 219 $ 2,259 $ 5,761 $ 619 $ 632 $ 7,012 Product cost of goods sold Product cost of goods sold 493 219 712 1,562 632 2,194 Operating expenses Sales and marketing 1,855 206 2,061 5,323 619 5,942 Net loss and comprehensive loss (2,289 ) - - (2,289 ) (5,666 ) - - (5,666 ) Net loss per share (basic and diluted) (0.05 ) - - (0.05 ) (0.13 ) - - (0.13 ) The Company also generates Avenova Spray revenue through major pharmacy distribution partners. Product supply of Avenova Spray is the only performance obligation contained in these arrangements, and the Company recognizes product revenue upon transfer of control to its major distribution partners at the amount of consideration that the Company expects to be entitled to, generally upon delivery to the distributor on a “sell-in” basis. Upon recognition of product sales, contract liabilities are recorded for invoiced amounts that are subject to significant reversal, including product revenue allowances for cash consideration paid to customers for services, discounts, rebate programs, and product returns. The Company derives its rate of return from historical data and updates its return rate assumption quarterly. Payment for product supply is typically due 30 days after control transfers to the distributor. Revenue for products sales to Costco is recognized upon transfer of control to the amount of consideration that the Company expects to be entitled to, generally upon delivery to Costco. Upon recognition of product sales, contract liabilities are recorded for invoiced amounts that are subject to significant reversal, including discounts and product returns. The Company derives its rate of return from historical data and updates its return rate assumption quarterly. Payment for product supply is typically due 30 days after control transfers to Costco. Revenue generated through the Company’s partner pharmacies is recognized when control of the product transfers to the end customer. Revenue for product sales to other retailers, such as CVS, is generally recognized upon transfer of control to the retailer, which generally occurs upon delivery of the products to a third Cost of Goods Sold Cost of goods sold includes third third Research and Development Costs The Company charges research and development costs to expense as incurred. These costs include all costs associated with research, development and regulatory activities, including submissions to the Food and Drug Administration (the “FDA”). Patent Costs Patent costs, including legal expenses, are expensed in the period in which they are incurred. Patent expenses are included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. Advertising Costs Advertising costs are expensed in the period in which the costs are incurred. Advertising costs are included in sales and marketing expenses in the condensed consolidated statements of operations and comprehensive loss. Advertising expenses were $0.5 million and $0.8 million for the three September 30, 2022 2021, nine September 30, 2022 2021, Stock-Based Compensation The Company’s stock-based compensation includes grants of stock options and restricted stock units (“RSUs”) to employees, consultants and non-employee directors. The expense associated with these grants is recognized in the Company’s condensed consolidated statements of stockholders’ equity based on their fair values as they are earned under the applicable vesting terms. For stock options granted, the fair value of the stock options is estimated using a Black-Scholes option pricing model. See Note 15, Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not not Common Stock Warrant Liabilities The Company accounts for common stock purchase warrants issued in connection with its equity offerings in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity 815, Derivatives and Hedging The Company accounts for common stock purchase warrants issued in connection with share-based compensation arrangements in accordance with the provisions of ASC 718, Stock Compensation, 480, Distinguishing Liabilities from Equity The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement) or (iii) do not 718, Stock Compensation, For warrants that are classified as liabilities, the Company records the fair value of the warrants at each balance sheet date and records changes in the estimated fair value as a non-cash gain or loss in the condensed consolidated statements of operations and comprehensive loss. The fair values of these warrants are determined using the Black-Scholes option pricing model, the Binomial Lattice (“Lattice”) valuation model, or the Monte Carlo simulation model where deemed appropriate. These values are subject to a significant degree of management’s judgment. Net Loss per Share The Company computes net loss per share by presenting both basic and diluted earnings (loss) per share (“EPS”). Basic EPS is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period, including stock options and warrants, using the treasury stock method. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options or warrants. Potentially dilutive common share equivalents are excluded from the diluted EPS computation in net loss periods because their effect would be anti-dilutive. The following table sets forth the calculation of basic EPS and diluted EPS (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, Numerator 2022 2021 2022 2021 Net loss $ (136 ) $ (2,289 ) $ (2,402 ) $ (5,666 ) Less: Increase in accumulated deficit due to Series B Preferred Stock conversion price 5,657 — 5,657 — Net loss attributable to common stockholders, basic and diluted $ (5,793 ) $ (2,289 ) $ (8,059 ) $ (5,666 ) Denominator Weighted average shares outstanding, basic and diluted 56,133 44,921 53,007 43,100 Net loss per share, basic and diluted $ (0.10 ) $ (0.05 ) $ (0.15 ) $ (0.13 ) The following outstanding preferred stock, stock options and stock warrants were excluded from the diluted EPS computation as their effect would have been anti-dilutive (in thousands): As of September 30, 2022 2021 Series B Preferred Stock common stock equivalents 64,561 — Stock options 4,743 3,947 Stock warrants 2,282 7,082 71,586 11,029 Recent Accounting Pronouncements For information regarding recent accounting pronouncements that could affect our business, results of operations, financial condition, and liquidity, see Note 2, 10 December 31, 2021, March 29, 2022. |
Note 3 - Business Combination
Note 3 - Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 3. On November 5, 2021, 100% two The Company funded the closing purchase price in part through the 2021 14, The DERMAdoctor Acquisition is accounted for as a business combination in accordance with ASC 805, Business Combinations The following table sets forth the final allocation of the purchase price for the DERMAdoctor Acquisition to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from DERMAdoctor (in thousands): Fair Value Tangible net assets and liabilities: Cash and cash equivalents $ 12 Accounts receivable, net of allowance for doubtful accounts 1,015 Inventory, net of allowance 2,369 Prepaid expenses and other current assets 150 Property and equipment, net 62 Other intangible assets 54 Accounts payable (200 ) Accrued liabilities (683 ) Total net assets 2,779 Intangible Assets: Customer relationships 290 Trade secrets / product formulations 2,890 Trade names 2,080 Total intangible assets 5,260 Net assets acquired 8,039 Purchased consideration 12,561 Goodwill $ 4,528 Goodwill is primarily attributable to assembled workforce, expected synergies and other factors. The fair values of the identifiable intangible assets acquired at the date of the DERMAdoctor Acquisition are as follows (in thousands): Intangible Asset Fair Value Useful Life (in years) Amortization Method Customer relationships $ 290 7 Straight line Trade secrets / product formulations 2,890 9 Straight line Trade names 2,080 Indefinite N/A Goodwill 4,528 Indefinite N/A $ 9,788 The valuations of intangible assets incorporate significant unobservable inputs and require significant judgment and estimates, including the amount and timing of future cash flows. The Company recognized approximately $1.2 million of transaction costs in the year ended December 31, 2021. The Company’s management reviews financial results and manages the business on an aggregate basis in accordance with ASC 280, Segment Reporting 1 2 19, |
Note 4 - Fair Value Measurement
Note 4 - Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | NOTE 4. The Company’s cash equivalents are classified within Level 1 1 As of December 31, 2021, November 2021 14 3 13, 14, The following table presents the Company’s assets measured at fair value on a recurring basis as of September 30, 2022 ( Fair Value Measurements Using Quoted Prices in Balance at Active Markets Significant Other Significant Unobservable September 30, for Identical Observable Inputs 2022 Items Inputs (Level 3) (Level 1) (Level 2) Assets Deposit held as a certificate of deposit $ 152 $ 152 $ — $ — Total assets $ 152 $ 152 $ — $ — Liabilities Warrant liability $ 2,827 $ — $ — $ 2,827 Contingent earnout liability 342 — — 342 Total liabilities $ 3,169 $ — $ — $ 3,169 The following is a reconciliation of the beginning and ending balances for the liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3 September 30, 2022 ( Fair value of warrant liability at December 31, 2021 $ 9,558 Decrease in fair value of November 2021 Warrants (2,056 ) Reclassification of November 2021 Warrants liability to equity (7,502 ) Fair value of warrants issued in connection with the 2022 Warrant Reprice Transaction (as defined in Note 14) 5,241 Decrease in fair value of warrants issued in connection with the 2022 Warrant Reprice Transaction (as defined in Note 14) (2,414 ) Fair value of warrant liability at September 30, 2022 $ 2,827 Fair value of contingent liability at December 31, 2021 $ 561 Decrease in fair value of contingent liability (219 ) Fair value of contingent liability at September 30, 2022 $ 342 The following table presents the Company’s assets measured at fair value on a recurring basis as of December 31, 2021 ( Fair Value Measurements Using Quoted Prices in Balance at Active Markets Significant Other Significant Unobservable December 31, for Identical Observable Inputs 2021 Items Inputs (Level 3) (Level 1) (Level 2) Assets Restricted cash held as a certificate of deposit $ 324 $ 324 $ — $ — Deposit held as a certificate of deposit 151 151 — — Total assets $ 475 $ 475 $ — $ — Liabilities Warrant liability $ 9,558 $ — $ — $ 9,558 Contingent earnout liability 561 — — 561 Total liabilities $ 10,119 $ — $ — $ 10,119 The following is a reconciliation of the beginning and ending balances for the liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3 December 31, 2021 ( Fair value of warrant liability at December 31, 2020 $ — Fair value of November 2021 Warrants issued 14,172 Decrease in fair value of November 2021 Warrants (4,614 ) Fair value of warrant liability at December 31, 2021 $ 9,558 |
Note 5 - Prepaid Expenses and O
Note 5 - Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Prepaid Expenses and Other Current Assets [Text Block] | NOTE 5. Prepaid expenses and other current assets consisted of the following (in thousands): September 30, December 31, 2022 2021 Prepaid insurance $ 149 $ 138 Tenant allowance 119 - Prepaid inventory 91 368 Prepaid dues and subscriptions 39 18 Prepaid patents 12 9 Prepaid sales rebates 11 19 Prepaid rent - 14 Prepaid consultants - 68 Prepaid marketing costs 14 - Other 109 144 Total prepaid expenses and other current assets $ 544 $ 778 |
Note 6 - Inventory
Note 6 - Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | NOTE 6. Inventory consisted of the following (in thousands): September 30, December 31, 2022 2021 Raw materials and supplies $ 1,195 $ 1,179 Finished goods 3,328 2,682 Less: Reserve for excess and obsolete inventory (455 ) (641 ) Total inventory, net $ 4,068 $ 3,220 |
Note 7 - Property and Equipment
Note 7 - Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 7. Property and equipment consisted of the following (in thousands): September 30, December 31, 2022 2021 Office and laboratory equipment $ 20 $ 20 Furniture and fixtures 157 157 Computer equipment and software 479 464 Production equipment 138 114 Leasehold improvements 152 79 Total property and equipment, at cost 946 834 Less: accumulated depreciation and amortization (729 ) (641 ) Total property and equipment, net $ 217 $ 193 Depreciation and amortization expense was $29 thousand and $13 thousand for the three September 30, 2022 2021, nine September 30, 2022 2021, |
Note 8 - Goodwill
Note 8 - Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Goodwill Disclosure [Text Block] | NOTE 8. Goodwill is accounted for in accordance with ASC 350, Intangibles-Goodwill and Other. not may three nine September 30, 2022. No September 30, 2022. September 30, 2022 December 31, 2021. no |
Note 9 - Other Intangible Asset
Note 9 - Other Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 9. Other intangible assets consisted of the following (in thousands): Balance at September 30, 2022 Accumulated Gross Amortization Net Indefinite-lived intangible assets Trade names $ 2,080 $ — $ 2,080 Amortizable intangible assets Customer relationships $ 290 $ (38 ) $ 252 Trade secrets / product formulations 2,890 (294 ) 2,596 Total other intangible assets $ 5,260 $ (332 ) $ 4,928 Balance at December 31, 2021 Accumulated Gross Amortization Net Indefinite-lived intangible assets Trade names $ 2,080 $ — $ 2,080 Amortizable intangible assets Customer relationships $ 290 $ (7 ) $ 283 Trade secrets / product formulations 2,890 (53 ) 2,837 Total other intangible assets $ 5,260 $ (60 ) $ 5,200 Amortization expense was $90 thousand for the three September 30, 2022 nine September 30, 2022. three nine September 30, 2021. September 30, 2022, 2022 (remaining 3 months) $ 91 2023 363 2024 363 2025 363 2026 363 Thereafter 1,305 Total $ 2,848 |
Note 10 - Accrued Liabilities
Note 10 - Accrued Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 10. Accrued liabilities consisted of the following (in thousands): September 30, December 31, 2022 2021 Contract liabilities (see Note 16, “Distribution Agreements”) $ 1,703 $ 1,289 Employee payroll and benefits 292 443 Inventory purchases 10 — Other 163 360 Total accrued liabilities $ 2,168 $ 2,092 |
Note 11 - Line of Credit
Note 11 - Line of Credit | 9 Months Ended |
Sep. 30, 2022 | |
Line of Credit [Member] | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 11. At the time of the DERMAdoctor Acquisition, DERMAdoctor had a line of credit agreement with Bank Midwest for $500 thousand. The line of credit was terminated and repaid in full on January 6, 2022. September 30, 2022, first 2022. |
Note 12 - Commitments and Conti
Note 12 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 12. Indemnification Agreements As permitted under Delaware law and in accordance with its bylaws, the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is or was serving at the Company’s request in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum amount of potential future indemnification is unlimited; however, the Company has a director and officer insurance policy that limits its exposure and may not September 30, 2022. In the normal course of business, the Company provides indemnification of varying scope under its agreements with other entities, typically its clinical research organizations, investigators, clinical sites, suppliers, and others. Pursuant to these agreements, it generally indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified parties in connection with the use or testing of its products or product candidates or with any U.S. patent or any copyright or other intellectual property infringement claims by any third not September 30, 2022. Legal Matters As of September 30, 2022, no Leases The Company leases office space for its corporate headquarters located in Emeryville, California. The initial lease term was scheduled to expire on February 28, 2022, January 19, 2022, July 31, 2027. The Company also leases two November 2022. We are also party to a lease for 19,136 square feet of space located in Riverside, Missouri, which we utilize for light manufacturing, storage, distribution of products and administrative functions. The lease commenced on October 1, 2019 December 31, 2024. In calculating the present value of the minimum lease payments, the Company utilized its incremental borrowing rate. The Company has elected to account for each lease component and its associated non-lease components as a single lease component and has allocated all of the contract consideration across lease components only. This will potentially result in the initial and subsequent measurement of the balances of the right-of-use assets and lease liability for leases being greater than if the policy election was not not The components of lease expense for the three nine September 30, 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, Lease Costs 2022 2021 2022 2021 Operating lease cost $ 120 $ 99 $ 395 $ 298 Other information Operational cash flow used for operating leases $ 144 $ 113 $ 399 $ 339 The Company has measured its operating lease liabilities at its incremental borrowing rate over the remaining term for each operating lease. The weighted average remaining lease term and the weighted average discount rate are summarized as follows: September 30, 2022 September 30, 2021 Weighted-average remaining lease term (in years) 4.5 0.5 Weighted-average discount rate 5 % 12 % Future lease payments under non-cancelable leases as of September 30, 2022 2022 (remaining 3 months) $ 141 2023 535 2024 549 2025 431 2026 445 Thereafter 290 Total future minimum lease payments 2,391 Less imputed interest (233 ) Total $ 2,158 Reported as: Operating lease liability $ 445 Operating lease liability- non-current 1,713 Total $ 2,158 |
Note 13 - Warrant Liability
Note 13 - Warrant Liability | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Other Liabilities Disclosure [Text Block] | NOTE 13. 2019 2019 2019 As further described in Note 14, 2019 2019 2019 14 third 2019. 2019 2019 2019 480, Distinguishing Liabilities from Equity Upon issuance in the third 2019, 2019 2019 2019 In the third 2020, 14, 2019 2019 2019 2019 2019 Domestic Warrants 2019 Foreign Warrants Expected price volatility 178 % 178 % Expected term (in years) 4.57 4.57 Risk-free interest rate 0.25 % 0.27 % Dividend yield 0.00 % 0.00 % Weighted-average fair value of warrant $ 1.18 $ 1.54 There were no 2019 2019 September 30, 2022. In the third 2020, 14, 2019 2019 no 2019 2019 Expected price volatility 186 % Expected term (in years) 4.05 Risk-free interest rate 0.22 % Dividend yield 0.00 % Weighted-average fair value of warrants $ 1.17 The 2019 no 2019 September 30, 2022. Amended July 2020 On September 9, 2022, 2022 14, July 2020 $0.18 2022 July 2020 14 July 2020 2,700,000 March 9, 2023 20 November 10, 2022, 14, 20 480, Distinguishing Liabilities from Equity July 2020 September 30, 2022. July 2020 $0.3 Expected price volatility 79.6 % Expected term (in years) 3.4 Risk-free interest rate 3.58 % Dividend yield 0.00 % Weighted-average fair value of warrants $ 0.10 As of September 30, 2022, July 2020 Expected price volatility 79.6 % Expected term (in years) 3.3 Risk-free interest rate 3.58 % Dividend yield 0.00 % Weighted-average fair value of warrants $ 0.05 November 2021 As further described in Note 14, November 2021 fourth 2021 2022 14 November 2021 November 2021 March 9, 2023 November 10, 2022, 14, 20 Under ASC 480, Distinguishing Liabilities from Equity November 2021 December 31, 2021, November 2021 November 2021 December 31, 2021, January 31, 2022 November 2021 January 31, 2022, November 2021 Upon issuance, the fair value of the November 2021 November 2, 2021: Expected price volatility 84.9 % Expected term (in years) 6.2 Risk-free interest rate 1.29 % Dividend yield 0.00 % Weighted-average fair value of warrants $ 0.38 As of December 31, 2021, November 2021 Expected price volatility 87 % Expected term (in years) 6.0 Risk-free interest rate 1.31 % Dividend yield 0.00 % Weighted-average fair value of warrants $ 0.25 On September 9, 2022, 2022 14, November 2021 2022 November 2021 480, Distinguishing Liabilities from Equity November 2021 September 30, 2022. November 2021 Expected price volatility 79.6 % Expected term (in years) 6.0 Risk-free interest rate 3.43 % Dividend yield 0.00 % Weighted-average fair value of warrants $ 0.13 As of September 30, 2022, November 2021 $1.9 Expected price volatility 79.6 % Expected term (in years) 6.0 Risk-free interest rate 3.43 % Dividend yield 0.00 % Weighted-average fair value of warrants $ 0.07 September 2022 On September 9, 2022, 2022 14, September 2022 September 2022 March 9, 2023 November 10, 2022, 14, 20 480, Distinguishing Liabilities from Equity September 2022 September 30, 2022. September 2022 Expected price volatility 79.6 % Expected term (in years) 6.0 Risk-free interest rate 3.43 % Dividend yield 0.0 % Weighted-average fair value of warrants $ 0.13 As of September 30, 2022, September 2022 Expected price volatility 79.6 % Expected term (in years) 6.0 Risk-free interest rate 3.43 % Dividend yield 0.0 % Weighted-average fair value of warrants $ 0.07 |
Note 14 - Stockholders' Equity
Note 14 - Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 14. Common Stock and Preferred Stock Under the Company’s Amended and Restated Certificate of Incorporation, as amended, the Company is authorized to issue up to 150,000,000 shares of common stock and up to 5,000,000 shares of preferred stock (with rights and preferences as may 2022 September 2022 On September 9, 2022, November 2021 July 2020 “2022 As a result of these amendments to the November 2021 July 2020 $1.9 November 2021 July 2020 November 2021 Warrants July 2020 Warrants Expected price volatility 79.6 % 79.6 % Expected term (in years) 5.4 3.4 Risk-free interest rate 3.43 % 3.58 % Dividend yield 0.00 % 0.00 % Weighted-average fair value of warrants $ 0.09 $ 0.02 The fair value of the warrants was determined to be $5.2 million immediately after the modification in accordance with the following key assumptions: November 2021 Warrants July 2020 Warrants Expected price volatility 79.6 % 79.6 % Expected term (in years) 6.0 3.4 Risk-free interest rate 3.43 % 3.58 % Dividend yield 0.00 % 0.00 % Weighted-average fair value of warrants $ 0.13 $ 0.10 Further, in connection with the 2022 2022 November 2021 July 2020 “September 2022 100% November 2021 July 2020 2022 November 2021 July 2020 2,100,000 September 2022 September 2022 March 9, 2023 ( November 10, 2022), September 2022 September 11, 2028. The 2022 November 2021 July 2020 September 2022 November 2021 July 2020 September 2022 13, Ladenburg Thalmann & Co. Inc. (“Ladenburg”) served as the Company’s warrant solicitation agent for the 2022 2022 September 30, 2022. $363 Unissued Series C Preferred Stock and Warrants Concurrent with the 2022 September 9, 2022, 1 2 1 eighteen 18 3 2 six 6 “2022 2022 November 10, 2022), 2022 2022 8 September 13, 2022. Series B Preferred Stock and November 2021 On October 29, 2021, “2021 “November 2021 2021 November 2, 2021. Each share of the Series B Preferred Stock that we issued in the Private Placement has a purchase price of $1,000 per share and was initially convertible at a conversion price of $0.40 into 2,500 shares of common stock, or an aggregate of 37,500,000 2022 The Series B Preferred Stock does not third 2022 2022 The Company allocated the net proceeds from the 2021 November 2021 first November 2021 13, November 2021 At the time of issuance, the Company recorded a beneficial conversion feature of $0.7 million as a discount to the Series B Preferred Stock and an increase to additional paid in capital. The Company fully amortized the discount related to the beneficial conversion feature as a deemed dividend in the condensed consolidated statements of operations and comprehensive loss upon approval of certain stockholder proposals in the fourth 2021. The Company incurred total issuance costs of $1.7 million in conjunction with the 2021 December 31, 2021. On September 9, 2022, 2022 September 2022 $0.40 $0.18, 820, 1 2 Expected price volatility 79.6 % Expected term (in years) 1.3 Risk-free interest rate 3.64 % Dividend yield 0.00 % Weighted-average fair value of warrants $ 0.23 The fair value of the Series B Preferred Stock was determined to be $12.5 million immediately after the conversion price protection adjustment in accordance with the following key assumptions: Expected price volatility 79.6 % Expected term (in years) 1.3 Risk-free interest rate 3.64 % Dividend yield 0.00 % Weighted-average fair value of warrants $ 0.06 As of September 30, 2022, September 30, 2022, The November 2021 September 9, 2022, 2022 November 2021 September 11, 2028. 2022 November 2021 September 30, 2022, November 2021 March 9, 2023 ( November 10, 2022). 2019 2019 2019 July 2020 In the third 2019, “2019 “2019 “2019 2019 February 13, 2025. The Company allocated the proceeds between the common stock and 2019 first 2019 13, 2019 Ladenburg served as the placement agent for the transaction in exchange for a commission representing six August 8, 2024 ( “2019 The Company incurred total issuance costs of $0.5 million in conjunction with the 2019 2019 13, 2019 During the third 2020, 2019 2019 six 2019 During the third 2020, 2019 2019 2019 2019 1 2019 2019 2 “July 2020 100% 2019 2019 The July 2020 nine July 2020 five 2019 2019 July 2020 one not July 2020 During the third 2020, 2019 13 2019 no As described above, during the third 2022, 2022 July 2020 2022 July 2020 July 2020 March 9, 2023 ( November 10, 2022). July 2020 not 2022 not July 2020 May 2021 In the second 2021, “2021 8 May 14, 2021. second 2021, 2021 TLF Bio Innovation Warrants On January 15, 2021, five September 30, 2022. The details of all outstanding warrants as of September 30, 2022 Warrants (in thousands) Weighted- Average Exercise Price Outstanding at December 31, 2021 7,082 $ 1.63 Warrants granted 37,500 $ 0.53 Warrants exercised (11,475 ) $ 0.18 Warrants modified and not exercised (30,825 ) $ 0.18 Outstanding at September 30, 2022 2,282 $ 1.59 The September 2022 November 2021 July 2020 September 30, 2022 not |
Note 15 - Equity-based Compensa
Note 15 - Equity-based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | NOTE 15. Equity Compensation Plans In October 2007, 2007 “2007 2007 March 15, 2017. 2007 2007 no ten 2007 September 30, 2022. In March 2017, 2017 “2017 June 2, 2017, 2017 not 2007 2017 first January 1, 2018 January 1, 2027 4 2017 March 6, 2022, 2017 September 30, 2022, 2017 Under the terms of the 2017 may not not not ten not five 10% four 2007 2017 Stock Option Summary The following table summarizes information about the Company’s stock options outstanding at September 30, 2022 September 30, 2022: (in thousands, except years and per share data) Awards Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at December 31, 2021 4,449 $ 1.39 7.6 $ 460 Options granted 626 $ 0.28 Restricted stock units granted 180 $ — Restricted stock units vested (120 ) $ — Options forfeited/cancelled (362 ) $ 3.50 Restricted stock units cancelled (30 ) $ — Outstanding at September 30, 2022 4,743 $ 1.07 7.8 $ 135 Vested and expected to vest at September 30, 2022 3,492 $ 1.42 7.4 $ 20 Vested at September 30, 2022 2,068 $ 2.06 6.3 $ — Exercisable at September 30, 2022 2,068 $ 2.06 6.3 $ — The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of the Company’s common stock as quoted on the NYSE American as of September 30, 2022 three nine September 30, 2022. three nine September 30, 2022. As of September 30, 2022, Stock Option Awards to Employees and Directors The Company grants options to purchase common stock to its employees and directors at prices equal to or greater than the market value of the stock on the dates the options are granted. The Company has estimated the value of stock option awards as of the date of grant by applying the Black-Scholes option pricing model using the single-option valuation approach. The application of this valuation model involves assumptions that are judgmental and subjective in nature. See Note 2, During the nine September 30, 2022 2021, The weighted-average assumptions used in determining the value of options are as follows: Nine Months Ended September 30, Assumption 2022 2021 Expected price volatility 158.04 % 163.95 % Expected term (in years) 6.45 6.19 Risk-free interest rate 2.29 % 0.92 % Dividend yield 0.00 % 0.00 % Weighted-average fair value of options granted during the period $ 0.27 $ 0.71 Expected Price Volatility Expected Term Risk-Free Interest Rate Dividend Yield not Forfeitures are estimated at the time of grant and reduce compensation expense ratably over the vesting period. This estimate is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate. During the nine September 30, 2022, nine September 30, 2021, For the three September 30, 2022, three September 30, 2021, nine September 30, 2022 2021, Stock-Based Awards to Non-Employees During the nine September 30, 2022 2021, not When the Company grants stock options, the stock options are recorded at their fair value on the grant date and recognized over the respective service or vesting period. The fair value of the stock options that are granted is calculated using the Black-Scholes option pricing model. In addition, during the nine September 30, 2022 2021, not For the three September 30, 2022, three September 30, 2021, nine September 30, 2022, nine September 30, 2021, Summary of Stock-Based Compensation Expense A summary of the stock-based compensation expense included in results of operations for the options and restricted stock awards discussed above is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 5 $ 2 $ 14 $ 8 Sales and marketing 12 53 37 118 General and administrative (225 ) 169 79 576 Total stock-based compensation expense $ (208 ) $ 224 $ 130 $ 702 |
Note 16 - License, Collaboratio
Note 16 - License, Collaboration and Distribution Agreements | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
License, Collaboration, and Distribution Agreements [Text Block] | NOTE 16. Transactions under the Company’s major distribution agreements are recognized upon transfer of control of product sold to its major distribution partners at the amount of consideration that the Company expects to be entitled to. The Company records contract liabilities for the amounts that are estimated to be subject to significant reversal, including allowances for services, discounts, rebate programs, and product returns. Product Sales Discounts and Allowances The following table presents activities and ending reserve balances for each significant category of discounts and allowance, which constitute variable consideration for the nine September 30, 2022 ( Chargebacks, Discounts for Prompt Payment Other Custome r Fees Rebates Total Balance at December 31, 2021 $ 1,150 $ 83 $ 56 $ 1,289 Provision related to sales made in: Current period $ 613 $ 60 $ 326 $ 999 Payments and customer credits issued $ (189 ) $ (55 ) $ (341 ) $ (585 ) Balance at September 30, 2022 $ 1,574 $ 88 $ 41 $ 1,703 Contract Assets and Liabilities We receive payments from our distribution partners established in each contract. Amounts are recorded as accounts receivable when our right to consideration is unconditional. We may The following table presents contract assets and liabilities reported in the condensed consolidated balance sheets (in thousands): September 30, December 31, 2022 2021 Contract assets $ 11 $ 19 Contract liabilities - current $ 1 $ 54 Total contract liabilities $ 1 $ 54 Avenova Spray Pharmacy Distribution Agreements and Specialty Pharmacies Avenova Spray is made available in local pharmacies and major pharmacy retail chains under nationwide distribution agreements with McKesson Corporation, Cardinal Health and AmerisourceBergen. We have also entered into direct agreements with preferred pharmacy networks as part of our Partner Pharmacy Program. During the three September 30, 2022 2021, nine September 30, 2022 2021, Under the prescription Avenova Spray product distribution arrangements, the Company had a reserve balance of $1.4 million and $0.9 million at September 30, 2022 December 31, 2021, September 30, 2022 December 31, 2021, 5, Over-the-Counter Sales of Avenova Spray Avenova Spray was launched online on June 1, 2019 February 2021. three nine September 30, 2022, three nine September 30, 2021, DERMAdoctor DERMAdoctor products are available through wholesale distribution relationships with third September 30, 2022, December 31, 2021, |
Note 17 - Employee Benefit Plan
Note 17 - Employee Benefit Plan | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Retirement Benefits [Text Block] | NOTE 17. The Company has a 401 not December 31, 2021. 401 January 1, 2022, first three nine September 30, 2022, 2021 |
Note 18 - Related Party Transac
Note 18 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 18. Related Party Revenue The following table summarizes information about the Company’s related party revenue and cost of goods sold during the three nine September 30, 2022 2021, Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Related party revenue: NeutroPhase $ — $ — $ 657 $ 175 Total related party revenue $ — $ — $ 657 $ 175 Cost of goods sold: NeutroPhase $ — $ — $ 648 $ 131 Total related party expenses $ — $ — $ 648 $ 131 There was no related party accounts receivable as of September 30, 2022 December 31, 2021. |
Note 19 - Segment Reporting
Note 19 - Segment Reporting | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | NOTE 19. The Company’s chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer, allocates resources and assesses performance based on financial information of the Company. The CODM reviews financial information presented for each reportable segment for purposes of making operating decisions and assessing financial performance. Prior to the DERMAdoctor Acquisition in November 2021 ( 3, 1 2 Select financial information for each segment is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net sales Optical & Wound Care $ 2,507 $ 2,265 $ 7,646 $ 7,031 Skin Care 1,319 — 3,115 — Consolidated $ 3,826 $ 2,265 $ 10,761 $ 7,031 Operating loss Optical & Wound Care $ (257 ) $ (2,289 ) $ (3,605 ) $ (5,668 ) Skin Care (200 ) — (1,386 ) — Consolidated $ (457 ) $ (2,289 ) $ (4,991 ) $ (5,668 ) The Company’s reportable segments are strategic business units that offer different products. Each segment is managed independently because they require different operations and markets to distinct classes of customers. Operating costs included in one may not may |
Note 20 - Subsequent Events
Note 20 - Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 20. The Company has evaluated all subsequent events through the filing date of this Form 10 September 30, 2022, not no On October 3, 2022, not 1003 On November 10, 2022, not 1 not 1 may 713 14, September 2022 November 2021 July 2020 2022 On November 14, 2022, 1 1 35 4:15 November 15, 2022 November 16, 2022. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and are expressed in U.S. dollars. In management’s opinion, the unaudited condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position and operating results. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. These estimates include contract liabilities related to product sales, useful lives for property and equipment and related depreciation calculations, assumptions for valuing options and warrants, the fair value of contingent consideration, intangible assets, goodwill, stock-based compensation, income taxes and other contingencies as of September 30, 2022. These estimates are based on management’s best estimates and judgment. Actual results may |
Unaudited Interim Financial Information, Policy [Policy Text Block] | Unaudited Interim Financial Information The accompanying unaudited interim condensed consolidated financial statements and related disclosures have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only recurring adjustments, necessary for a fair presentation. The year-end condensed consolidated balance sheet date was derived from audited consolidated financial statement but does not not The financial statements and notes included herein should be read in conjunction with the annual consolidated financial statements and notes for the year ended December 31, 2021, 10 December 31, 2021, March 29, 2022. |
Reclassification, Comparability Adjustment [Policy Text Block] | Change in Accounting and Revision of Prior Period Financial Statements During the three September 30, 2022, third no not While reviewing its accounting policy for fulfillment fees, the Company identified an error in its previously issued financial statements whereby the Company has been incorrectly presenting revenue net of selling commissions paid to third three September 30, 2022, 2022, 2021 2020 no not |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash, Cash Equivalents, and Restricted Cash The Company considers all highly-liquid instruments with a stated maturity of three September 30, 2022 December 31, 2021, The following table provides a reconciliation of the cash, cash equivalents, and restricted cash reported in the condensed consolidated balance sheets (in thousands): September 30, December 31, 2022 2021 Cash and cash equivalents $ 3,868 $ 7,504 Restricted cash included in other assets 152 475 Total cash, cash equivalents, and restricted cash in the condensed consolidated balance sheets $ 4,020 $ 7,979 The restricted cash amount included in other assets on the condensed consolidated balance sheets represents amounts held as certificates of deposit for long-term financing and lease arrangements as contractually required by our financial institution and landlord. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk and Major Partners Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash. The Company maintains deposits of cash, cash equivalents and restricted cash with a highly-rated, major financial institution in the United States. Deposits in this bank may not During the three nine September 30, 2022 2021, three nine September 30, 2022, During the three nine September 30, 2022 2021, Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Avenova Spray $ 1,939 $ 2,145 $ 5,778 $ 6,358 DERMAdoctor 1,319 — 3,115 — NeutroPhase — — 657 175 Other products 558 114 1,193 479 Total product revenue, net 3,816 2,259 10,743 7,012 Other revenue, net 10 6 18 19 Total sales, net $ 3,826 $ 2,265 $ 10,761 $ 7,031 During the three September 30, 2022 2021, nine September 30, 2022 2021, No 10% three nine September 30, 2022 2021. As of September 30, 2022 December 31, 2021, 10% September 30, December 31, Major distribution partner 2022 2021 Avenova Spray Pharmacy Distributor A 24 % 11 % Avenova Spray Pharmacy Distributor B * % 13 % Major U.S. Retailer A 20 % 33 % * Less than 10% The Company relies on seven not third may may not may |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Assets and Liabilities The Company’s financial instruments include cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, warrant liabilities, and contingent consideration. The Company’s cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The Company follows Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures three may Level 1 Level 2 Level 3 Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Allowance for Doubtful Accounts The Company charges bad debt expense and records an allowance for doubtful accounts when management believes it to be unlikely that specific invoices will be collected. Management identifies amounts due that are in dispute and believes are unlikely to be collected. At September 30, 2022, December 31, 2021. |
Inventory, Policy [Policy Text Block] | Inventory Inventory is comprised of ( 1 2 3 first first September 30, 2022 December 31, 2021, |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets of five seven three five five seven The costs of normal maintenance, repairs, and minor replacements are expensed as incurred. |
Business Combinations Policy [Policy Text Block] | Business Combinations We account for 805, Business Combinations The determination of estimated fair value requires us to make significant estimates and assumptions. These fair value determinations require judgment and involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, and asset lives, among other items. As a result, we may one Transaction costs associated with business combinations are expensed as they are incurred. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill and Intangible Assets Goodwill represents the excess of the consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination. Intangible assets are measured at their respective fair values as of the acquisition date and may may one not September 30, 2022 December 31, 2021. |
Valuation of Contingent Consideration from Business Combination Policy [Policy Text Block] | Valuation of Contingent Consideration Resulting from a Business Combination In connection with certain acquisitions, including the acquisition of DERMAdoctor, we may Increases or decreases in fair value of the contingent consideration liabilities can result from updates to assumptions such as the expected timing or probability of achieving the specified milestones. Significant judgment is employed in determining these assumptions as of the acquisition date and for each subsequent period. Updates to assumptions could have a significant impact on our results of operations in any given period. Actual results may |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets The Company accounts for long-lived assets, other than goodwill and intangible assets, and operating lease right-of-use assets in accordance with ASC 360, Property, Plant and Equipment may may not no not no September 30, 2022 December 31, 2021. |
Lessee, Leases [Policy Text Block] | Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not may The Company has elected to combine lease and non-lease components as a single component for all leases in which it is a lessee or a lessor. The lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, operating lease liabilities current and operating lease liabilities non-current. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income (Loss) ASC 220, Comprehensive Income, |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition Revenue is recognized from sale of goods in accordance with ASC 606, Revenue from Contracts with Customers 606” 606, 606, five 606: i. identify the contract(s) with a customer; ii. identify the performance obligations in the contract; iii. determine the transaction price; iv. allocate the transaction price to the performance obligations in the contract; and v. recognize revenue when (or as) the entity satisfies performance obligations. Revenue is generated through the Company’s webstores, Avenova.com and DERMAdoctor.com, for Avenova and DERMAdoctor products. Such direct to consumer sales are recognized upon fulfillment, which generally occurs upon delivery of the related products to a third Revenue generated through third third The Company pays third third 2022, third 2022, Prior to the third 2022, third not third 2022, third 2022, not not Prior to the third 2022, third 2022, third 2022 2022, 2021 2020 no not Financial statement line items included in the condensed consolidated statements of operations and comprehensive loss for the three nine September 30, 2022 2021 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 As Previously Reported Selling Commissions Fulfillment Fees As Revised As Previously Reported Selling Commissions Fulfillment Fees As Revised Sales Product revenue, net $ 3,268 $ 265 $ 283 $ 3,816 $ 8,934 $ 851 $ 959 $ 10,743 Product cost of goods sold Product cost of goods sold 1,168 - 283 1,451 3,776 - 959 4,735 Operating expenses Sales and marketing 1,570 265 - 1,835 5,009 851 - 5,860 Net loss and comprehensive loss (136 ) - - (136 ) (2,402 ) - - (2,402 ) Net loss per share (basic and diluted) (0.10 ) - - (0.10 ) (0.15 ) - - (0.15 ) Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 As Previously Reported Selling Commissions Fulfillment Fees As Revised As Previously Reported Selling Commissions Fulfillment Fees As Revised Sales Product revenue, net $ 1,834 $ 206 $ 219 $ 2,259 $ 5,761 $ 619 $ 632 $ 7,012 Product cost of goods sold Product cost of goods sold 493 219 712 1,562 632 2,194 Operating expenses Sales and marketing 1,855 206 2,061 5,323 619 5,942 Net loss and comprehensive loss (2,289 ) - - (2,289 ) (5,666 ) - - (5,666 ) Net loss per share (basic and diluted) (0.05 ) - - (0.05 ) (0.13 ) - - (0.13 ) The Company also generates Avenova Spray revenue through major pharmacy distribution partners. Product supply of Avenova Spray is the only performance obligation contained in these arrangements, and the Company recognizes product revenue upon transfer of control to its major distribution partners at the amount of consideration that the Company expects to be entitled to, generally upon delivery to the distributor on a “sell-in” basis. Upon recognition of product sales, contract liabilities are recorded for invoiced amounts that are subject to significant reversal, including product revenue allowances for cash consideration paid to customers for services, discounts, rebate programs, and product returns. The Company derives its rate of return from historical data and updates its return rate assumption quarterly. Payment for product supply is typically due 30 days after control transfers to the distributor. Revenue for products sales to Costco is recognized upon transfer of control to the amount of consideration that the Company expects to be entitled to, generally upon delivery to Costco. Upon recognition of product sales, contract liabilities are recorded for invoiced amounts that are subject to significant reversal, including discounts and product returns. The Company derives its rate of return from historical data and updates its return rate assumption quarterly. Payment for product supply is typically due 30 days after control transfers to Costco. Revenue generated through the Company’s partner pharmacies is recognized when control of the product transfers to the end customer. Revenue for product sales to other retailers, such as CVS, is generally recognized upon transfer of control to the retailer, which generally occurs upon delivery of the products to a third |
Cost of Goods Sold, Policy [Policy Text Block] | Cost of Goods Sold Cost of goods sold includes third third |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs The Company charges research and development costs to expense as incurred. These costs include all costs associated with research, development and regulatory activities, including submissions to the Food and Drug Administration (the “FDA”). |
Patent Costs Policy [Policy Text Block] | Patent Costs Patent costs, including legal expenses, are expensed in the period in which they are incurred. Patent expenses are included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. |
Advertising Cost [Policy Text Block] | Advertising Costs Advertising costs are expensed in the period in which the costs are incurred. Advertising costs are included in sales and marketing expenses in the condensed consolidated statements of operations and comprehensive loss. Advertising expenses were $0.5 million and $0.8 million for the three September 30, 2022 2021, nine September 30, 2022 2021, |
Share-Based Payment Arrangement [Policy Text Block] | Stock-Based Compensation The Company’s stock-based compensation includes grants of stock options and restricted stock units (“RSUs”) to employees, consultants and non-employee directors. The expense associated with these grants is recognized in the Company’s condensed consolidated statements of stockholders’ equity based on their fair values as they are earned under the applicable vesting terms. For stock options granted, the fair value of the stock options is estimated using a Black-Scholes option pricing model. See Note 15, |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not not |
Warrant Liabilities [Policy Text Block] | Common Stock Warrant Liabilities The Company accounts for common stock purchase warrants issued in connection with its equity offerings in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity 815, Derivatives and Hedging The Company accounts for common stock purchase warrants issued in connection with share-based compensation arrangements in accordance with the provisions of ASC 718, Stock Compensation, 480, Distinguishing Liabilities from Equity The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement) or (iii) do not 718, Stock Compensation, For warrants that are classified as liabilities, the Company records the fair value of the warrants at each balance sheet date and records changes in the estimated fair value as a non-cash gain or loss in the condensed consolidated statements of operations and comprehensive loss. The fair values of these warrants are determined using the Black-Scholes option pricing model, the Binomial Lattice (“Lattice”) valuation model, or the Monte Carlo simulation model where deemed appropriate. These values are subject to a significant degree of management’s judgment. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Share The Company computes net loss per share by presenting both basic and diluted earnings (loss) per share (“EPS”). Basic EPS is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period, including stock options and warrants, using the treasury stock method. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options or warrants. Potentially dilutive common share equivalents are excluded from the diluted EPS computation in net loss periods because their effect would be anti-dilutive. The following table sets forth the calculation of basic EPS and diluted EPS (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, Numerator 2022 2021 2022 2021 Net loss $ (136 ) $ (2,289 ) $ (2,402 ) $ (5,666 ) Less: Increase in accumulated deficit due to Series B Preferred Stock conversion price 5,657 — 5,657 — Net loss attributable to common stockholders, basic and diluted $ (5,793 ) $ (2,289 ) $ (8,059 ) $ (5,666 ) Denominator Weighted average shares outstanding, basic and diluted 56,133 44,921 53,007 43,100 Net loss per share, basic and diluted $ (0.10 ) $ (0.05 ) $ (0.15 ) $ (0.13 ) The following outstanding preferred stock, stock options and stock warrants were excluded from the diluted EPS computation as their effect would have been anti-dilutive (in thousands): As of September 30, 2022 2021 Series B Preferred Stock common stock equivalents 64,561 — Stock options 4,743 3,947 Stock warrants 2,282 7,082 71,586 11,029 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements For information regarding recent accounting pronouncements that could affect our business, results of operations, financial condition, and liquidity, see Note 2, 10 December 31, 2021, March 29, 2022. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Table Text Block] | September 30, December 31, 2022 2021 Cash and cash equivalents $ 3,868 $ 7,504 Restricted cash included in other assets 152 475 Total cash, cash equivalents, and restricted cash in the condensed consolidated balance sheets $ 4,020 $ 7,979 |
Schedules of Concentration of Risk, by Product [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Avenova Spray $ 1,939 $ 2,145 $ 5,778 $ 6,358 DERMAdoctor 1,319 — 3,115 — NeutroPhase — — 657 175 Other products 558 114 1,193 479 Total product revenue, net 3,816 2,259 10,743 7,012 Other revenue, net 10 6 18 19 Total sales, net $ 3,826 $ 2,265 $ 10,761 $ 7,031 |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | September 30, December 31, Major distribution partner 2022 2021 Avenova Spray Pharmacy Distributor A 24 % 11 % Avenova Spray Pharmacy Distributor B * % 13 % Major U.S. Retailer A 20 % 33 % |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 As Previously Reported Selling Commissions Fulfillment Fees As Revised As Previously Reported Selling Commissions Fulfillment Fees As Revised Sales Product revenue, net $ 3,268 $ 265 $ 283 $ 3,816 $ 8,934 $ 851 $ 959 $ 10,743 Product cost of goods sold Product cost of goods sold 1,168 - 283 1,451 3,776 - 959 4,735 Operating expenses Sales and marketing 1,570 265 - 1,835 5,009 851 - 5,860 Net loss and comprehensive loss (136 ) - - (136 ) (2,402 ) - - (2,402 ) Net loss per share (basic and diluted) (0.10 ) - - (0.10 ) (0.15 ) - - (0.15 ) Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 As Previously Reported Selling Commissions Fulfillment Fees As Revised As Previously Reported Selling Commissions Fulfillment Fees As Revised Sales Product revenue, net $ 1,834 $ 206 $ 219 $ 2,259 $ 5,761 $ 619 $ 632 $ 7,012 Product cost of goods sold Product cost of goods sold 493 219 712 1,562 632 2,194 Operating expenses Sales and marketing 1,855 206 2,061 5,323 619 5,942 Net loss and comprehensive loss (2,289 ) - - (2,289 ) (5,666 ) - - (5,666 ) Net loss per share (basic and diluted) (0.05 ) - - (0.05 ) (0.13 ) - - (0.13 ) |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, Numerator 2022 2021 2022 2021 Net loss $ (136 ) $ (2,289 ) $ (2,402 ) $ (5,666 ) Less: Increase in accumulated deficit due to Series B Preferred Stock conversion price 5,657 — 5,657 — Net loss attributable to common stockholders, basic and diluted $ (5,793 ) $ (2,289 ) $ (8,059 ) $ (5,666 ) Denominator Weighted average shares outstanding, basic and diluted 56,133 44,921 53,007 43,100 Net loss per share, basic and diluted $ (0.10 ) $ (0.05 ) $ (0.15 ) $ (0.13 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | As of September 30, 2022 2021 Series B Preferred Stock common stock equivalents 64,561 — Stock options 4,743 3,947 Stock warrants 2,282 7,082 71,586 11,029 |
Note 3 - Business Combination (
Note 3 - Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Fair Value Tangible net assets and liabilities: Cash and cash equivalents $ 12 Accounts receivable, net of allowance for doubtful accounts 1,015 Inventory, net of allowance 2,369 Prepaid expenses and other current assets 150 Property and equipment, net 62 Other intangible assets 54 Accounts payable (200 ) Accrued liabilities (683 ) Total net assets 2,779 Intangible Assets: Customer relationships 290 Trade secrets / product formulations 2,890 Trade names 2,080 Total intangible assets 5,260 Net assets acquired 8,039 Purchased consideration 12,561 Goodwill $ 4,528 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | Intangible Asset Fair Value Useful Life (in years) Amortization Method Customer relationships $ 290 7 Straight line Trade secrets / product formulations 2,890 9 Straight line Trade names 2,080 Indefinite N/A Goodwill 4,528 Indefinite N/A $ 9,788 |
Note 4 - Fair Value Measureme_2
Note 4 - Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Fair Value Measurements Using Quoted Prices in Balance at Active Markets Significant Other Significant Unobservable September 30, for Identical Observable Inputs 2022 Items Inputs (Level 3) (Level 1) (Level 2) Assets Deposit held as a certificate of deposit $ 152 $ 152 $ — $ — Total assets $ 152 $ 152 $ — $ — Liabilities Warrant liability $ 2,827 $ — $ — $ 2,827 Contingent earnout liability 342 — — 342 Total liabilities $ 3,169 $ — $ — $ 3,169 Fair Value Measurements Using Quoted Prices in Balance at Active Markets Significant Other Significant Unobservable December 31, for Identical Observable Inputs 2021 Items Inputs (Level 3) (Level 1) (Level 2) Assets Restricted cash held as a certificate of deposit $ 324 $ 324 $ — $ — Deposit held as a certificate of deposit 151 151 — — Total assets $ 475 $ 475 $ — $ — Liabilities Warrant liability $ 9,558 $ — $ — $ 9,558 Contingent earnout liability 561 — — 561 Total liabilities $ 10,119 $ — $ — $ 10,119 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Fair value of warrant liability at December 31, 2021 $ 9,558 Decrease in fair value of November 2021 Warrants (2,056 ) Reclassification of November 2021 Warrants liability to equity (7,502 ) Fair value of warrants issued in connection with the 2022 Warrant Reprice Transaction (as defined in Note 14) 5,241 Decrease in fair value of warrants issued in connection with the 2022 Warrant Reprice Transaction (as defined in Note 14) (2,414 ) Fair value of warrant liability at September 30, 2022 $ 2,827 Fair value of contingent liability at December 31, 2021 $ 561 Decrease in fair value of contingent liability (219 ) Fair value of contingent liability at September 30, 2022 $ 342 Fair value of warrant liability at December 31, 2020 $ — Fair value of November 2021 Warrants issued 14,172 Decrease in fair value of November 2021 Warrants (4,614 ) Fair value of warrant liability at December 31, 2021 $ 9,558 |
Note 5 - Prepaid Expenses and_2
Note 5 - Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | September 30, December 31, 2022 2021 Prepaid insurance $ 149 $ 138 Tenant allowance 119 - Prepaid inventory 91 368 Prepaid dues and subscriptions 39 18 Prepaid patents 12 9 Prepaid sales rebates 11 19 Prepaid rent - 14 Prepaid consultants - 68 Prepaid marketing costs 14 - Other 109 144 Total prepaid expenses and other current assets $ 544 $ 778 |
Note 6 - Inventory (Tables)
Note 6 - Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | September 30, December 31, 2022 2021 Raw materials and supplies $ 1,195 $ 1,179 Finished goods 3,328 2,682 Less: Reserve for excess and obsolete inventory (455 ) (641 ) Total inventory, net $ 4,068 $ 3,220 |
Note 7 - Property and Equipme_2
Note 7 - Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | September 30, December 31, 2022 2021 Office and laboratory equipment $ 20 $ 20 Furniture and fixtures 157 157 Computer equipment and software 479 464 Production equipment 138 114 Leasehold improvements 152 79 Total property and equipment, at cost 946 834 Less: accumulated depreciation and amortization (729 ) (641 ) Total property and equipment, net $ 217 $ 193 |
Note 9 - Other Intangible Ass_2
Note 9 - Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Balance at September 30, 2022 Accumulated Gross Amortization Net Indefinite-lived intangible assets Trade names $ 2,080 $ — $ 2,080 Amortizable intangible assets Customer relationships $ 290 $ (38 ) $ 252 Trade secrets / product formulations 2,890 (294 ) 2,596 Total other intangible assets $ 5,260 $ (332 ) $ 4,928 Balance at December 31, 2021 Accumulated Gross Amortization Net Indefinite-lived intangible assets Trade names $ 2,080 $ — $ 2,080 Amortizable intangible assets Customer relationships $ 290 $ (7 ) $ 283 Trade secrets / product formulations 2,890 (53 ) 2,837 Total other intangible assets $ 5,260 $ (60 ) $ 5,200 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2022 (remaining 3 months) $ 91 2023 363 2024 363 2025 363 2026 363 Thereafter 1,305 Total $ 2,848 |
Note 10 - Accrued Liabilities (
Note 10 - Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | September 30, December 31, 2022 2021 Contract liabilities (see Note 16, “Distribution Agreements”) $ 1,703 $ 1,289 Employee payroll and benefits 292 443 Inventory purchases 10 — Other 163 360 Total accrued liabilities $ 2,168 $ 2,092 |
Note 12 - Commitments and Con_2
Note 12 - Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Lease, Cost [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, Lease Costs 2022 2021 2022 2021 Operating lease cost $ 120 $ 99 $ 395 $ 298 Other information Operational cash flow used for operating leases $ 144 $ 113 $ 399 $ 339 September 30, 2022 September 30, 2021 Weighted-average remaining lease term (in years) 4.5 0.5 Weighted-average discount rate 5 % 12 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | 2022 (remaining 3 months) $ 141 2023 535 2024 549 2025 431 2026 445 Thereafter 290 Total future minimum lease payments 2,391 Less imputed interest (233 ) Total $ 2,158 Reported as: Operating lease liability $ 445 Operating lease liability- non-current 1,713 Total $ 2,158 |
Note 13 - Warrant Liability (Ta
Note 13 - Warrant Liability (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Derivative Instruments [Table Text Block] | 2019 Domestic Warrants 2019 Foreign Warrants Expected price volatility 178 % 178 % Expected term (in years) 4.57 4.57 Risk-free interest rate 0.25 % 0.27 % Dividend yield 0.00 % 0.00 % Weighted-average fair value of warrant $ 1.18 $ 1.54 Expected price volatility 186 % Expected term (in years) 4.05 Risk-free interest rate 0.22 % Dividend yield 0.00 % Weighted-average fair value of warrants $ 1.17 Expected price volatility 79.6 % Expected term (in years) 3.4 Risk-free interest rate 3.58 % Dividend yield 0.00 % Weighted-average fair value of warrants $ 0.10 Expected price volatility 79.6 % Expected term (in years) 3.3 Risk-free interest rate 3.58 % Dividend yield 0.00 % Weighted-average fair value of warrants $ 0.05 Expected price volatility 84.9 % Expected term (in years) 6.2 Risk-free interest rate 1.29 % Dividend yield 0.00 % Weighted-average fair value of warrants $ 0.38 Expected price volatility 87 % Expected term (in years) 6.0 Risk-free interest rate 1.31 % Dividend yield 0.00 % Weighted-average fair value of warrants $ 0.25 Expected price volatility 79.6 % Expected term (in years) 6.0 Risk-free interest rate 3.43 % Dividend yield 0.00 % Weighted-average fair value of warrants $ 0.13 Expected price volatility 79.6 % Expected term (in years) 6.0 Risk-free interest rate 3.43 % Dividend yield 0.00 % Weighted-average fair value of warrants $ 0.07 Expected price volatility 79.6 % Expected term (in years) 6.0 Risk-free interest rate 3.43 % Dividend yield 0.0 % Weighted-average fair value of warrants $ 0.13 Expected price volatility 79.6 % Expected term (in years) 6.0 Risk-free interest rate 3.43 % Dividend yield 0.0 % Weighted-average fair value of warrants $ 0.07 |
Note 14 - Stockholders' Equity
Note 14 - Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Fair Value Assumptions of Warrants [Table Text Block] | November 2021 Warrants July 2020 Warrants Expected price volatility 79.6 % 79.6 % Expected term (in years) 5.4 3.4 Risk-free interest rate 3.43 % 3.58 % Dividend yield 0.00 % 0.00 % Weighted-average fair value of warrants $ 0.09 $ 0.02 November 2021 Warrants July 2020 Warrants Expected price volatility 79.6 % 79.6 % Expected term (in years) 6.0 3.4 Risk-free interest rate 3.43 % 3.58 % Dividend yield 0.00 % 0.00 % Weighted-average fair value of warrants $ 0.13 $ 0.10 |
Schedule of Preferred Stock Assumptions [Table Text Block] | Expected price volatility 79.6 % Expected term (in years) 1.3 Risk-free interest rate 3.64 % Dividend yield 0.00 % Weighted-average fair value of warrants $ 0.23 Expected price volatility 79.6 % Expected term (in years) 1.3 Risk-free interest rate 3.64 % Dividend yield 0.00 % Weighted-average fair value of warrants $ 0.06 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Warrants (in thousands) Weighted- Average Exercise Price Outstanding at December 31, 2021 7,082 $ 1.63 Warrants granted 37,500 $ 0.53 Warrants exercised (11,475 ) $ 0.18 Warrants modified and not exercised (30,825 ) $ 0.18 Outstanding at September 30, 2022 2,282 $ 1.59 |
Note 15 - Equity-based Compen_2
Note 15 - Equity-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | (in thousands, except years and per share data) Awards Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at December 31, 2021 4,449 $ 1.39 7.6 $ 460 Options granted 626 $ 0.28 Restricted stock units granted 180 $ — Restricted stock units vested (120 ) $ — Options forfeited/cancelled (362 ) $ 3.50 Restricted stock units cancelled (30 ) $ — Outstanding at September 30, 2022 4,743 $ 1.07 7.8 $ 135 Vested and expected to vest at September 30, 2022 3,492 $ 1.42 7.4 $ 20 Vested at September 30, 2022 2,068 $ 2.06 6.3 $ — Exercisable at September 30, 2022 2,068 $ 2.06 6.3 $ — |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 5 $ 2 $ 14 $ 8 Sales and marketing 12 53 37 118 General and administrative (225 ) 169 79 576 Total stock-based compensation expense $ (208 ) $ 224 $ 130 $ 702 |
Employees and Directors [Member] | |
Notes Tables | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Nine Months Ended September 30, Assumption 2022 2021 Expected price volatility 158.04 % 163.95 % Expected term (in years) 6.45 6.19 Risk-free interest rate 2.29 % 0.92 % Dividend yield 0.00 % 0.00 % Weighted-average fair value of options granted during the period $ 0.27 $ 0.71 |
Note 16 - License, Collaborat_2
Note 16 - License, Collaboration and Distribution Agreements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | Chargebacks, Discounts for Prompt Payment Other Custome r Fees Rebates Total Balance at December 31, 2021 $ 1,150 $ 83 $ 56 $ 1,289 Provision related to sales made in: Current period $ 613 $ 60 $ 326 $ 999 Payments and customer credits issued $ (189 ) $ (55 ) $ (341 ) $ (585 ) Balance at September 30, 2022 $ 1,574 $ 88 $ 41 $ 1,703 September 30, December 31, 2022 2021 Contract assets $ 11 $ 19 Contract liabilities - current $ 1 $ 54 Total contract liabilities $ 1 $ 54 |
Note 18 - Related Party Trans_2
Note 18 - Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Related Party Transactions [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Related party revenue: NeutroPhase $ — $ — $ 657 $ 175 Total related party revenue $ — $ — $ 657 $ 175 Cost of goods sold: NeutroPhase $ — $ — $ 648 $ 131 Total related party expenses $ — $ — $ 648 $ 131 |
Note 19 - Segment Reporting (Ta
Note 19 - Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net sales Optical & Wound Care $ 2,507 $ 2,265 $ 7,646 $ 7,031 Skin Care 1,319 — 3,115 — Consolidated $ 3,826 $ 2,265 $ 10,761 $ 7,031 Operating loss Optical & Wound Care $ (257 ) $ (2,289 ) $ (3,605 ) $ (5,668 ) Skin Care (200 ) — (1,386 ) — Consolidated $ (457 ) $ (2,289 ) $ (4,991 ) $ (5,668 ) |
Note 1 - Organization (Details
Note 1 - Organization (Details Textual) | 9 Months Ended |
Sep. 30, 2022 | |
Number of Reportable Segments | 2 |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss, Ending Balance | $ 8 | $ 8 | $ 0 | ||
Inventory Valuation Reserves | 455 | 455 | 641 | ||
Goodwill and Intangible Asset Impairment, Total | $ 0 | $ 0 | |||
Payment for Product Supply Period (Day) | 30 days | ||||
Advertising Expense | $ 500 | $ 800 | $ 1,600 | $ 2,300 | |
Equipment [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life (Year) | 5 years | ||||
Equipment [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life (Year) | 7 years | ||||
Computer Equipment and Software [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life (Year) | 3 years | ||||
Computer Equipment and Software [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life (Year) | 5 years | ||||
Furniture and Fixtures [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life (Year) | 5 years | ||||
Furniture and Fixtures [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life (Year) | 7 years | ||||
Revenue from Contract with Customer Benchmark [Member] | Distributor Concentration Risk [Member] | Avenova Spray [Member] | |||||
Concentration Risk, Percentage | 70% | 63% | 73% | 65% |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Components of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Cash and cash equivalents | $ 3,868 | $ 7,504 | ||
Restricted cash included in other assets | 152 | 475 | ||
Total cash, cash equivalents, and restricted cash in the condensed consolidated balance sheets | $ 4,020 | $ 7,979 | $ 9,503 | $ 12,427 |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total sales, net | $ 3,826 | $ 2,265 | $ 10,761 | $ 7,031 |
Avenova Spray [Member] | ||||
Total sales, net | 1,939 | 2,145 | 5,778 | 6,358 |
DERMAdoctor [Member] | ||||
Total sales, net | 1,319 | 0 | 3,115 | 0 |
NeutroPhase [Member] | ||||
Total sales, net | 0 | 0 | 657 | 175 |
Other Products [member] | ||||
Total sales, net | 558 | 114 | 1,193 | 479 |
Total Product Revenue [Member] | ||||
Total sales, net | 3,816 | 2,259 | 10,743 | 7,012 |
Product and Service, Other [Member] | ||||
Total sales, net | $ 10 | $ 6 | $ 18 | $ 19 |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies - Revenues and Accounts Receivable From Major Distribution Partners and Customers (Details) - Customer Concentration Risk [Member] - Accounts Receivable [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Distributor A [Member] | ||
Accounts receivable, concentration risk | 24% | 11% |
Distributor B [Member] | ||
Accounts receivable, concentration risk | 13% | |
Major U.S. Retailer A [Member] | ||
Accounts receivable, concentration risk | 20% | 33% |
Note 2 - Summary of Significa_7
Note 2 - Summary of Significant Accounting Policies - Revision of Prior Period (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Product revenue, net | $ 3,826 | $ 2,265 | $ 10,761 | $ 7,031 | ||||
Product cost of goods sold | 1,451 | 712 | 4,735 | 2,194 | ||||
Sales and marketing | 1,835 | 2,061 | 5,860 | 5,942 | ||||
Net loss | $ (136) | $ (2,155) | $ (111) | $ (2,289) | $ (1,859) | $ (1,518) | $ (2,402) | $ (5,666) |
Net loss per share (basic and diluted) (in dollars per share) | $ (0.10) | $ (0.05) | $ (0.15) | $ (0.13) | ||||
Previously Reported [Member] | ||||||||
Sales and marketing | $ 1,570 | $ 1,855 | $ 5,009 | $ 5,323 | ||||
Net loss | $ (136) | $ (2,289) | $ (2,402) | $ (5,666) | ||||
Net loss per share (basic and diluted) (in dollars per share) | $ (0.10) | $ (0.05) | $ (0.15) | $ (0.13) | ||||
Revision of Prior Period, Change in Accounting Principle, Adjustment [Member] | Change in Accounting for Selling Commissions [Member] | ||||||||
Sales and marketing | $ 265 | $ 206 | $ 851 | $ 619 | ||||
Net loss | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Net loss per share (basic and diluted) (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Revision of Prior Period, Change in Accounting Principle, Adjustment [Member] | Change in Accounting for Fulfillment Fees [Member] | ||||||||
Sales and marketing | $ 0 | $ 0 | ||||||
Net loss | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Net loss per share (basic and diluted) (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Product [Member] | ||||||||
Product revenue, net | $ 3,816 | $ 2,259 | $ 10,743 | $ 7,012 | ||||
Product cost of goods sold | 1,451 | 712 | 4,735 | 2,194 | ||||
Product [Member] | Previously Reported [Member] | ||||||||
Product revenue, net | 3,268 | 1,834 | 8,934 | 5,761 | ||||
Product cost of goods sold | 1,168 | 493 | 3,776 | 1,562 | ||||
Product [Member] | Revision of Prior Period, Change in Accounting Principle, Adjustment [Member] | Change in Accounting for Selling Commissions [Member] | ||||||||
Product revenue, net | 265 | 206 | 851 | 619 | ||||
Product cost of goods sold | 0 | 0 | ||||||
Product [Member] | Revision of Prior Period, Change in Accounting Principle, Adjustment [Member] | Change in Accounting for Fulfillment Fees [Member] | ||||||||
Product revenue, net | 283 | 219 | 959 | 632 | ||||
Product cost of goods sold | $ 283 | $ 219 | $ 959 | $ 632 |
Note 2 - Summary of Significa_8
Note 2 - Summary of Significant Accounting Policies - Calculation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net loss | $ (136) | $ (2,155) | $ (111) | $ (2,289) | $ (1,859) | $ (1,518) | $ (2,402) | $ (5,666) |
Less: Increase in accumulated deficit due to Series B Preferred Stock conversion price | 5,657 | 0 | 5,657 | 0 | ||||
Net loss attributable to common stockholders | $ (5,793) | $ (2,289) | $ (8,059) | $ (5,666) | ||||
Weighted-average shares of common stock used in computing net loss per share (basic and diluted) (in shares) | 56,133 | 44,921 | 53,007 | 43,100 | ||||
Net loss per share (basic and diluted) (in dollars per share) | $ (0.10) | $ (0.05) | $ (0.15) | $ (0.13) |
Note 2 - Summary of Significa_9
Note 2 - Summary of Significant Accounting Policies - Outstanding Stock Options and Stock Warrants Excluded From the Diluted Net Loss Per Share Computation (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Anti-dilutive securities (in shares) | 71,586,000 | 11,029,000 |
Series B Preferred [Member] | ||
Anti-dilutive securities (in shares) | 64,561 | 0 |
Share-Based Payment Arrangement, Option [Member] | ||
Anti-dilutive securities (in shares) | 4,743,000 | 3,947,000 |
Warrant [Member] | ||
Anti-dilutive securities (in shares) | 2,282,000 | 7,082,000 |
Note 3 - Business Combination_2
Note 3 - Business Combination (Details Textual) $ in Millions | 9 Months Ended | 12 Months Ended | |
Nov. 05, 2021 USD ($) | Sep. 30, 2022 | Dec. 31, 2021 USD ($) | |
Number of Operating Segments | 2 | ||
General and Administrative Expense [Member] | |||
Business Combination, Acquisition Related Costs | $ 1.2 | ||
DERMAdoctor [Member] | |||
Payments to Acquire Businesses, Gross | $ 12 | ||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 3 |
Note 3 - Business Combination -
Note 3 - Business Combination - Purchase Price Allocation of Estimated Fair Values of Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Nov. 05, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill | $ 4,528 | $ 4,528 | |
DERMAdoctor [Member] | |||
Cash and cash equivalents | $ 12 | ||
Accounts receivable, net of allowance for doubtful accounts | 1,015 | ||
Inventory, net of allowance | 2,369 | ||
Prepaid expenses and other current assets | 150 | ||
Property and equipment, net | 62 | ||
Other intangible assets | 54 | ||
Accounts payable | (200) | ||
Accrued liabilities | (683) | ||
Total net assets | 2,779 | ||
Intangible assets | 5,260 | ||
Net assets acquired | 8,039 | ||
Purchased consideration | 12,561 | ||
Goodwill | 4,528 | ||
DERMAdoctor [Member] | Customer Relationships [Member] | |||
Intangible assets | 290 | ||
DERMAdoctor [Member] | Trade Secrets [Member] | |||
Intangible assets | 2,890 | ||
DERMAdoctor [Member] | Trade Names [Member] | |||
Intangible assets | $ 2,080 |
Note 3 - Business Combination_3
Note 3 - Business Combination - Fair Value of Identifiable Intangible Assets Acquired (Details) $ in Thousands | Nov. 05, 2021 USD ($) |
Intangible Assets, Including Goodwill, Fair Value Disclosure | $ 9,788 |
Finite-Lived Intangible Assets [Member] | Customer Relationships [Member] | DERMAdoctor [Member] | |
Customer relationships | $ 290 |
Useful life (Year) | 7 years |
Finite-Lived Intangible Assets [Member] | Trade Secrets [Member] | DERMAdoctor [Member] | |
Customer relationships | $ 2,890 |
Useful life (Year) | 9 years |
Indefinite-Lived Intangible Assets [Member] | DERMAdoctor [Member] | Trade Names [Member] | |
Trade names | $ 2,080 |
Goodwill [Member] | DERMAdoctor [Member] | |
Goodwill | $ 4,528 |
Note 4 - Fair Value Measureme_3
Note 4 - Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Deposit held as a certificate of deposit | $ 152 | $ 151 |
Total assets | 152 | 475 |
Contingent earnout liability | 342 | 561 |
Total liabilities | 3,169 | 10,119 |
Restricted cash held as a certificate of deposit | 324 | |
Warrant liability | 9,558 | |
Fair Value, Inputs, Level 1 [Member] | ||
Deposit held as a certificate of deposit | 152 | 151 |
Total assets | 152 | 475 |
Restricted cash held as a certificate of deposit | 324 | |
Fair Value, Inputs, Level 3 [Member] | ||
Contingent earnout liability | 342 | 561 |
Total liabilities | $ 3,169 | 10,119 |
Warrant liability | $ 9,558 |
Note 4 - Fair Value Measureme_4
Note 4 - Fair Value Measurements - Fair Value of Warrant Liability (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrant Liability [Member] | ||
Fair value | $ 9,558 | $ 0 |
Fair value | 2,827 | 9,558 |
Warrant Liability [Member] | The November 2021 Warrants [Member] | ||
Decrease in fair value | (2,056) | (4,614) |
Reclassification of November 2021 Warrants liability to equity | (7,502) | |
Fair value of warrants issued in connection with the 2022 Warrant Reprice Transaction (as defined in Note 14) | 14,172 | |
Warrant Liability [Member] | The 2022 Warrant Reprice Transaction [Member] | ||
Decrease in fair value | (2,414) | |
Fair value of warrants issued in connection with the 2022 Warrant Reprice Transaction (as defined in Note 14) | 5,241 | |
Contingent Earnout Liability [Member] | ||
Fair value | 561 | |
Decrease in fair value | (219) | |
Fair value | $ 342 | $ 561 |
Note 5 - Prepaid Expenses and_3
Note 5 - Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid insurance | $ 149 | $ 138 |
Tenant allowance | 119 | 0 |
Prepaid inventory | 91 | 368 |
Prepaid dues and subscriptions | 39 | 18 |
Prepaid patents | 12 | 9 |
Prepaid sales rebates | 11 | 19 |
Prepaid rent | 14 | |
Prepaid consultants | 0 | 68 |
Prepaid marketing costs | 14 | |
Other | 109 | 144 |
Total prepaid expenses and other current assets | $ 544 | $ 778 |
Note 6 - Inventory - Summary of
Note 6 - Inventory - Summary of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Raw materials and supplies | $ 1,195 | $ 1,179 |
Finished goods | 3,328 | 2,682 |
Less: Reserve for excess and obsolete inventory | (455) | (641) |
Total inventory, net | $ 4,068 | $ 3,220 |
Note 7 - Property and Equipme_3
Note 7 - Property and Equipment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Depreciation, Depletion and Amortization, Total | $ 29 | $ 13 | $ 88 | $ 32 |
Note 7 - Property and Equipme_4
Note 7 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property and equipment, at cost | $ 946 | $ 834 |
Less: accumulated depreciation and amortization | (729) | (641) |
Total property and equipment, net | 217 | 193 |
Office and Laboratory Equipment [Member] | ||
Property and equipment, at cost | 20 | 20 |
Furniture and Fixtures [Member] | ||
Property and equipment, at cost | 157 | 157 |
Computer Equipment and Software [Member] | ||
Property and equipment, at cost | 479 | 464 |
Production Equipment [Member] | ||
Property and equipment, at cost | 138 | 114 |
Leasehold Improvements [Member] | ||
Property and equipment, at cost | $ 152 | $ 79 |
Note 8 - Goodwill (Details Text
Note 8 - Goodwill (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill, Impairment Loss | $ 0 | $ 0 | |
Goodwill, Ending Balance | $ 4,528 | $ 4,528 | $ 4,528 |
Note 9 - Other Intangible Ass_3
Note 9 - Other Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Amortization of Intangible Assets | $ 90 | $ 0 | $ 272 | $ 0 |
Note 9 - Other Intangible Ass_4
Note 9 - Other Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Amortizable intangible assets, gross | $ 5,260 | $ 5,260 |
Amortizable intangible assets, accumulated amortization | (332) | (60) |
Amortizable intangible assets, net | 2,848 | |
Total other intangible assets, net | 4,928 | 5,200 |
Trade Names [Member] | ||
Trade names | 2,080 | 2,080 |
Customer Relationships [Member] | ||
Amortizable intangible assets, gross | 290 | 290 |
Amortizable intangible assets, accumulated amortization | (38) | (7) |
Amortizable intangible assets, net | 252 | 283 |
Trade Secrets [Member] | ||
Amortizable intangible assets, gross | 2,890 | 2,890 |
Amortizable intangible assets, accumulated amortization | (294) | (53) |
Amortizable intangible assets, net | $ 2,596 | $ 2,837 |
Note 9 - Other Intangible Ass_5
Note 9 - Other Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
2022 (remaining 3 months) | $ 91 |
2023 | 363 |
2024 | 363 |
2025 | 363 |
2026 | 363 |
Thereafter | 1,305 |
Total | $ 2,848 |
Note 10 - Accrued Liabilities -
Note 10 - Accrued Liabilities - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Contract liabilities (see Note 16, “Distribution Agreements”) | $ 1,703 | $ 1,289 |
Employee payroll and benefits | 292 | 443 |
Inventory purchases | 10 | |
Other | 163 | 360 |
Total accrued liabilities | $ 2,168 | $ 2,092 |
Note 11 - Line of Credit (Detai
Note 11 - Line of Credit (Details Textual) - Line of Credit [Member] - Bank Midwest [Member] - USD ($) $ in Thousands | Jan. 06, 2022 | Sep. 30, 2022 | Nov. 06, 2021 |
Line of Credit Facility, Maximum Borrowing Capacity | $ 500 | ||
Debt Instrument, Base Floor | 5% | ||
Long-Term Line of Credit, Total | $ 0 | ||
Prime Rate [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.50% |
Note 12 - Commitments and Con_3
Note 12 - Commitments and Contingencies (Details Textual) | Sep. 30, 2022 ft² |
Emeryville, California [Member] | |
Number of Copiers Leased | 2 |
Riverside, Missouri [Member] | |
Area of Real Estate Property (Square Foot) | 19,136 |
Note 12 - Commitments and Con_4
Note 12 - Commitments and Contingencies - Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating lease cost | $ 120 | $ 99 | $ 395 | $ 298 |
Operational cash flow used for operating leases | $ 144 | $ 113 | $ 399 | $ 339 |
Weighted-average remaining lease term (in years) (Year) | 4 years 6 months | 6 months | 4 years 6 months | 6 months |
Weighted-average discount rate | 5% | 12% | 5% | 12% |
Note 12 - Commitments and Con_5
Note 12 - Commitments and Contingencies - Schedule of Future Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
2022 (remaining 3 months) | $ 141 | |
2023 | 535 | |
2024 | 549 | |
2025 | 431 | |
2026 | 445 | |
Thereafter | 290 | |
Total future minimum lease payments | 2,391 | |
Less imputed interest | (233) | |
Total | 2,158 | |
Operating lease liability | 445 | $ 200 |
Operating lease liability- non-current | 1,713 | $ 246 |
Total | $ 2,158 |
Note 13 - Warrant Liability (De
Note 13 - Warrant Liability (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |||||||||
Sep. 09, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Nov. 02, 2021 | Oct. 29, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Aug. 13, 2019 | |
Class of Warrant or Right, Outstanding (in shares) | 2,282,000 | 7,082,000 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.59 | $ 1.63 | ||||||||
Class of Warrant or Right, Exercised During Period (in shares) | 11,475,000 | |||||||||
The 2019 Domestic Warrants [Member] | ||||||||||
Warrants and Rights Outstanding | $ 4.9 | $ 3.1 | $ 3.1 | |||||||
Class of Warrant or Right, Outstanding (in shares) | 0 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.15 | |||||||||
Warrants and Rights Outstanding | 4.9 | $ 3.1 | 3.1 | |||||||
The 2019 Foreign Warrants [Member] | ||||||||||
Warrants and Rights Outstanding | 4.2 | 2 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.99 | |||||||||
Warrants and Rights Outstanding | 4.2 | 2 | ||||||||
The 2019 Ladenburg Warrants [Member] | ||||||||||
Warrants and Rights Outstanding | 0.2 | 0.1 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 167,942 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.99 | $ 1.25 | ||||||||
Warrants and Rights Outstanding | $ 0.2 | $ 0.1 | ||||||||
Amended July 2020 Warrants [Member] | ||||||||||
Warrants and Rights Outstanding | $ 0.3 | $ 0.1 | ||||||||
Class of Warrant or Right, Outstanding (in shares) | 2,700,000 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 4,800,000 | 4,800,000 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.18 | $ 0.18 | ||||||||
Class of Warrant or Right, Exercised During Period (in shares) | 2,100,000 | |||||||||
Warrants and Rights Outstanding | $ 0.3 | $ 0.1 | ||||||||
The 2021 Warrants [Member] | ||||||||||
Warrants and Rights Outstanding | $ 9.6 | $ 14.2 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 37,500,000 | |||||||||
Warrants and Rights Outstanding | $ 9.6 | $ 14.2 | ||||||||
The November 2021 Warrants [Member] | ||||||||||
Warrants and Rights Outstanding | $ 3.5 | $ 1.9 | ||||||||
Class of Warrant or Right, Outstanding (in shares) | 28,125,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.18 | $ 0.53 | ||||||||
Class of Warrant or Right, Exercised During Period (in shares) | 9,375,000 | |||||||||
Warrants and Rights Outstanding | $ 3.5 | $ 1.9 | ||||||||
September 2022 Warrants [Member] | ||||||||||
Warrants and Rights Outstanding | $ 1.4 | 0.8 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.18 | |||||||||
Warrants and Rights Outstanding | $ 1.4 | $ 0.8 |
Note 13 - Warrant Liability - T
Note 13 - Warrant Liability - The Key Assumptions Used to Value the Warrants (Details) | Sep. 30, 2022 | Sep. 09, 2022 | Sep. 08, 2022 | Dec. 31, 2021 | Nov. 02, 2021 | Dec. 31, 2019 |
Measurement Input, Price Volatility [Member] | The 2019 Domestic Warrants [Member] | ||||||
Warrants assumptions | 1.78 | |||||
Measurement Input, Price Volatility [Member] | The 2019 Foreign Warrants [Member] | ||||||
Warrants assumptions | 1.78 | |||||
Measurement Input, Price Volatility [Member] | The 2019 Ladenburg Warrants [Member] | ||||||
Warrants assumptions | 1.86 | |||||
Measurement Input, Price Volatility [Member] | Amended July 2020 Warrants [Member] | ||||||
Warrants assumptions | 0.796 | 0.796 | 0.796 | |||
Measurement Input, Price Volatility [Member] | The 2021 Warrants [Member] | ||||||
Warrants assumptions | 0.87 | 0.849 | ||||
Measurement Input, Price Volatility [Member] | The November 2021 Warrants [Member] | ||||||
Warrants assumptions | 0.796 | 0.796 | 0.796 | |||
Measurement Input, Price Volatility [Member] | September 2022 Warrants [Member] | ||||||
Warrants assumptions | 0.796 | 0.796 | ||||
Measurement Input, Expected Term [Member] | The 2019 Domestic Warrants [Member] | ||||||
Warrants assumptions | 4.57 | |||||
Measurement Input, Expected Term [Member] | The 2019 Foreign Warrants [Member] | ||||||
Warrants assumptions | 4.57 | |||||
Measurement Input, Expected Term [Member] | The 2019 Ladenburg Warrants [Member] | ||||||
Warrants assumptions | 4.05 | |||||
Measurement Input, Expected Term [Member] | Amended July 2020 Warrants [Member] | ||||||
Warrants assumptions | 3.3 | 3.4 | 3.4 | |||
Measurement Input, Expected Term [Member] | The 2021 Warrants [Member] | ||||||
Warrants assumptions | 6 | 6.2 | ||||
Measurement Input, Expected Term [Member] | The November 2021 Warrants [Member] | ||||||
Warrants assumptions | 6 | 6 | 5.4 | |||
Measurement Input, Expected Term [Member] | September 2022 Warrants [Member] | ||||||
Warrants assumptions | 6 | 6 | ||||
Measurement Input, Risk Free Interest Rate [Member] | The 2019 Domestic Warrants [Member] | ||||||
Warrants assumptions | 0.0025 | |||||
Measurement Input, Risk Free Interest Rate [Member] | The 2019 Foreign Warrants [Member] | ||||||
Warrants assumptions | 0.0027 | |||||
Measurement Input, Risk Free Interest Rate [Member] | The 2019 Ladenburg Warrants [Member] | ||||||
Warrants assumptions | 0.0022 | |||||
Measurement Input, Risk Free Interest Rate [Member] | Amended July 2020 Warrants [Member] | ||||||
Warrants assumptions | 0.0358 | 0.0358 | 0.0358 | |||
Measurement Input, Risk Free Interest Rate [Member] | The 2021 Warrants [Member] | ||||||
Warrants assumptions | 0.0131 | 0.0129 | ||||
Measurement Input, Risk Free Interest Rate [Member] | The November 2021 Warrants [Member] | ||||||
Warrants assumptions | 0.0343 | 0.0343 | 0.0343 | |||
Measurement Input, Risk Free Interest Rate [Member] | September 2022 Warrants [Member] | ||||||
Warrants assumptions | 0.0343 | 0.0343 | ||||
Measurement Input, Expected Dividend Rate [Member] | The 2019 Domestic Warrants [Member] | ||||||
Warrants assumptions | 0 | |||||
Measurement Input, Expected Dividend Rate [Member] | The 2019 Foreign Warrants [Member] | ||||||
Warrants assumptions | 0 | |||||
Measurement Input, Expected Dividend Rate [Member] | The 2019 Ladenburg Warrants [Member] | ||||||
Warrants assumptions | 0 | |||||
Measurement Input, Expected Dividend Rate [Member] | Amended July 2020 Warrants [Member] | ||||||
Warrants assumptions | 0 | 0 | 0 | |||
Measurement Input, Expected Dividend Rate [Member] | The 2021 Warrants [Member] | ||||||
Warrants assumptions | 0 | 0 | ||||
Measurement Input, Expected Dividend Rate [Member] | The November 2021 Warrants [Member] | ||||||
Warrants assumptions | 0 | 0 | 0 | |||
Measurement Input, Expected Dividend Rate [Member] | September 2022 Warrants [Member] | ||||||
Warrants assumptions | 0 | 0 | ||||
Measurement Input, Share Price [Member] | The 2019 Domestic Warrants [Member] | ||||||
Warrants assumptions | 1.18 | |||||
Measurement Input, Share Price [Member] | The 2019 Foreign Warrants [Member] | ||||||
Warrants assumptions | 1.54 | |||||
Measurement Input, Share Price [Member] | The 2019 Ladenburg Warrants [Member] | ||||||
Warrants assumptions | 1.17 | |||||
Measurement Input, Share Price [Member] | Amended July 2020 Warrants [Member] | ||||||
Warrants assumptions | 0.05 | 0.10 | 0.02 | |||
Measurement Input, Share Price [Member] | The 2021 Warrants [Member] | ||||||
Warrants assumptions | 0.25 | 0.38 | ||||
Measurement Input, Share Price [Member] | The November 2021 Warrants [Member] | ||||||
Warrants assumptions | 0.07 | 0.13 | 0.09 | |||
Measurement Input, Share Price [Member] | September 2022 Warrants [Member] | ||||||
Warrants assumptions | 0.07 | 0.13 |
Note 14 - Stockholders' Equit_2
Note 14 - Stockholders' Equity (Details Textual) $ / shares in Units, $ in Thousands | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 09, 2022 USD ($) $ / shares shares | Oct. 29, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) shares | Sep. 30, 2020 USD ($) $ / shares shares | Sep. 30, 2019 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Sep. 08, 2022 USD ($) $ / shares | Nov. 30, 2021 $ / shares | Nov. 02, 2021 USD ($) | Jan. 15, 2021 $ / shares shares | Dec. 31, 2020 USD ($) | Aug. 13, 2019 USD ($) | |
Common Stock, Shares Authorized (in shares) | shares | 150,000,000 | 100,000,000 | 150,000,000 | 100,000,000 | ||||||||||||||
Preferred Stock, Shares Authorized (in shares) | shares | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||
Gain (Loss) on Modification of Warrants | $ (1,922) | $ 0 | $ (1,922) | $ 0 | ||||||||||||||
Class of Warrant or Right, Exercised During Period (in shares) | shares | 11,475,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 1.59 | $ 1.63 | $ 1.59 | $ 1.63 | ||||||||||||||
Proceeds from Warrant Exercises | $ 6,800 | $ 1,703 | 0 | |||||||||||||||
Payments of Stock Issuance Costs | 200 | |||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Preferred Stock, Change in Conversion Price, Income Statement Impact | $ 5,657 | $ 0 | $ 5,657 | 0 | ||||||||||||||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | shares | 12,000 | 14,000 | 12,000 | 14,000 | ||||||||||||||
Class of Warrant or Right, Outstanding (in shares) | shares | 2,282,000 | 7,082,000 | 2,282,000 | 7,082,000 | ||||||||||||||
Class of Warrant or Right, Issued During Period (in shares) | shares | 37,500,000 | |||||||||||||||||
Proceeds from Issuance of Common Stock | $ 1,994 | |||||||||||||||||
Conversion of Series B Preferred Stock to Common Stock [Member] | ||||||||||||||||||
Adjustments to Additional Paid in Capital, Beneficial Conversion Feature Upon Issuance of Stock | $ 700 | |||||||||||||||||
The 2021 Private Placement Program [Member] | ||||||||||||||||||
Payments of Stock Issuance Costs | $ 1,700 | |||||||||||||||||
Payments of Stock Issuance Costs Allocated to Warrants | 1,600 | |||||||||||||||||
The 2021 Private Placement Program [Member] | Conversion of Series B Preferred Stock to Common Stock [Member] | ||||||||||||||||||
Preferred Stock, Convertible, Shares Issuable (in shares) | shares | 37,500,000 | |||||||||||||||||
Preferred Stock, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 0.40 | $ 0.40 | $ 0.40 | |||||||||||||||
Preferred Stock, Convertible, Conversion Ratio | 2,500 | 2,500 | 2,500 | |||||||||||||||
Conversion of Stock, Shares Converted (in shares) | shares | 3,380 | |||||||||||||||||
Conversion of Stock, Shares Issued (in shares) | shares | 8,450,000 | |||||||||||||||||
August 2019 Common Stock Purchase Agreement [Member] | ||||||||||||||||||
Payments of Stock Issuance Costs | $ 500 | |||||||||||||||||
Proceeds from Issuance or Sale of Equity, Total | $ 4,200 | |||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | shares | 4,198,566 | |||||||||||||||||
August 2019 Common Stock Purchase Agreement 2 [Member] | ||||||||||||||||||
Proceeds from Issuance or Sale of Equity, Total | $ 2,700 | |||||||||||||||||
ATM Program [Member] | ||||||||||||||||||
Payments of Stock Issuance Costs | $ 100 | |||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | shares | 2,672,000 | |||||||||||||||||
Proceeds from Issuance of Common Stock | $ 1,800 | |||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | |||||||||||||||||
Series C Preferred Stock [Member] | Forecast [Member] | ||||||||||||||||||
Proceeds from Issuance or Sale of Equity, Total | $ 3,300 | |||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||
Preferred Stock, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 0.18 | $ 0.40 | ||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion (in shares) | shares | 5,556 | |||||||||||||||||
Preferred Stock, Change in Conversion Price, Income Statement Impact | $ 5,700 | |||||||||||||||||
Preferred Stock, Fair Value Disclosure | 12,500 | $ 6,900 | ||||||||||||||||
Series B Preferred Stock [Member] | The 2021 Private Placement Program [Member] | ||||||||||||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | 100 | |||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | shares | 15,000 | |||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 14,900 | |||||||||||||||||
Preferred Stock, Purchase Price (in dollars per share) | $ / shares | $ 1,000 | |||||||||||||||||
Preferred Stock, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 0.18 | $ 0.18 | ||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion (in shares) | shares | 5,556 | 5,556 | ||||||||||||||||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | shares | 11,620 | 11,620 | ||||||||||||||||
Series A Preferred Stock [Member] | August 2019 Common Stock Purchase Agreement 2 [Member] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | shares | 2,700,000 | |||||||||||||||||
Ladenburg Thalmann and Co. Inc. [Member] | ||||||||||||||||||
Payments of Stock Issuance Costs | $ 300 | |||||||||||||||||
Private Placement, Commission Percentage | 6% | |||||||||||||||||
Payments of Stock Issuance Costs, Reimbursement of Expenses | $ 60 | |||||||||||||||||
Payments of Stock Issuance Costs, Other | 300 | |||||||||||||||||
China Kington [Member] | ||||||||||||||||||
Payments of Stock Issuance Costs | $ 200 | |||||||||||||||||
The July 2020 and November 2021 Warrants [Member] | ||||||||||||||||||
Gain (Loss) on Modification of Warrants | (1,900) | |||||||||||||||||
Warrants and Rights Outstanding | 5,200 | $ 3,300 | ||||||||||||||||
The November 2021 Warrants [Member] | ||||||||||||||||||
Warrants and Rights Outstanding | $ 3,500 | $ 1,900 | $ 1,900 | |||||||||||||||
Class of Warrant or Right, Exercised During Period (in shares) | shares | 9,375,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.18 | $ 0.53 | ||||||||||||||||
Proceeds from Warrant Exercises | $ 700 | |||||||||||||||||
Class of Warrant or Right, Outstanding (in shares) | shares | 28,125,000 | 28,125,000 | ||||||||||||||||
Class of Warrant or Right, Excluded from Outstanding Balance (in shares) | shares | 28,125,000 | 28,125,000 | ||||||||||||||||
Amended July 2020 Warrants [Member] | ||||||||||||||||||
Warrants and Rights Outstanding | $ 300 | $ 100 | $ 100 | |||||||||||||||
Class of Warrant or Right, Exercised During Period (in shares) | shares | 2,100,000 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 4,800,000 | 4,800,000 | 4,800,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.18 | $ 0.18 | $ 0.18 | |||||||||||||||
Proceeds from Warrant Exercises | $ 1,400 | |||||||||||||||||
Class of Warrant or Right, Outstanding (in shares) | shares | 2,700,000 | |||||||||||||||||
Class of Warrant or Right, Excluded from Outstanding Balance (in shares) | shares | 2,700,000 | 2,700,000 | ||||||||||||||||
The 2022 Warrant Reprice Transaction [Member] | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 11,475,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.18 | |||||||||||||||||
Proceeds from Warrant Exercises | $ 2,100 | |||||||||||||||||
Payments of Stock Issuance Costs | 529 | |||||||||||||||||
Payments of Stock Issuance Costs Allocated to Warrants | 166 | |||||||||||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 363 | |||||||||||||||||
The 2022 Warrant Reprice Transaction [Member] | Ladenburg Thalmann and Co. Inc. [Member] | ||||||||||||||||||
Exercise of Warrants, Commission, Percent | 8% | |||||||||||||||||
The 2021 Warrants [Member] | ||||||||||||||||||
Warrants and Rights Outstanding | $ 9,600 | $ 9,600 | $ 14,200 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 37,500,000 | |||||||||||||||||
September 2022 Warrants [Member] | ||||||||||||||||||
Warrants and Rights Outstanding | $ 1,400 | $ 800 | $ 800 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.18 | |||||||||||||||||
Class of Warrant or Right, Excluded from Outstanding Balance (in shares) | shares | 11,475,000 | 11,475,000 | ||||||||||||||||
The 2019 Domestic Warrants [Member] | ||||||||||||||||||
Warrants and Rights Outstanding | $ 3,100 | $ 4,900 | $ 3,100 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 1.15 | |||||||||||||||||
Payments of Stock Issuance Costs Allocated to Warrants | $ 200 | |||||||||||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 300 | |||||||||||||||||
Class of Warrant or Right, Outstanding (in shares) | shares | 0 | 0 | ||||||||||||||||
The 2019 Domestic Warrants [Member] | August 2019 Common Stock Purchase Agreement [Member] | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 4,198,566 | |||||||||||||||||
Class of Warrant or Right, Issued During Period (in shares) | shares | 4,198,566 | |||||||||||||||||
The 2019 Foreign Warrants [Member] | ||||||||||||||||||
Warrants and Rights Outstanding | 4,200 | 2,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.99 | |||||||||||||||||
Exercise of Warrants, Commission, Percent | 6% | |||||||||||||||||
The 2019 Foreign Warrants [Member] | August 2019 Common Stock Purchase Agreement 2 [Member] | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 2,700,000 | |||||||||||||||||
Class of Warrant or Right, Issued During Period (in shares) | shares | 2,700,000 | |||||||||||||||||
The 2019 Ladenburg Warrants [Member] | ||||||||||||||||||
Warrants and Rights Outstanding | $ 200 | $ 100 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 167,942 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.99 | $ 1.25 | ||||||||||||||||
Payments of Stock Issuance Costs Allocated to Warrants | $ 59 | |||||||||||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 65 | |||||||||||||||||
Class of Warrant or Right, Issued During Period (in shares) | shares | 167,942 | |||||||||||||||||
New Warrants [Member] | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 6,898,566 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 1.65 | |||||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years 6 months | |||||||||||||||||
Unamended July 2020 Warrants [Member] | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 2,098,566 | 2,098,566 | ||||||||||||||||
TLF Bio Innovation 2021 Warrants [Member] | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 15,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.6718 | |||||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years |
Note 14 - Stockholders' Equit_3
Note 14 - Stockholders' Equity - The Key Assumptions Used to Value the Warrants (Details) | Sep. 30, 2022 | Sep. 09, 2022 | Sep. 08, 2022 |
Measurement Input, Price Volatility [Member] | The November 2021 Warrants [Member] | |||
Warrants assumptions | 0.796 | 0.796 | 0.796 |
Measurement Input, Price Volatility [Member] | Amended July 2020 Warrants [Member] | |||
Warrants assumptions | 0.796 | 0.796 | 0.796 |
Measurement Input, Expected Term [Member] | The November 2021 Warrants [Member] | |||
Warrants assumptions | 6 | 6 | 5.4 |
Measurement Input, Expected Term [Member] | Amended July 2020 Warrants [Member] | |||
Warrants assumptions | 3.3 | 3.4 | 3.4 |
Measurement Input, Risk Free Interest Rate [Member] | The November 2021 Warrants [Member] | |||
Warrants assumptions | 0.0343 | 0.0343 | 0.0343 |
Measurement Input, Risk Free Interest Rate [Member] | Amended July 2020 Warrants [Member] | |||
Warrants assumptions | 0.0358 | 0.0358 | 0.0358 |
Measurement Input, Expected Dividend Rate [Member] | The November 2021 Warrants [Member] | |||
Warrants assumptions | 0 | 0 | 0 |
Measurement Input, Expected Dividend Rate [Member] | Amended July 2020 Warrants [Member] | |||
Warrants assumptions | 0 | 0 | 0 |
Measurement Input, Share Price [Member] | The November 2021 Warrants [Member] | |||
Warrants assumptions | 0.07 | 0.13 | 0.09 |
Measurement Input, Share Price [Member] | Amended July 2020 Warrants [Member] | |||
Warrants assumptions | 0.05 | 0.10 | 0.02 |
Note 14 - Stockholders' Equit_4
Note 14 - Stockholders' Equity - Preferred Stock Assumptions (Details) - Series B Preferred Stock [Member] | Sep. 09, 2022 | Sep. 08, 2022 |
Measurement Input, Price Volatility [Member] | ||
Preferred stock assumption | 0.796 | 0.796 |
Measurement Input, Expected Term [Member] | ||
Preferred stock assumption | 1.3 | 1.3 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Preferred stock assumption | 0.0364 | 0.0364 |
Measurement Input, Expected Dividend Rate [Member] | ||
Preferred stock assumption | 0 | 0 |
Measurement Input, Share Price [Member] | ||
Preferred stock assumption | 0.06 | 0.23 |
Note 14 - Stockholders' Equit_5
Note 14 - Stockholders' Equity - Outstanding Warrants (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Outstanding warrants (in shares) | shares | 7,082 |
Outstanding warrants, weighted-average exercise price (in dollars per share) | $ / shares | $ 1.63 |
Warrants granted (in shares) | shares | 37,500 |
Warrants granted, weighted average exercise price (in dollars per share) | $ / shares | $ 0.53 |
Warrants exercised (in shares) | shares | (11,475) |
Warrants exercised, weighted-average exercise price (in dollars per share) | $ / shares | $ 0.18 |
Warrants modified and not exercised (in shares) | shares | (30,825) |
Warrants modified and not exercised (in dollars per share) | $ / shares | $ 0.18 |
Outstanding warrants (in shares) | shares | 2,282 |
Outstanding warrants, weighted-average exercise price (in dollars per share) | $ / shares | $ 1.59 |
Note 15 - Equity-based Compen_3
Note 15 - Equity-based Compensation (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 06, 2022 | Mar. 31, 2017 | Oct. 31, 2007 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares) | 0 | 0 | |||||
Proceeds from Stock Options Exercised | $ 0 | $ 0 | |||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | 600 | $ 600 | |||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 3 months 18 days | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 626,000 | 291,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 180,000 | 1,228,359 | |||||
Allocated Share Based Compensation Benefit | (208) | ||||||
Share-Based Payment Arrangement, Expense | $ 224 | $ 130 | $ 702 | ||||
Share-Based Payment Arrangement, Nonemployee [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 0 | |||||
Share-Based Payment Arrangement, Option [Member] | |||||||
Allocated Share Based Compensation Benefit | 208 | ||||||
Share-Based Payment Arrangement, Expense | 151 | $ 130 | $ 523 | ||||
Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Nonemployee [Member] | |||||||
Share-Based Payment Arrangement, Expense | $ 0 | $ 73 | $ 180 | ||||
The 2007 Omnibus Incentive Plan [Member] | Maximum [Member] | Incentive Stock Options (ISOs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | ||||||
The 2017 Omnibus Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 2,318,486 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Annual Increase in Shares Authorized, Percentage of Outstanding Common Stock | 4% | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized (in shares) | 1,910,634 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | 3,049,127 | 3,049,127 | |||||
The 2017 Omnibus Incentive Plan [Member] | Incentive Stock Options (ISOs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percentage of Stock Owned by Shareholder, Minimum | 10% | ||||||
The 2017 Omnibus Incentive Plan [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 4 years | ||||||
The 2017 Omnibus Incentive Plan [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | ||||||
The 2017 Omnibus Incentive Plan [Member] | Maximum [Member] | Incentive Stock Options (ISOs) [Member] | Shareholder of More Than 10% [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 5 years | ||||||
The 2017 Omnibus Incentive Plan [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 100% | ||||||
The 2017 Omnibus Incentive Plan [Member] | Minimum [Member] | Incentive Stock Options (ISOs) [Member] | Shareholder of More Than 10% [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 110% |
Note 15 - Equity-based Compen_4
Note 15 - Equity-based Compensation - Stock Options Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Outstanding awards (in shares) | 4,449,000 | ||
Outstanding, weighted-average exercise price (in dollars per share) | $ 1.39 | ||
Outstanding, weighted-average remaining contractual life (Year) | 7 years 9 months 18 days | 7 years 7 months 6 days | |
Outstanding, aggregate intrinsic value | $ 135 | $ 460 | |
Options granted (in shares) | 626,000 | 291,000 | |
Options granted, weighted-average exercise price (in dollars per share) | $ 0.28 | ||
Restricted stock units granted (in shares) | 180,000 | 1,228,359 | |
Options forfeited/cancelled (in shares) | (362,000) | ||
Options forfeited/cancelled, weighted-average exercise price (in dollars per share) | $ 3.50 | ||
Outstanding awards (in shares) | 4,743,000 | 4,449,000 | |
Outstanding, weighted-average exercise price (in dollars per share) | $ 1.07 | $ 1.39 | |
Vested and expected to vest (in shares) | 3,492,000 | ||
Vested and expected to vest, weighted-average exercise price (in dollars per share) | $ 1.42 | ||
Vested and expected to vest, weighted-average remaining contractual life (Year) | 7 years 4 months 24 days | ||
Vested and expected to vest, aggregate intrinsic value | $ 20 | ||
Vested (in shares) | 2,068,000 | ||
Vested, weighted-average exercise price (in dollars per share) | $ 2.06 | ||
Vested, weighted-average remaining contractual life (Year) | 6 years 3 months 18 days | ||
Exercisable (in shares) | 2,068,000 | ||
Exercisable, weighted-average exercise price (in dollars per share) | $ 2.06 | ||
Exercisable, weighted-average remaining contractual life (Year) | 6 years 3 months 18 days | ||
Restricted Stock Units (RSUs) [Member] | |||
Restricted stock units granted (in shares) | 180,000 | ||
Restricted stock units vested (in shares) | (120,000) | ||
Restricted stock units cancelled (in shares) | (30,000) |
Note 15 - Equity-based Compen_5
Note 15 - Equity-based Compensation - Weighted-average Assumptions Used in Determining the Value of Options Granted to Employees and Directors (Details) - Employees and Directors [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Expected price volatility | 158.04% | 163.95% |
Expected term (Year) | 6 years 5 months 12 days | 6 years 2 months 8 days |
Risk-free interest rate | 2.29% | 0.92% |
Dividend yield | 0% | 0% |
Weighted-average fair value of options granted during the period (in dollars per share) | $ 0.27 | $ 0.71 |
Note 15 - Equity-based Compen_6
Note 15 - Equity-based Compensation - Summary of Stock-based Compensation Expense Included in Results of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock-based compensation expense | $ 224 | $ 130 | $ 702 | |
General and administrative | $ (208) | |||
Research and Development Expense [Member] | ||||
Stock-based compensation expense | 5 | 2 | 14 | 8 |
Selling and Marketing Expense [Member] | ||||
Stock-based compensation expense | 12 | 53 | 37 | 118 |
General and Administrative Expense [Member] | ||||
Stock-based compensation expense | $ 169 | $ 79 | $ 576 | |
General and administrative | $ (225) |
Note 16 - License, Collaborat_3
Note 16 - License, Collaboration and Distribution Agreements (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Contract with Customer, Liability, Total | $ 1 | $ 1 | $ 54 | ||
Revenue from Contract with Customer, Including Assessed Tax | 3,826 | $ 2,265 | 10,761 | $ 7,031 | |
Avenova Product [Member] | |||||
Revenue from Contract with Customer, Including Assessed Tax | 1,600 | 1,600 | 5,100 | 5,000 | |
DERMAdoctor [Member] | |||||
Contract with Customer, Liability, Total | 300 | 300 | 400 | ||
Revenue from Contract with Customer, Including Assessed Tax | 1,319 | 0 | 3,115 | 0 | |
McKesson Corporation [Member] | Avenova Product [Member] | |||||
Contract with Customer, Liability, Revenue Recognized | 200 | $ 300 | 100 | $ 700 | |
McKesson Corporation [Member] | Avenova Product [Member] | Accounts Payable and Accrued Liabilities [Member] | |||||
Contract with Customer, Liability, Total | 1,400 | 1,400 | 900 | ||
McKesson Corporation [Member] | Avenova Product [Member] | Prepaid Expenses and Other Current Assets [Member] | |||||
Contract with Customer, Rebate Liability, Current | $ 11 | $ 11 | $ 19 |
Note 16 - License, Collaborat_4
Note 16 - License, Collaboration and Distribution Agreements - Changes in Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Contract assets | $ 11 | $ 19 |
Total contract liabilities | 1 | 54 |
Chargebacks, Discounts for Prompt, Payment, and Other [Member] | ||
Current period | 613 | |
Payments and customer credits issued | (189) | |
Total contract liabilities | 1,574 | 1,150 |
Other Customer Fees [Member] | ||
Current period | 60 | |
Payments and customer credits issued | (55) | |
Total contract liabilities | 88 | 83 |
Rebates [Member] | ||
Current period | 326 | |
Payments and customer credits issued | (341) | |
Total contract liabilities | 41 | 56 |
Variable Consideration [Member] | ||
Current period | 999 | |
Payments and customer credits issued | (585) | |
Total contract liabilities | $ 1,703 | $ 1,289 |
Note 17 - Employee Benefit Pl_2
Note 17 - Employee Benefit Plan (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jan. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
The 401(k) Plan [Member] | ||||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 15 | $ 0 | $ 101 | $ 0 | $ 0 | |
The 401K Plan Contribution Level One [Member] | ||||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100% | |||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3% | |||||
The 401K Plan Contribution Level Two [Member] | ||||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50% | |||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 2% |
Note 18 - Related Party Trans_3
Note 18 - Related Party Transactions (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts Receivable, Related Parties | $ 0 | $ 100 |
Note 18 - Related Party Trans_4
Note 18 - Related Party Transactions - Related Party Revenue, Cost of Goods Sold, and Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total related party revenue | $ 0 | $ 0 | $ 657 | $ 175 |
Cost of goods sold | 0 | 0 | 648 | 131 |
NeutroPhase [Member] | ||||
Total related party revenue | 0 | 0 | 657 | 175 |
Cost of goods sold | $ 0 | $ 0 | $ 648 | $ 131 |
Note 19 - Segment Reporting (De
Note 19 - Segment Reporting (Details Textual) | 9 Months Ended |
Sep. 30, 2022 | |
Number of Reportable Segments | 2 |
Note 19 - Segment Reporting - F
Note 19 - Segment Reporting - Financial Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total sales, net | $ 3,826 | $ 2,265 | $ 10,761 | $ 7,031 |
Operating Loss | (457) | (2,289) | (4,991) | (5,668) |
Optical and Wound Care [Member] | ||||
Total sales, net | 2,507 | 2,265 | 7,646 | 7,031 |
Operating Loss | (257) | (2,289) | (3,605) | (5,668) |
Skincare [Member] | ||||
Total sales, net | 1,319 | 0 | 3,115 | 0 |
Operating Loss | $ (200) | $ 0 | $ (1,386) | $ 0 |
Note 20 - Subsequent Events (De
Note 20 - Subsequent Events (Details Textual) - Reverse Stock Split [Member] - Subsequent Event [Member] | Nov. 15, 2022 | Nov. 10, 2022 |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 35 | |
Minimum [Member] | ||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 10 | |
Maximum [Member] | ||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 35 |