MusclePharm (MSLPQ) 10-K 29 Mar 21 2020 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2020	Mar. 24, 2021	Jun. 30, 2020
Cover [Abstract]
Entity Registrant Name	MusclePharm Corp
Entity Central Index Key	0001415684
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2020
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 1,900,000
Entity Common Stock, Shares Outstanding		33,479,886
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2020

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash	$ 2,003	$ 1,532
Accounts receivable, net	7,488	4,807
Inventory	1,032	4,720
Prepaid expenses and other current assets	1,341	1,104
Total current assets	11,864	12,163
Property and equipment, net	13	216
Intangible assets, net	356	676
Operating lease right-of-use assets	474	1,175
Other assets	295	310
TOTAL ASSETS	13,002	14,540
Current liabilities:
Obligation under secured borrowing arrangement	7,098	4,443
Line of credit	743	4,204
Operating lease liability, current	381	624
Convertible note with a related party, net of discount	2,872	1,287
Accounts payable	14,719	26,178
Accrued and other liabilities	6,194	4,805
Total current liabilities	32,007	41,541
Operating lease liability, long-term	343	723
Other long-term liabilities	5,071	228
Total liabilities	37,421	42,492
Commitments and contingencies (Note 9)
Stockholders' deficit:
Common stock, par value of $0.001 per share; 100,000,000 shares authorized, 33,980,905 and 33,876,033 shares issued as of December 31, 2020 and December 31, 2019, respectively; 33,105,284 and 33,000,412 shares outstanding as of December 31, 2020 and December 31, 2019, respectively	32	31
Additional paid-in capital	178,261	177,914
Treasury stock, at cost; 875,621 shares	(10,039)	(10,039)
Accumulated other comprehensive loss
Accumulated deficit	(192,673)	(195,858)
TOTAL STOCKHOLDERS' DEFICIT	(24,419)	(27,952)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 13,002	$ 14,540

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	33,980,905	33,876,033
Common stock, shares outstanding	33,105,284	33,000,412
Treasury stock, shares	875,621	875,621

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Revenue, net	$ 64,440	$ 79,667
Cost of revenue	44,831	70,979
Gross profit	19,609	8,688
Operating expenses:
Advertising and promotion	507	2,487
Salaries and benefits	6,430	7,910
Selling, general and administrative	7,139	9,792
Professional fees	2,764	3,606
Impairment of operating lease right-of-use assets	167
Total operating expenses	17,007	23,795
Income (loss) from operations	2,602	(15,107)
Other (expense) income:
Loss on settlement of obligations	(95)	(125)
Gain on settlement of payables	1,687
Interest and other expense, net	(1,028)	(3,609)
Income (loss) before provision for income taxes	3,166	(18,841)
Provision for income taxes	(19)	86
Net income (loss)	$ 3,185	$ (18,927)
Net income (loss) per share, basic	$ 0.10	$ (0.92)
Net income (loss) per share, diluted	$ 0.08	$ (0.92)
Weighted average shares used to compute net income (loss) per share, basic	32,812,462	20,475,313
Weighted average shares used to compute net income (loss) per share, diluted	41,172,461	20,475,313

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Net income (loss)	$ 3,185	$ (18,927)
Other comprehensive gain (loss):
Change in foreign currency translation adjustment		(184)
Comprehensive income (loss)	$ 3,185	$ (19,111)

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Deficit - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Loss [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2018	$ 15	$ 158,944	$ (10,039)	$ (238)	$ (176,877)	$ (28,195)
Balance, shares at Dec. 31, 2018	15,314,667
Stock-based compensation for issuance and amortization of restricted stock awards to employees, executives, and directors		284				284
Stock-based compensation for issuance and amortization of restricted stock awards to employees, executives, and directors, shares	595,238
Issuance of shares of common stock related to the settlement of litigation		60				60
Issuance of shares of common stock related to the settlement of litigation, shares	150,000
Issuance of shares of common stock related to the conversion of a related party note	$ 16	17,984				18,000
Issuance of shares of common stock related to the conversion of a related party note, shares	16,216,216
Issuance of shares of common stock in exchange for services		642				642
Issuance of shares of common stock in exchange for services, shares	724,291
Change in foreign currency translation adjustment				238	(54)	(184)
Net loss					(18,927)	(18,927)
Balance at Dec. 31, 2019	$ 31	177,914	(10,039)		(195,858)	(27,952)
Balance, shares at Dec. 31, 2019	33,000,412
Stock-based compensation for forfeiture of unvested restricted stock awards to employees, executives and directors
Stock-based compensation for forfeiture of unvested restricted stock awards to employees, executives and directors,shares	(121,850)
Stock-based compensation for issuance and amortization of restricted stock awards to employees, executives, and directors		144				144
Stock-based compensation for issuance and amortization of restricted stock awards to employees, executives, and directors, shares
Issuance of shares of common stock in exchange for services	$ 1	203				204
Issuance of shares of common stock in exchange for services, shares	226,722
Change in foreign currency translation adjustment
Net loss					3,185	3,185
Balance at Dec. 31, 2020	$ 32	$ 178,261	$ (10,039)		$ (192,673)	$ (24,419)
Balance, shares at Dec. 31, 2020	33,105,284

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 3,185	$ (18,927)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization of property and equipment	145	339
Amortization of intangible assets	320	320
Bad debt expense	172	21
(Gain) loss on disposal of property and equipment	(160)	5
Amortization of debt discount		60
Gain on settlement of payables	(1,687)
Inventory provision		82
Stock-based compensation	144	284
Issuance of common stock to non-employees	204	702
Write off of cumulative translation adjustments		175
Impairment of operating lease right-of-use assets	167
Changes in operating assets and liabilities:
Accounts receivable	(2,852)	1,444
Inventory	3,687	8,859
Prepaid expenses and other current assets	(39)	(528)
Other assets	549	710
Accounts payable and accrued liabilities	(4,703)	(70)
Net cash used in operating activities	(868)	(6,524)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(4)	(13)
Proceeds from disposal of property and equipment	222
Net cash provided by (used in) investing activities	218	(13)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from lines of credit	1,243	3,239
Payments on lines of credit	(3,465)	(535)
Proceeds from secured borrowing arrangement, net of reserves	46,377	44,091
Payments on secured borrowing arrangement, net of fees	(43,722)	(40,933)
Repayment of finance lease obligations		(120)
Repayment of notes payable	(277)
Proceeds from issuance of Paycheck Protection Program loan	965
Net cash provided by financing activities	1,121	5,742
Effect of exchange rate changes on cash		10
NET CHANGE IN CASH	471	(785)
CASH - BEGINNING OF PERIOD	1,532	2,317
CASH - END OF PERIOD	2,003	1,532
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	1,437	2,052
Cash paid for taxes	39	77
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Property and equipment acquired in conjunction with finance leases		29
Operating lease right-of-use assets and lease obligations		2,117
Conversion of related party note through issuance of shares		$ 18,000

Description of Business

Description of Business	12 Months Ended
	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Note 1. Description of Business Description of Business MusclePharm Corporation was incorporated in Nevada in 2006. Except as otherwise indicated herein, or the context requires otherwise, the terms “MusclePharm,” “the Company,” “we,” “our” and “us” refer to MusclePharm Corporation and its subsidiaries. The Company is a scientifically-driven, performance lifestyle company that develops, manufactures, markets and distributes branded sports nutrition products and nutritional supplements. Our portfolio of recognized brands, including MusclePharm ® ® Although the Company has historically incurred significant losses and experienced negative cash flows since inception, we generated net income of $3.2 million for the year ended December 31, 2020. As of December 31, 2020, the Company had cash of $2.0 million, an increase of $0.5 million from the December 31, 2019 balance of $1.5 million. This increase is due to cash provided by investing activities of $0.2 million and cash provided by financing activities of $1.1 million, offset by cash used in operating activities of $0.9 million. Our working capital was a deficit of $20.1 million as of December 31, 2020, and we had a stockholders’ deficit of $24.4 million and recurring losses from operations resulting in an accumulated deficit of $192.7 million. As a result of our history of losses and financial condition, there is substantial doubt about our ability to continue as a going concern. For financial information concerning more recent periods, see our reports for such periods filed with the SEC. The ability to continue as a going concern is dependent upon us generating profits in the future and/or obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management is evaluating different strategies to obtain financing to fund our expenses and achieve a level of revenue adequate to support our current cost structure. Financing strategies may include, but are not limited to, private placements of capital stock, debt borrowings, partnerships and/or collaborations. During the fourth quarter of 2019, management implemented the following measures to improve gross margin: 1) reduced or eliminated sales to low or negative margin customers; 2) reduced product discounts and promotional activity; 3) implemented a more aggressive SKU reduction; and 4) negotiated and purchased certain raw materials directly from the manufacturers lowering the costs of goods sold As a result of these measures, as well as a reduction in protein prices, the Company realized increased gross profit in the fourth quarter of 2019, a trend which continued throughout 2020. In April 2020, the Company experienced a slowdown in sales from its retail customers, including its largest customer. This decline was partially offset by a growth in sales to its largest online customers, although there can be no assurances that such growth will continue, or that the Company will have the financial resources to produce the additional quantities required by these customers. In 2020, the Company also negotiated lower costs of goods sold with our co-manufacturers. Management believes reductions in operating costs and continued focus on gross profit will allow us to ultimately achieve sustained profitability, however, the Company can give no assurances that this will occur. In particular, the cost of protein may have a material impact on the Company’s profitability, and the ability of our third-party manufacturers to meet our customer’s demands. To manage cash flow, the Company has entered into multiple financing arrangements. See additional information in “Note 8. Debt.” Our results of operations are affected by economic conditions, including macroeconomic conditions and levels of business confidence. There continues to be significant volatility and economic uncertainty in many markets and the ongoing COVID-19 pandemic has increased that level of volatility and uncertainty and has created economic disruption. We are actively managing our business to respond to the impact. There were no adjustments recorded in the financial statements that might result from the outcome of these uncertainties.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared using the accrual method of accounting in accordance with GAAP and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The consolidated financial statements include the accounts of MusclePharm Corporation and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been conformed to the current period’s presentation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts, revenue discounts and allowances, the valuation of inventory and deferred tax assets, the assessment of useful lives, recoverability and valuation of long-lived assets, likelihood and range of possible losses on contingencies, restructuring liabilities, valuations of equity securities and intangible assets, fair value of derivatives, warrants and options, present value of lease liabilities, among others. Actual results could differ from those estimates. Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As of December 31, 2020 and 2019, the Company had no cash equivalents and all cash amounts consisted of cash on deposit. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms and are recorded at the invoiced amount, net of any sales discounts and allowance for doubtful accounts, and do not typically bear interest. The Company assesses the collectability of the accounts by taking into consideration the aging of accounts receivable, changes in customer credit worthiness, general market and economic conditions, and historical experience. Bad debt expenses are recorded as part of “Selling, general and administrative” expenses in the consolidated statements of operations. The Company writes off the receivable balance against the allowance when management determines a balance is uncollectible. The Company also reviews its customer discounts and an accrual is made for discounts earned but not yet utilized at each period end. The Company performs ongoing evaluations of its customers’ financial condition and generally does not require collateral. Some international customers are required to pay for their orders in advance of shipment. Accounts receivable consisted of the following as of December 31, 2020 and 2019 (in thousands): As of December 31, 2020 2019 Accounts receivable $ 10,895 $ 8,419 Less: allowance for discounts and returns (2,525 ) (2,901 ) Less: allowance for doubtful accounts (882 ) (711 ) Accounts receivable, net $ 7,488 $ 4,807 The allowance for discounts and returns consisted of the following activity for the years ended December 31, 2020 and 2019 (in thousands): For the Years Ended December 31, 2020 2019 Allowance for discounts and returns, beginning balance $ 2,901 $ 5,574 Charges against revenues 17,703 26,941 Utilization of reserve (18,079 ) (29,614 ) Allowance for discounts and returns, ending balance $ 2,525 $ 2,901 Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. a. Nature of Goods and Services The Company sells a variety of protein products through a broad distribution platform that includes supermarkets, mass merchandisers, wholesale clubs, drugstores, convenience stores, home stores, specialty stores and websites and other e-commerce channels, all of which sell our products to consumers. b. When Performance Obligations are Satisfied For performance obligations related to the shipping and invoicing of products, control transfers at the point in time upon which finished goods are delivered to the Company’s customers or when finished goods are picked up by a customer or a customer’s carrier, depending on shipping terms. Once a product has been delivered or picked up by the customer, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. The Company considers control to have transferred upon delivery or customer receipt because the Company has an enforceable right to payment at that time, the customer has legal title to the asset, the Company has transferred physical possession of the asset, and the customer has significant risk and rewards of ownership of the asset. c. Variable Consideration The Company conducts extensive promotional activities, primarily through the use of off-list discounts, slotting, coupons, cooperative advertising, periodic price reduction arrangements, and end-aisle and other in-store displays. The costs of such activities are netted against sales and are recorded when the related sale takes place. The reserves for sales returns and consumer and trade promotion liabilities are established based on the Company’s best estimate of the amounts necessary to settle future and existing obligations for products sold as of the balance sheet date. To determine the appropriate timing of recognition of consideration payable to a customer, all consideration payable to our customers is reflected in the transaction price at inception and reassessed routinely. d. Practical Expedients The Company expenses incremental direct costs of obtaining a contract (broker commissions) when the related sale takes place, since the amortization period of the commissions paid for the sale of products is less than a year. These costs are recorded in “Selling, general and administrative” expenses in the accompanying consolidated statements of operations. The Company accounts for shipping and handling costs as fulfillment activities which are therefore recognized upon shipment of the goods. Shipping and handling costs related to inbound purchases of raw material and finished goods are included in cost of revenues in our consolidated statements of operations. For the years ended December 31, 2020 and 2019, the Company incurred $1.3 million and $1.2 million, respectively, of inbound shipping and handling costs. Shipping and handling costs related to shipments to our customers is included in “Selling, general and administrative” expense in our consolidated statements of operations. For the years ended December 31, 2020 and 2019, the Company incurred $2.5 million and $3.8 million, respectively, of shipping and handling costs related to shipments to our customers. The Company excludes from its revenue any amounts collected from customers for sales (and similar) taxes. During the years ended December 31, 2020 and 2019, the Company recorded discounts, and to a lesser degree, sales returns, totaling $17.7 million and $26.9 million, respectively, which accounted for 22% and 25% of gross revenue in each period, respectively. Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The cash balance at times may exceed federally insured limits. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. Significant customers are those that represent more than 10% of the Company’s net revenue or accounts receivable for each period presented. During the year ended December 31, 2020, the Company had three customers who individually accounted for 41%, 17% and 12% of our net revenue, and one customer that accounted for 61% of our accounts receivable, net as of December 31, 2020. During the year ended December 31, 2019, the Company had three customers who individually accounted for approximately 33%, 17% and 13% of our net revenue and one customer that accounted for 35% of our accounts receivable, net as of December 31, 2019. The Company uses a limited number of non-affiliated suppliers for contract manufacturing its products. The Company has quality control and manufacturing agreements in place with its primary manufacturers to ensure consistency in production and quality. The agreements ensure products are manufactured to the Company’s specifications and the contract manufacturers will bear the costs of recalled product due to defective manufacturing. The Company had the following concentration of purchases with contract manufacturers for years ended December 31, 2020 and 2019: For the Years Ended December 31, Vendor 2020 2019 Nutrablend * 22 % S.K. Laboratories 24 % 34 % Mill Haven Foods LLC 25 % * Innovations in Nutrition and Wellness 13 % * * Represents less than 10% of purchases. Inventory Inventory consisted solely of finished goods and raw materials, used to manufacture our products by one of our co-manufacturers as of December 31, 2020 and 2019. The Company records charges for obsolete and slow-moving inventory based on the age of the product as determined by the expiration date or otherwise determined to be obsolete. Products within one year of their expiration dates are considered for write-off purposes. Inventory write-downs, once established, are not reversed as they establish a new cost basis for the inventory. Historically, the Company has had minimal returns with established customers. The Company incurred insignificant inventory write-offs during the years ended December 31, 2020 and 2019. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of various payments the Company has made in advance for goods or services to be received in the future. These prepaid expenses include legal retainers, giveaways, print advertising, insurance and service contracts requiring up-front payments. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed on a straight-line basis over the estimated useful lives of the respective assets or, in the case of leasehold improvements, the remaining lease term, if shorter. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are removed, and the resulting gains or losses are recorded in the statements of operations. Repairs and maintenance costs are expensed as incurred. The estimated useful lives of the property and equipment are as follows: Property and Equipment Estimated Useful Life Furniture, fixtures and equipment 3 - 7 years Manufacturing and lab equipment 3 - 5 years Vehicles 3 - 5 years Intangible Assets Acquired intangible assets are recorded at estimated fair value, net of accumulated amortization, and costs incurred in obtaining certain trademarks are capitalized, and are amortized over their related useful lives, using a straight-line basis consistent with the underlying expected future cash flows related to the specific intangible asset. Costs to renew or extend the life of intangible assets are capitalized and amortized over the remaining useful life of the asset. Amortization expenses are included as a component of “Selling, general and administrative” expenses in the consolidated statements of operations. The estimated useful life of the intangible assets is 7 years. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted future cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset’s carrying value and estimated fair value. There were no impairments for the years ended December 31, 2020 and 2019. Fair Value GAAP defines fair value as the exchange price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures its financial assets and liabilities at fair value at each reporting period using an estimated fair value hierarchy which requires the Company to use observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: ● Level 1 — Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities; ● Level 2 — Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments; and ● Level 3 — Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. These inputs are based on our own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Leases A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified assets for a period of time in exchange for consideration. An entity controls the use when it has a right to obtain substantially all of the benefits from the use of the identified asset and has the right to direct the use of the asset. The Company determines if an arrangement is a lease at contract inception. For all classes of underlying assets, the Company includes both the lease and non-lease components as a single component and accounts for it as a lease. Lease liabilities are recognized based on the present value of the lease payments over the lease term at the commencement date. MusclePharm calculates and uses the rate implicit in the lease if the information is readily available, or if not available, the Company uses its incremental borrowing rate in determining the present value of lease payments. Lease right-of-use (“ROU”) assets are based on the lease liability, subject to adjustments, such as lease incentives. The ROU assets also include any lease payments made at or before the commencement date. MusclePharm excludes variable lease payments in measuring lease assets and lease liabilities, other than those that depend on an index or a rate or are in substance fixed payments. MusclePharm’s lease terms include options to extend or terminate the lease when it is reasonably certain that such options will be exercised. Operating leases are included in “Operating lease right-of-use assets,” “Operating lease liability, current” and “Operating lease liability, long-term” on the consolidated balance sheets. Finance leases are included in “Property and equipment, net,” “Accrued and other liabilities” and “Other long-term liabilities” on the consolidated balance sheets. Cost of Revenue Cost of revenue for MusclePharm and its subsidiaries represents costs directly related to the production, manufacturing and freight-in of the Company’s products purchased from third-party manufacturers. Advertising and Promotion Our advertising and promotion expenses consist primarily of digital, print and media advertising, athletic endorsements and sponsorships, promotional giveaways, trade show events and various partnering activities with our retail partners, and are expensed as incurred. Some of the contracts provide for contingent payments to endorsers or athletes based upon specific achievement in their sports, such as winning a championship. The Company records expense for these payments if and when the endorser achieves the specific achievement. Share-Based Payments and Stock-Based Compensation Share-based compensation awards, including stock options and restricted stock awards, are recorded at estimated fair value on the applicable awards’ grant date, based on the estimated number of awards that are expected to vest. The grant date fair value is amortized on a straight-line basis over the time in which the awards are expected to vest, or immediately if no vesting is required. Share-based compensation awards issued to non-employees for services are also recorded at fair value on the grant date. The fair value of restricted stock awards is based on the fair value of the stock underlying the awards on the grant date as there is no exercise price. The fair value of stock options is estimated using the Black-Scholes option-pricing model. The determination of the fair value of each stock award using this option-pricing model is affected by the Company’s assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards and the expected term of the awards based on an analysis of the actual and projected employee stock option exercise behaviors and the contractual term of the awards. Due to the Company’s limited experience with the expected term of options, the simplified method was utilized in determining the expected option term as prescribed in Staff Accounting Bulletin No. 110. The Company recognizes stock-based compensation expense over the requisite service period, which is generally consistent with the vesting of the awards, based on the estimated fair value of all stock-based payments issued to employees and directors that are expected to vest. Foreign Currency The functional currency of the Company’s foreign subsidiaries, MusclePharm Canada, MusclePharm Australia, and MusclePharm Ireland, is the local currency. The assets and liabilities of the foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date. Revenue and expenses are translated at average exchange rates in effect during the year. Equity transactions are translated using historical exchange rates. The resulting translation adjustments are recorded to a separate component of “Accumulated other comprehensive income (loss)” in the consolidated balance sheets and are also included in the consolidated statements of comprehensive income (loss). Foreign currency gains and losses resulting from transactions denominated in a currency other than the functional currency are included in “Interest and other expense, net” in the consolidated statements of operations. Comprehensive Income (Loss) Comprehensive income (loss) is composed of two components: net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of stockholders’ deficit and are excluded from the Company’s net income (loss). The Company’s other comprehensive income (loss) is made up of foreign currency translation adjustments. There was no foreign currency translation adjustment for the year ended December 31, 2020. Segments Management has determined that it currently operates in one segment. The Company’s chief operating decision maker reviews financial information on a consolidated basis, together with certain operating and performance measures principally to make decisions about how to allocate resources and to measure the Company’s performance. Income Taxes Income taxes are accounted for using the asset and liability method. Income tax expense includes the current tax liability from operations and the change in deferred income taxes during the year. Interest income, interest expense and penalties associated with income taxes are reflected in “Income tax expense” on the consolidated statements of income. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating loss and tax credit carry-forwards. 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 required to be established unless management determines that it is more likely than not that we will ultimately realize the tax benefit associated with a deferred tax asset. Recent Accounting Pronouncements In July 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): On August 5, 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) This guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The FASB also specified that an entity should adopt the guidance as of the beginning of its annual fiscal year and is not permitted to adopt the guidance in an interim period.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	12 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	Note 3. Fair Value of Financial Instruments As of December 31, 2020 and 2019, the Company held no assets or liabilities that required re-measurement at fair value on a recurring basis. Cash balances as of December 31, 2020 and 2019 were $2.0 million and $1.5 million, respectively. The carrying amounts of the cash balances reported in the consolidated balance sheets approximate the fair value.

Balance Sheet Components

Balance Sheet Components	12 Months Ended
	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Balance Sheet Components	Note 4. Balance Sheet Components Inventory Inventory consisted of raw materials and finished goods, which were located either at one of our co-manufacturers or our warehouse as of December 31, 2020 and December 31, 2019. The Company records charges for obsolete and slow-moving inventory based on the age of the product as determined by the expiration date or if otherwise determined to be obsolete. Products within one year of their expiration dates are considered for write-off purposes. Historically, the Company has had minimal returns with established customers. The Company incurred insignificant inventory write-offs during the years ended December 31, 2020 and 2019. Inventory write-downs, once established, are not reversed as they establish a new cost basis for the inventory. Property and Equipment Property and equipment consisted of the following as of December 31, 2020 and 2019 (in thousands): As of December 31, 2020 2019 Furniture, fixtures and equipment $ 167 $ 2,592 Leasehold improvements — 236 Vehicles 39 39 Displays — 453 Website — 497 Property and equipment, gross 206 3,817 Less: accumulated depreciation and amortization (193 ) (3,601 ) Property and equipment, net $ 13 $ 216 Depreciation and amortization expense related to property and equipment was $0.1 million and $0.3 million for the years ended December 31, 2020 and 2019, respectively, which is included in “Selling, general, and administrative” expense in the accompanying consolidated statements of operations. During the year ended December 31, 2020, the Company wrote off $2.6 million of fixed assets with a net book value of $45,000. Intangible Assets Intangible assets consisted of the following (in thousands): As of December 31, 2020 Gross Value Accumulated Net Remaining Weighted- Amortized Intangible Assets Brand (apparel rights) $ 2,244 $ (1,888 ) $ 356 1.1 Total intangible assets $ 2,244 $ (1,888 ) $ 356 As of December 31, 2019 Gross Value Accumulated Net Remaining Weighted- Amortized Intangible Assets Brand (apparel rights) $ 2,244 $ (1,568 ) $ 676 2.1 Total intangible assets $ 2,244 $ (1,568 ) $ 676 Intangible assets amortization expense was $0.3 million for each of the years ended December 31, 2020 and 2019, which is included in “Selling, general, and administrative” expense in the accompanying consolidated statements of operations. As of December 31, 2020, the estimated future amortization expense of intangible assets is as follows (in thousands): For the Year Ending December 31, 2021 $ 320 2022 36 Total amortization expense $ 356

Accrued and Other Liabilities

Accrued and Other Liabilities	12 Months Ended
	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued and Other Liabilities	Note 5. Accrued and Other Liabilities As of December 31, 2020 and 2019, the Company’s accrued and other liabilities consisted of the following (in thousands): As of December 31, 2020 2019 Accrued professional fees $ 242 $ 378 Accrued interest 644 803 Accrued payroll and bonus 738 495 Settlements – short term (Nutrablend and 4Excelsior) 2,005 — Accrued expenses – ThermoLife 1,364 1,364 Accrued and other short-term liabilities 1,201 1,765 Accrued and other liabilities $ 6,194 $ 4,805

Leases

Leases	12 Months Ended
	Dec. 31, 2020
Leases [Abstract]
Leases	Note 6. Leases The Company elected not to apply ASC 842 to arrangements with lease terms of 12 month or less. The Company determines if a contract contains a lease when the contract conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Upon identification and commencement of a lease, we establish a ROU asset and a lease liability. ROU assets and lease liabilities are measured and recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. At adoption, the Company reduced the ROU asset through a derecognition of the restructuring liability for its abandoned lease facilities. Subsequent to adoption, the Company no longer recognized lease expense on a straight-line basis, as the impact of the derecognition resulted in a front-loading of the lease expenses. The Company has operating leases for warehouse facilities and office spaces across the U.S. The remaining lease terms for these leases range from 1 to 2 years. The Company also leased manufacturing and warehouse equipment under finance lease arrangements, which expired at various dates through July 2020. The Company did not extend any lease that expired in 2020. The lease rental agreement, in which the Company leased a Tennessee warehouse, expired on June 30, 2020. Subsequent to the expiration of the lease, the Company utilized the warehouse and made payments to the landlord on a month-to-month basis between July and August 2020. After August 2020, we moved our warehouse in Tennessee to a third-party logistics provider. On July 24, 2020, the Company entered into a Sublease Agreement with a third-party cosmetics company, to sublease the office building at Burbank. The sublease commenced on September 15, 2020 and would be in effect through the remainder of the Company’s lease term (September 15, 2020 through September 30, 2022). Rent was abated between November 1, 2020 and December 31, 2020 for a total of one and a half months. In September 2020, the Company assessed its existing leases for impairment as the remaining lease costs exceeded the anticipated sublease income on these leases. As a result of the impairment analysis, the Company recorded an impairment charge of $0.2 million. Supplemental balance sheet information related to leases was as follows (in thousands): Assets Balance Sheet Classification December 31, 2020 December 31, 2019 Operating ROU assets, net $ 474 $ 1,175 Finance Property and equipment, net — 57 Total Assets 474 1,232 Liabilities Current liabilities: Operating Operating lease liability - current $ 381 $ 624 Finance Current accrued liability — 54 Total current liabilities 381 678 Non-current liabilities: Operating Operating lease liability - long term 343 723 Total non-current liabilities 343 723 Total lease liabilities $ 724 $ 1,401 The Company has elected the practical expedient to combine lease and non-lease components into a single component for all of its leases. Fixed lease costs represent the explicitly quantified lease payments prescribed by the lease agreement and are included in the measurement of the ROU asset and corresponding lease liability. Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. The variable lease payments are not presented as part of the initial ROU asset or lease liability. The Company’s lease agreements do not contain any material restrictive covenants. The components of lease cost for operating and finance leases for the year ended December 31, 2020 were as follows (in thousands): Income Statement Classification Year Ended December 31, 2020 Year Ended December 31, 2019 Operating lease cost Selling, general and administrative $ 718 $ 1,041 Finance lease cost: Amortization of right-of-use asset Selling, general and administrative 61 119 Interest on lease liabilities Selling, general and administrative 1 6 Total finance lease cost 62 125 Variable lease payments Selling, general and administrative 318 219 Sublease income Other income (315 ) (380 ) Total lease cost $ 783 $ 1,005 The Company had no short-term leases as of December 31, 2020. The Company’s leases do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate based on the information available at the effective date in determining the present value of future payments for those leases. Supplemental cash flow information related to leases was as follows: December 31, 2020 December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities (in thousands): Operating cash flows from operating leases $ 624 $ 770 Operating cash flows from finance leases 1 6 Financing cash flows from finance leases 54 120 The weighted average remaining lease term was as follows: Operating leases (in years) 1.7 2.3 Finance leases (in years) — 0.5 The weighted average discount rate was as follows: Operating leases 18 % 18 % Finance leases 5 % 5 % The maturities of lease liabilities at December 31, 2020 were as follows (in thousands): Operating Lease 2021 $ 481 2022 369 Thereafter — Total future undiscounted lease payments 850 Less amounts representing interest (126 ) Present value of lease liabilities $ 724

Interest and Other Expense, Net

Interest and Other Expense, Net	12 Months Ended
	Dec. 31, 2020
Other Income and Expenses [Abstract]
Interest and Other Expense, Net	Note 7. Interest and other expense, net For the years ended December 31, 2020 and 2019, “Interest and other expense, net” consisted of the following (in thousands): For the Year Ended December 31, 2020 2019 Interest expense, related party $ (329 ) $ (1,597 ) Interest expense, related party debt discount — (60 ) Interest expense, other 202 (894 ) Interest expense, secured borrowing arrangement (1,366 ) (1,205 ) Foreign currency transaction loss (8 ) (236 ) Other 473 383 Total interest and other expense, net $ (1,028 ) $ (3,609 ) “Other” for 2020 includes sublease income and interest income.

Debt

Debt	12 Months Ended
	Dec. 31, 2020
Debt Disclosure [Abstract]
Debt	Note 8. Debt As of December 31, 2020 and 2019, the Company’s debt consisted of the following (in thousands): As of December 31, 2020 2019 Refinanced convertible note, related party $ 2,872 $ 1,287 Revolving line of credit, related party 743 1,239 Obligations under secured borrowing arrangement 7,098 4,443 Line of credit – inventory financing — 2,965 Notes payable 167 247 Paycheck Protection Program loan 965 — Total debt 11,845 10,181 Less: current portion (10,881 ) (10,130 ) Long term debt $ 965 $ 51 Related-Party Refinanced Convertible Note On November 3, 2017, the Company entered into the refinancing with Mr. Ryan Drexler, the Company’s Chairman of the Board of Directors, Chief Executive Officer and President (the “Refinancing”). As part of the Refinancing, the Company issued to Mr. Drexler an amended and restated convertible secured promissory note (the “Refinanced Convertible Note”) in the original principal amount of $18.0 million, which amended and restated (i) a convertible secured promissory note dated as of December 7, 2015, amended as of January 14, 2017, in the original principal amount of $6.0 million with an interest rate of 8% prior to the amendment and 10% following the amendment (the “2015 Convertible Note”), (ii) a convertible secured promissory note dated as of November 8, 2016, in the original principal amount of $11.0 million with an interest rate of 10% (the “2016 Convertible Note”) , and (iii) a secured demand promissory note dated as of July 27, 2017, in the original principal amount of $1.0 million with an interest rate of 15% (the “2017 Note”, and together with the 2015 Convertible Note and the 2016 Convertible Note, collectively, the “Prior Notes”). The due date of the 2015 Convertible Note and the 2016 Convertible Note was November 8, 2017. The 2017 Note was due on demand. Interest rate on the $18.0 million Refinanced Convertible Note was 12% per annum, and interest payments were due on the last day of each quarter. At the Company’s option (as determined by its independent directors), the Company could repay up to one-sixth of any interest payment by either adding such amount to the principal amount of the note or by converting such interest amount into an equivalent amount of the Company’s common stock. Any interest not paid when due would be capitalized and added to the principal amount of the Refinanced Convertible Note and bear interest on the applicable interest payment date along with all other unpaid principal, capitalized interest, and other capitalized obligations. Both the principal and the interest under the Refinanced Convertible Note were due on December 31, 2019, unless converted earlier. Mr. Drexler could convert the outstanding principal and accrued interest into shares of the Company’s common stock at a conversion price of $1.11 per share at any time. The Company could prepay the Refinanced Convertible Note by giving Mr. Drexler between 15- and 60-days’ notice depending upon the specific circumstances, subject to Mr. Drexler’s conversion right. The Refinanced Convertible Note contained customary events of default, including, among others, the failure by the Company to make a payment of principal or interest when due. Following an event of default, interest would accrue at the rate of 14% per annum. In addition, following an event of default, any conversion, redemption, payment or prepayment of the Refinanced Convertible Note would be at a premium of 105%. The Refinanced Convertible Note also contained customary restrictions on the ability of the Company to, among other things, grant liens or incur indebtedness other than certain obligations incurred in the ordinary course of business. The restrictions are also subject to certain additional qualifications and carveouts, as set forth in the Refinanced Convertible Note. As part of the Refinancing, the Company and Mr. Drexler entered into a restructuring agreement (the “Restructuring Agreement”) pursuant to which the parties agreed to amend and restate the security agreement resulting in a Third Amended and Restated Security Agreement (the “Amended Security Agreement”) in which the Prior Notes were secured by all of the assets and properties of the Company and its subsidiaries whether tangible or intangible. Pursuant to the Restructuring Agreement, the Company agreed to pay, on the effective date of the Refinancing, all outstanding interest on the Prior Notes through November 8, 2017 and certain fees and expenses incurred by Mr. Drexler in connection with the Restructuring. On September 16, 2019, Mr. Ryan Drexler delivered a notice to the Company and its independent directors of his election to convert, effective as of September 16, 2019 (the “Notice Date”), $18.0 million of the amount outstanding under that certain Amended and Restated Convertible Secured Promissory Note, dated as of November 8, 2017 (the “Note”), issued by the Company to Mr. Drexler, into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a conversion price of $1.11 per share, pursuant to the terms and conditions of the Note (the “Partial Conversion”). As of the Notice Date, the total amount outstanding under the Note (including principal and accrued and unpaid interest) was equal to $19.3 million. Pursuant to the terms of the Note, the Company instructed the transfer agent to issue to Mr. Drexler 16,216,216 shares (the “Shares”) of its Common Stock in respect of the Partial Conversion. On October 4, 2019, the Company entered into a secured revolving promissory note (the “Revolving Note”) with Mr. Drexler. Under the terms of the Revolving Note, the Company can borrow up to $3.0 million. The Revolving Note bears interest at the rate of 12% annually. The use of funds will be solely for the purchase of whey protein to be used in the manufacturing of MusclePharm products. The Company may prepay the Revolving Note by giving Mr. Drexler one days’ written notice. The Revolving Note contains customary events of default, including, among others, the failure by the Company to make a payment of principal or interest when due. Following an event of default, Mr. Drexler is entitled to accelerate the entire indebtedness under the Revolving Note. The Revolving Note also contains customary restrictions on the ability of the Company to, among other things, grant liens or incur indebtedness other than certain obligations incurred in the ordinary course of business. The restrictions are also subject to certain additional qualifications and carveouts. In connection with the Revolving Note, the Company and Mr. Drexler entered into a security agreement dated October 4, 2019, pursuant to which the Revolving Note is secured by all of the assets and properties of the Company and its subsidiaries whether tangible or intangible. On December 27, 2019, the Company entered into a collateral receipt and security agreement with Mr. Drexler, pursuant to which Mr. Drexler agreed to post bond relating to the judgment ruled against the Company in connection with the litigation between the Company and ThermoLife International LLC (“ThermoLife”), pending the appeal. The amount paid by Mr. Drexler on behalf of the Company, including fees, was $0.3 million. On August 21, 2020, the Company entered into a refinancing agreement with Mr. Ryan Drexler, the Company’s Chairman of the Board of Directors, Chief Executive Officer and President (the “2020 Refinancing”), with an effective date of July 1, 2020. As part of the 2020 Refinancing, the Company issued to Mr. Drexler an amended and restated convertible secured promissory note (the 2020 “Refinanced Convertible Note”) in the original principal amount of $2,735,199, which amended and restated (i) a convertible secured promissory note dated as of November 8, 2017, $1,134,483 of which was outstanding as of July 1, 2020 (ii) a collateral receipt and security agreement with Mr. Drexler dated as of December 27, 2019, $252,500 of which was outstanding as of July 1, 2020, and (iii) a secured revolving promissory note dated as of October 4, 2019, $1,348,216 of which was outstanding as of July 1, 2020. The $2.7 million 2020 Refinanced Convertible Note bears interest at the rate of 12% per annum. The 2020 Refinanced Convertible Note contains customary restrictions on the ability of the Company to, among other things, grant liens or incur indebtedness other than certain obligations incurred in the ordinary course of business. The restrictions are also subject to certain additional qualifications and carveouts, as set forth in the 2020 Refinanced Convertible Note. The 2020 Refinanced Convertible Note is subordinated to certain other indebtedness of the Company held by Prestige Capital Corporation (“Prestige”) and Crossroads Financial Group, LLC (“Crossroads”). The Company may prepay the 2020 Refinanced Convertible Note by giving Mr. Drexler between 15- and 60-days’ notice depending upon the specific circumstances, subject to Mr. Drexler’s conversion right. Mr. Drexler may convert the outstanding principal and accrued interest into shares of the Company’s common stock at a conversion price equal to or greater than (i) the closing price per share of the common stock on the last business day immediately preceding November 1, 2020 or (ii) $0.17. All outstanding principal and accrued but unpaid interest under the 2020 Refinanced Convertible Note were due and payable on November 1, 2020. The Note was in default on that date and the Company agreed with Mr. Drexler to amend the 2020 Refinancing by the end of November 2020. Interest accrued but unpaid, totaling $26,000 was capitalized on the due date and added to the principal amount of the 2020 Refinanced Convertible Note. On November 29, 2020, the Company entered into a refinancing agreement with Mr. Ryan Drexler, (the “November 2020 Refinancing”), in which the Company issued to Mr. Drexler a convertible secured promissory note (the November 2020 “Convertible Note”) in the original principal amount of $2,871,967, which amended and restated a convertible secured promissory note dated as of August 21, 2020. The $2.9 million November 2020 Convertible Note bears interest at the rate of 12% per annum. Unless earlier converted or repaid, all outstanding principal and any accrued but unpaid interest under the November 2020 Convertible Note shall be due and payable on July 1, 2021. Any interest not paid when due shall be capitalized and added to the principal amount of the November 2020 Convertible Note and bear interest on the applicable interest payment date along with all other unpaid principal, capitalized interest, and other capitalized obligations. Mr. Drexler may, at any time, and from time to time, upon written notice to the Company, convert the outstanding principal and accrued interest into shares of Common Stock, at a conversion price of $0.23 per share. At the election of the Company, one-sixth of the interest may be paid in kind (“PIK Interest”) by adding such amount to the principal amount of the note, or through the issuance of shares of the Company’s common stock to Mr. Drexler. The PIK Interest is convertible to common stock at the closing price per share on the last business day of each calendar quarter. In no event will the conversion price of such PIK Interest be less than $0.10. The Company may prepay the Note by giving Mr. Drexler between 15- and 60-days’ notice depending upon the specific circumstances, subject to Mr. Drexler’s conversion right. The Company intends to pay all interest due on the Convertible Note to Mr. Drexler at the end of each calendar quarter. The November 2020 Convertible Note contains customary restrictions on the ability of the Company to, among other things, grant liens or incur indebtedness other than certain obligations incurred in the ordinary course of business. The restrictions are also subject to certain additional qualifications and carveouts, as set forth in the November 2020 Convertible Note. The November 2020 Convertible Note is subordinated to certain other indebtedness of the Company held by Prestige Capital Corporation (“Prestige”) and Crossroads Financial Group, LLC (“Crossroads”). For the years ended December 31, 2020 and 2019, interest expense related to the related party convertible secured promissory notes was $0.3 million and $1.7 million, respectively. During the years ended December 31, 2020 and 2019, interest paid in cash to Mr. Drexler was $32,000 and $0.8 million, respectively. Related Party Secured Revolving Promissory Note On October 15, 2020, the Company entered into a secured revolving promissory note (the “Revolving Note”) with Ryan Drexler. Under the terms of the Revolving Note, the Company can borrow up to $3.0 million. The Revolving Note bears interest at the rate of 12% per annum. The use of funds will be used for the purchase of whey protein and other general corporate purposes. Both the outstanding principal, if any, and all accrued interest under the Revolving Note are due on March 31, 2021. The Company may prepay the Revolving Note by giving Mr. Drexler one days’ advance written notice. The Revolving Note contains customary events of default, including, among others, the failure by the Company to make a payment of principal or interest when due. Following an event of default, Mr. Drexler is entitled to accelerate the entire indebtedness under the Revolving Note. The Revolving Note also contains customary restrictions on the ability of the Company to, among other things, grant liens or incur indebtedness other than certain obligations incurred in the ordinary course of business. The restrictions are also subject to certain additional qualifications and carveouts, as set forth in the Revolving Note. The Revolving Note is subordinated to certain other indebtedness of the Company held by Prestige and Crossroads. In connection with the Revolving Note, the Company and Mr. Drexler entered into a fifth amended and restated security agreement dated October 15, 2020 (the “Security Agreement”) pursuant to which the Revolving Note is secured by all of the assets and properties of the Company and its subsidiaries whether tangible or intangible. As of December 31, 2020, the outstanding balance on the revolving note was $0.7 million. During the year ended December 31, 2020, interest paid in cash to Mr. Drexler was $24,000. Line of Credit - Inventory Financing On October 6, 2017, the Company entered into a Loan and Security Agreement (“Security Agreement”) with Crossroads. Pursuant to the Security Agreement, the Company may borrow up to 70% of its Inventory Cost or up to 75% of Net Orderly Liquidation Value (each as defined in the Security Agreement), up to a maximum amount of $3.0 million at an interest rate of 1.5% per month, subject to a minimum monthly fee of $22,500. Subsequent to the end of 2017, the maximum amount was increased to $4.0 million. The term of the Security Agreement automatically extends in one-year increments, unless earlier terminated pursuant to the terms of the Security Agreement. The Security Agreement contains customary events of default, including, among others, the failure to make payments on amounts owed when due, default under any other material agreement or the departure of Mr. Drexler. The Security Agreement also contains customary restrictions on the ability of the Company to, among other things, grant liens, incur debt, and transfer assets. Under the Security Agreement, the Company agreed to grant Crossroads a security interest in all of the Company’s present and future accounts, chattel paper, goods (including inventory and equipment), instruments, investment property, documents, general intangibles, intangibles, letter of credit rights, commercial tort claims, deposit accounts, supporting obligations, documents, records and the proceeds thereof. The Security Agreement has second priority lien on the Company’s assets and is subordinated to the Company’s indebtedness held by Prestige. During the year, the Company made payments of $3.0 million to Crossroads and had no outstanding liability as of December 31, 2020. As of December 31, 2019, we owed Crossroads $3.0 million, and the amount is included in “Line of credit” in the consolidated balance sheets. On April 1, 2019, the Company and Crossroads amended the terms of the agreement. The agreement was extended until March 31, 2020, the rate was modified to 1.33% per month, and the amount the Company can borrow was increased from $3.0 million to $4.0 million. On February 26, 2020, the Company and Crossroads further amended the terms of the agreement. The agreement was extended until April 1, 2021 and the amount the Company can borrow was decreased from $4.0 million to $3.0 million. On October 30, 2020, the Company paid off the loan, including an early termination fee of $0.1 million. Secured Borrowing Arrangement In January 2016, the Company entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with Prestige, pursuant to which the Company agreed to sell and assign and Prestige agreed to buy and accept, certain accounts receivable owed to the Company (“Accounts”). Under the terms of the Purchase and Sale Agreement, upon the receipt and acceptance of each assignment of Accounts, Prestige will pay the Company 80% of the net face amount of the assigned Accounts, up to a maximum total borrowing of $12.5 million subject to sufficient amounts of accounts receivable to secure the loan. The remaining 20% will be paid to the Company upon collection of the assigned Accounts, less any chargebacks (including chargebacks for any customer amounts that remain outstanding for over 90 days), disputes, or other amounts due to Prestige. Prestige’s purchase of the assigned Accounts from the Company will be at a discount fee which varies from 0.7% to 4%, based on the number of days outstanding from the assignment of Accounts to collection of the assigned Accounts. In addition, the Company granted Prestige a continuing security interest in and first priority lien upon all accounts receivable, inventory, fixed assets, general intangibles, and other assets. Prestige will have no recourse against the Company if payments are not made due to the insolvency of an account debtor within 90 days of invoice date, with the exception of international and certain domestic customers At December 31, 2020 and 2019, we had outstanding borrowings of approximately $7.1 million and $4.4 million, respectively. On April 10, 2019, the Company and Prestige amended the terms of the agreement. The agreement was extended until April 1, 2020. Thereafter the agreement shall renew itself automatically for one (1) year periods unless either party receives written notice of cancellation from the other, at minimum, thirty (30 days prior to the expiration date. For the years ended December 31, 2020 and 2019, the Company assigned to Prestige, accounts with an aggregate face amount of approximately $58.0 million and $55.1 million, respectively, for which Prestige paid to the Company approximately $46.4 million and $44.1 million, respectively, in cash. During the years ended December 31, 2020 and 2019, $43.8 million and $40.9 million, respectively, was repaid to Prestige, including fees and interest. Paycheck Protection Program Loan Due to economic uncertainty as a result of the ongoing pandemic (COVID-19), on May 14, 2020, the Company received an aggregate principal amount of $964,910 pursuant to the borrowing arrangement (“Note”) with Harvest Small Business Finance, LLC (“HSBF”) and agreed to pay the principal amount plus interest at a 1% fixed interest rate per year, on the unpaid principal balance. The Note includes forgiveness provisions in accordance with the requirements of the Paycheck Protection Program, Section 1106 of the CARES Act. The Note is expected to mature on May 16, 2022. Payments were due by November 16, 2020 (the “Deferment Period”) and interest was accrued during the Deferment Period. However, the Flexibility Act, which was signed into law on June 5, 2020, extended the Deferment Period to the date that the forgiven amount is remitted by the United States Small Business Administration (“SBA”) to HSBF. The Company is in the process of filling out the forgiveness application form. As of December 31, 2020, the Company owed approximately $1.0 million (principal plus accrued interest), and the amount is recorded in “Other long-term liabilities” in the consolidated balance sheets.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 9. Commitments and Contingencies Settlements Manchester City Football Group The Company was engaged in a dispute with City Football Group Limited (“CFG”), the owner of Manchester City Football Group, concerning amounts allegedly owed by the Company under a sponsorship agreement with CFG (the “Sponsorship Agreement”). In August 2016, CFG commenced arbitration in the United Kingdom against the Company, seeking approximately $8.3 million for the Company’s purported breach of the Sponsorship Agreement. On July 28, 2017, the Company approved a Settlement Agreement (the “CFG Settlement Agreement”) with CFG effective July 7, 2017. The CFG Settlement Agreement represents a full and final settlement of all litigation between the parties. Under the terms of the agreement, the Company agreed to pay CFG a sum of $3 million, which was recorded as accrued expenses in 2017. The settlement consists of a $1 million payment that was advanced by a related party on July 7, 2017, a $1 million installment paid on July 7, 2018 and a subsequent $1 million installment payment to be paid by July 7, 2019. Of this amount, the Company has remitted $0.3 million. During the years ended December 31, 2020 and 2019, the Company recorded a charge of $75,000 and $38,000, respectively, included in “Interest and other expense, net” in the Company’s consolidated statements of operations, representing imputed interest. Nutrablend Matter On February 27, 2020, Nutrablend, a manufacturer of MusclePharm products, filed an action against MusclePharm in the United States District Court for the Eastern District of California, claiming approximately $3.1 million in allegedly unpaid invoices. These invoices relate to the third and fourth quarter of 2019, and a liability has been recorded in the books for the related periods. On September 25, 2020, the parties successfully mediated the case to a settlement and the Company agreed to (i) pay approximately $3.1 million (“Owed Amount”) in monthly payments (“Monthly Payments”) from September 1, 2020 through June 30, 2023 and (ii) issue monthly purchase orders (“Purchase Orders”) at minimum amounts accepted by Nutrablend. MusclePharm agreed to issue Purchase Orders in a combined total amount of at least (i) $1,500,000 from September 1, 2020 through November 30, 2020; (ii) $1,800,000 from December 1, 2020 through February 28, 2021; (iii) $2,100,000 from March 31, 2021 through May 31, 2021; (iv) $2,100,000 from June 1, 2021 through August 31, 2021; and (v) $1,400,000 from September 1, 2021 through October 30, 2021. Beginning on November 1, 2021, MusclePharm will be required to issue monthly Purchase Orders to Nutrablend in a minimum amount of $700,000 until the Owed Amount is paid in full to Nutrablend. In the event that MusclePharm pays the Owed Amount in full before September 1, 2021, MusclePharm is entitled to a rebate on all completed Purchase Orders. Further, once the monthly payments, and any additional payments that MusclePharm has made on the Owed Amount, reduce the outstanding balance of the Owed Amount to below $2.0 million, MusclePharm is eligible for an extension of a line of credit from Nutrablend in an amount of up to $3.0 million. The Company determined that approximately $1.0 million dollars of the Owed Amount was due within a year, and this amount was recorded in “Accrued and other liabilities” in the consolidated balance sheets. The present value of the remaining Owed Amount that was due after a year was $1.4 million, and the amount was recorded in “Other long-term liabilities” in the consolidated balance sheets. The Company made payments of $0.3 million as of December 31, 2020. During the year ended December 31, 2020, the Company recorded $0.5 million as a gain on the settlement of the liability, and interest expense of $66,000, in the consolidated statements of operations. 4Excelsior Matter On March 18, 2019, Excelsior Nutrition, Inc. (“4Excelsior”), a manufacturer of MusclePharm products, filed an action against MusclePharm in the Superior Court of the State of California for the County of Los Angeles, claiming approximately $6.2 million in damages relating to allegedly unpaid invoices, as well as approximately $7.8 million in consequential damages. On January 27, 2020, MusclePharm filed a counterclaim against 4Excelsior seeking unidentified damages relating to, among other things, 4Excelsior’s failure to fulfill a purchase order. MusclePharm also moved to strike 4Excelsior’s consequential damages on the grounds that they are unrecoverable under the Uniform Commercial Code. The court denied that motion, and the action proceeded to discovery. On November 16, 2020, the Company and 4Excelsior entered into a stipulation of settlement that provided that the Company would pay to 4Excelsior a total of $4.75 million in four monthly payments of $70,000, beginning January 5, 2021, and thereafter in monthly payments of $0.1 million. On December 16, 2020, MusclePharm and 4Excelsior entered into a Settlement Agreement and Mutual Release (“the Agreement”), pursuant to which the parties resolved and settled the civil action pending in the Superior Court of the State of California for the County of Los Angeles (the “Litigation”). The parties agreed to a mutual general release of claims and to jointly file within 10 business days of the effective date of the Agreement a stipulation and proposed order of dismissal, dismissing with prejudice all claims and counterclaims asserted in the Litigation. MusclePharm agreed to pay $4.75 million (the “Settlement Amount”) in four monthly payments of $70,000, beginning January 5, 2021, and thereafter in monthly payments of $0.1 million until the Settlement Amount is fully paid. MusclePharm may prepay all or any portion of the Settlement Amount at any time without penalty or premium. The Agreement provides that, in the event of a Default (as defined in the Agreement) by MusclePharm, the entire outstanding balance of the Settlement Amount will become immediately due and payable, plus accrued interest at a rate of 18% per annum, commencing from the date of default. The Company determined that approximately $1.1 million dollars of the Settlement Amount was due within a year, and this amount was recorded in “Accrued and other liabilities” in the consolidated balance sheets. The present value of the remaining Settlement Amount that was due after a year was $2.5 million, and the amount was recorded in “Other long-term liabilities” in the consolidated balance sheets. During the year ended December 31, 2020, the Company recorded $1.2 million as a gain on the settlement of the liability, and interest expense of $16,000, in the consolidated statements of operations. Contingencies In the normal course of business or otherwise, the Company may become involved in legal proceedings. The Company will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. The Company provides disclosures for material contingencies when there is a reasonable possibility that a loss or an additional loss may be incurred. In assessing whether a loss is a reasonable possibility, the Company may consider the following factors, among others: the nature of the litigation, claim or assessment, available information, opinions or views of legal counsel and other advisors, and the experience gained from similar cases. As of December 31, 2020, the Company was involved in the following material legal proceedings described below. ThermoLife International In January 2016, ThermoLife International LLC (“ThermoLife”), a supplier of nitrates to MusclePharm, filed a complaint against us in Arizona state court. ThermoLife alleged that we failed to meet minimum purchase requirements contained in the parties’ supply agreement. In March 2016, we filed counterclaims alleging that ThermoLife’s products were defective. Through orders issued in September and November 2019, the court dismissed MusclePharm’s counterclaims and found that the Company was liable to ThermoLife for failing to meet its minimum purchase requirements. The court held a bench trial on the issue of damages in October 2019, and on December 4, 2019, the court entered judgment in favor of ThermoLife and against the Company in the amount of $1.6 million, comprised of $0.9 million in damages, interest in the amount of $0.3 million and attorneys’ fees and costs in the amount of $0.4 million. The Company recorded $1.6 million in accrued expenses in 2018. As of December 31, 2020, the total amount accrued, including interest, was $1.8 million. In the interim, the Company filed an appeal and posted bonds in the total amount of $0.6 million in order to stay execution on the judgment pending appeal. Of the $0.6 million, $0.25 million (including fees) was paid by Mr. Drexler on behalf of the Company. See “Note 8. Debt” for additional information. The balance of $0.35 million was secured by a personal guaranty from Mr. Drexler, while the associated fees of $12,500 were paid by the Company. The appeal has been fully briefed and is awaiting a decision. For both the years ended December 31, 2020 and 2019, interest expense recognized on the awarded damages was $89,000. White Winston Select Asset Fund Series MP-18, LLC et al., v MusclePharm Corp., et al., (Nev. Dist. Ct.; Cal. Superior Court; Colorado Dist. Ct.; Mass. Super. Ct.) On August 21, 2018, White Winston Select Asset Fund Series MP-18, LLC and White Winston Select Asset Fund, LLC (together “White Winston”) initiated a derivative action against MusclePharm and its directors (collectively the “director defendants”). White Winston alleges that the director defendants breached their fiduciary duties by improperly approving the refinancing of three promissory notes issued by MusclePharm to Drexler (the “Amended Note”) in exchange for $18.0 million in loans. White Winston alleges that this refinancing improperly diluted their economic and voting power and constituted an improper distribution in violation of Nevada law. In its complaint, White Winston sought the appointment of a receiver over MusclePharm, a permanent injunction against the exercise of Drexler’s conversion right under the Amended Note, and other unspecified monetary damages. On September 13, 2018, White Winston filed an amended complaint, which added a former MusclePharm executive, as a plaintiff (together with White Winston, the “White Winston Plaintiffs”). On December 9, 2019, the White Winston Plaintiffs filed a Second Amended Complaint, in which they added allegations relating to the resignation of MusclePharm’s auditor, Plante & Moran PLLC (“Plante Moran”). MusclePharm has moved to dismiss the Second Amended Complaint. That motion has not yet been fully briefed. Along with its complaint, White Winston also filed a motion for a temporary restraining order (“TRO”) and preliminary injunction enjoining the exercise of Drexler’s conversion right under the Amended Note. On August 23, 2018, the Nevada district court issued an ex parte TRO. On September 14, 2018, the court let the TRO expire and denied White Winston’s request for a preliminary injunction, finding, among other things, that White Winston did not show a likelihood of success on the merits of the underlying action and failed to establish irreparable harm. Following the court’s decision, MusclePharm filed a motion seeking to recoup the legal fees and costs it incurred in responding to the preliminary injunction motion. On October 31, 2019, the court awarded MusclePharm $56,000 in fees and costs. White Winston has appealed that award. Due to the uncertainty associated with determining our liability, if any, and due to our inability to ascertain with any reasonable degree of likelihood, as of the date of this report, the outcome of the trial, the Company has not recorded an estimate for its potential liability. On June 17, 2019, White Winston moved for the appointment of a temporary receiver over MusclePharm, citing Plante Moran’s resignation. The court granted White Winston’s request to hold an evidentiary hearing on the motion, but subsequently stayed the action pending the parties’ attempts to resolve their dispute. Although the parties have been unable to reach a resolution, the litigation has not yet resumed. On July 30, 2019, White Winston filed an action in the Superior Court of the State of California in and for the County of Los Angeles, seeking access to MusclePharm’s books and records and requesting the appointment of an independent auditor for the company. On February 25, 2021, the court ordered MusclePharm to produce certain documents, denied White Winston’s request for an auditor, and ordered MusclePharm to pay a $1,500 penalty. MusclePharm is evaluating the court’s order and considering its appellate avenues. IRS Audit On April 6, 2016, the Internal Revenue Service (“IRS”) selected our 2014 Federal Income Tax Return for audit. As a result of the audit, the IRS proposed certain adjustments with respect to the tax reporting of our former executives’ 2014 restricted stock grants. Due to the Company’s current and historical loss position, the proposed adjustments would have no material impact on the Company’s Federal income tax. On October 5, 2016, the IRS commenced an audit of our employment and withholding tax liability for 2014. The IRS contends that the Company inaccurately reported the value of the restricted stock grants and improperly failed to provide for employment taxes and Federal tax withholding on these grants. In addition, the IRS is proposing certain penalties associated with the Company’s filings. On April 4, 2017, the Company received a “30-day letter” from the IRS asserting back taxes and penalties of approximately $5.3 million, of which $4.4 million related to withholding taxes, specifically, income withholding and Social Security taxes, and $0.9 million related to penalties. Additionally, the IRS asserts that the Company owes information reporting penalties of approximately $2.0 million. The Company’s counsel has submitted a formal protest to the IRS disputing on several grounds all of the proposed adjustments and penalties on the Company’s behalf, and the Company has been pursuing this matter vigorously through the IRS appeal process. An Appeals Conference was held with the IRS in Denver, Colorado on July 31, 2019. At the conference, the Company made substantial arguments challenging the IRS’s claims for employment taxes and penalties. On December 16, 2019, a further Appeals Conference was held with the IRS by telephone. At the telephone conference, the Appeals Officer confirmed that he agreed with the Company’s argument that the failure to deposit penalties should be conceded by the IRS. The failure to deposit penalties total about $2 million. Thus, with this concession, the IRS’s claims have been reduced from approximately $7.3 million to about $5.3 million. The remaining issue in dispute in this matter involves the fair market value of restricted stock units in the Company granted to certain former officers (the “Former Officers”) of the Company under Internal Revenue Code § 83. The Company and the IRS disagree as to the value of the restricted stock on the date of the grants, i.e., October 1, 2014. The Company and the IRS have exchanged expert valuation reports on the fair market value of the stock and have had extensive negotiations on this issue. The parties, however, have not been able to reach an agreement with respect to the value of the stock. The IRS has also made parallel claims regarding the restricted stock units against the Former Officers of the Company. The IRS has asserted that the Former Officers received ordinary income from the stock grants, and that they owe additional personal income taxes based on the fair market value of the stock. The Former Officers’ cases, unlike the Company’s case, are pending before the United States Tax Court. In the Tax Court litigation, the Former Officers are challenging the IRS’s determinations regarding the fair market value of the restricted stock grants on October 1, 2014. The Former Officers have separate counsel from the Company. The same IRS Appeals Officer and Revenue Agents assigned to the Company’s case are also involved in the cases for the Former Officers. Throughout the proceedings, the Company has argued to the IRS that it is the Former Officers who are directly and principally liable for the amount of any tax due, and not the Company. The Former Officers cases were scheduled for trial in Tax Court on March 9, 2020. The trial of the cases was continued by the Court on February 4, 2020. The basis for the continuance was that the IRS and the Former Officers had made progress toward a settlement of the valuation issue involving the grants of the restricted stock. The outcome of these settlement negotiations will be relevant to the Company’s case. The Company is closely monitoring the settlement discussions between the IRS and the Former Officers. The Tax Court ordered the Former Officers to file status reports regarding progress of their settlement negotiations with the IRS on or before February 28, 2021. The IRS and the Former Officers filed status reports with the Tax Court on February 26, 2021. After receiving the status reports, the Tax Court issued an order directing the parties to file further status reports on or before July 9, 2021. The Tax Court has not set a trial dates in the cases of the Former Officers. Due to the uncertainty associated with determining our liability for the asserted taxes and penalties, if any, and to our inability to ascertain with any reasonable degree of likelihood, as of the date of this report, the outcome of the IRS appeals process, the Company has not recorded an estimate for its potential liability, if any, associated with these taxes. During the time period of the IRS audit and Appeals Office consideration of the Company’s case, the Company and the IRS signed a series of consents to extend the statutes of limitations for assessment for both the employment tax and corporation income tax of the Corporation for 2014. The Company’s records show that the last consents that the Company signed extended the statutes of limitations for employment tax and corporation income tax for 2014 through and including December 15, 2020. The Company has no record of any consents being signed by the Company and the IRS extending the statutes of limitations beyond December 15, 2020. Based on these facts, the Company believes that the statutes of limitations for assessment of additional employment tax and corporation income tax against the Corporation for 2014 expired on December 15, 2020. The Company does not know whether the IRS agrees with the Corporation’s statements regarding the current status of the statutes of limitations described herein. On August 22, 2018, Richard Estalella filed an action against us and two other defendants in the Colorado District Court for the County of Denver, seeking damages arising out of the IRS’s assertion of tax liability and penalties relating to the 2014 restricted stock grants. We have answered Estalella’s complaint, asserted counterclaims against Estalella for his failure to ensure that all withholding taxes were paid in connection with the 2014 restricted stock grants, and filed cross-claims against two valuation firms named in the action (as well as their principals) for failing to properly value the 2014 restricted stock grants for tax purposes. Trial in the matter has been scheduled for February 7, 2022. There are no amounts accrued related to this matter. The Company will continue to vigorously litigate the matter.

Stockholders' Deficit

Stockholders' Deficit	12 Months Ended
	Dec. 31, 2020
Equity [Abstract]
Stockholders' Deficit	Note 10. Stockholders’ Deficit Common Stock The fair value of all stock issuances is based upon the quoted closing trading price on the date of issuance. Common stock outstanding as of December 31, 2020 and 2019 includes shares legally outstanding even if subject to future vesting. For the year ended December 31, 2020, the Company had the following transactions related to its common stock including restricted stock awards (in thousands, except share and per share data): Transaction Type Quantity (Shares) Valuation Range of Value per Share Stock issued for advertising services 226,722 $ 204 $ 0.90 Restricted stock forfeited by directors (121,850 ) (51 ) 0.42 Total 104,872 $ 153 $ 0.42 to 0.90 For the year ended December 31, 2019, the Company had the following transactions related to its common stock including restricted stock awards (in thousands, except share and per share data): Transaction Type Quantity (Shares) Valuation Range of Value per Share Stock issued for note conversion 16,216,216 $ 18,000 $ 1.11 Stock issued for consulting services 22,222 10 0.45 Stock issued in relation to Biozone settlement 150,000 60 0.40 Restricted stock issued to directors 595,238 250 0.42 Stock issued for advertising services 702,069 632 0.90 Total 17,685,745 $ 18,952 $ 0.40 to 1.11 Warrants For the years ended December 31, 2020 and 2019, the Company did not issue any warrants. Outstanding warrants of 1,289,378 shares that were issued in 2016 with a four-year term, expired in November 2020. Treasury Stock During the years ended December 31, 2020 and 2019, the Company did not repurchase any shares of its common stock and held 875,621 shares in treasury as of December 31, 2020 and 2019.

Stock-Based Compensation

Stock-Based Compensation	12 Months Ended
	Dec. 31, 2020
Share-based Payment Arrangement [Abstract]
Stock-based Compensation	Note 11. Stock-Based Compensation Stock Incentive Plans In 2015, the Board adopted the MusclePharm Corporation 2015 Incentive Compensation Plan (the “2015 Plan”). The 2015 Plan provides for the issuance of incentive stock options, non-qualified stock options, restricted stock, stock appreciation rights, restricted stock units, dividend equivalent rights, and other cash- and stock-based awards to employees, consultants and directors of the Company or its subsidiaries. The 2015 Plan is administered by the Board, unless the Board elects to delegate administration responsibilities to a committee (either of the foregoing, or their authorized delegates, the “plan administrator”), and will continue in effect until terminated. The 2015 Plan may be amended, modified or terminated, subject to stockholder approval to the extent necessary to comply with applicable law or to the extent an amendment increases the number of shares available under the 2015 Plan or permits the extension of the exercise period for an stock option or stock appreciation right beyond ten years from the date of grant, and, with respect to outstanding awards, subject to the consent of the holder thereof if the amendment, modification or termination materially and adversely affects such holder. The total number of shares that may be issued under the 2015 Plan cannot exceed 2,000,000, subject to adjustment in the event of certain changes in the capital structure of the Company. As of December 31, 2020, there were 576,494 remaining shares available for issuance under the 2015 Plan. The plan administrator determines the individuals who are issued awards and the terms and conditions of the awards, including vesting terms and conditions. The plan administrator also determines the methods by which the exercise price of stock options may be paid, which may include a combination of cash or check, shares, a promissory note or other property, and the methods by which shares are delivered. Under the 2015 Plan, in any calendar year, the maximum number of shares with respect to which awards may be granted to any one participant during the year is 350,000 shares, subject to adjustment in the event of specified changes in the capital structure of the Company, and the maximum amount that may be paid in cash during any calendar year with respect to any award is $1.5 million. Restricted Stock The Company’s stock-based compensation for the years ended December 31, 2020 and 2019 consisted primarily of restricted stock awards. The restricted stock awards granted to employees, executives and Board members during the years ended December 31, 2020 and 2019 were as follows: Unvested Restricted Stock Awards Number of Shares Weighted Average Grant Date Fair Value Unvested balance – December 31, 2018 197,500 $ 1.05 Granted 838,942 0.42 Vested (346,310 ) 0.78 Unvested balance – December 31, 2019 690,132 0.42 Granted — — Vested (568,280 ) 0.42 Forfeited (121,852 ) 0.42 Unvested balance – December 31, 2020 — — There were no restricted stock awards granted for the year ended December 31, 2020. The total fair value of restricted stock awards granted to employees, executives and Board members was $0.4 million for the year ended December 31, 2019, respectively. As of December 31, 2020, there was no unrecognized expense for unvested restricted stock awards. Stock Options The Company may grant options to purchase shares of the Company’s common stock to certain employees and directors pursuant to the 2015 Plan. Under the 2015 Plan, all stock options are granted with an exercise price equal to or greater than the fair market value of a share of the Company’s common stock on the date of grant. Vesting is generally determined by the plan administrator under the 2015 Plan. No stock option may be exercisable more than ten years after the date it is granted. In February 2016, the Company issued options to purchase 137,362 shares of its common stock to Mr. Drexler. These stock options were granted with an exercise price of $1.89 per share, a contractual term of 10 years and a grant date fair value of $1.72 per share, or $0.3 million in the aggregate, which was amortized on a straight-line basis over the vesting period of two years. The Company determined the fair value of the stock options using the Black-Scholes model. For the year ended December 31, 2020 and 2019, the Company recorded no stock compensation expense related to stock options. Stock Options Summary Table The following table describes the total options outstanding, granted, exercised, expired and forfeited as of and during the years ended December 31, 2020 and 2019, as well as the total options exercisable as of December 31, 2020. Shares obtained from the exercise of our options are subject to various trading restrictions. Options Pursuant to the 2015 Plan Weighted Average Exercise Price Per Share Weighted Average Fair Value of Options Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Issued and outstanding as of December 31, 2018 171,703 $ 1.89 $ 1.72 7.17 $ — Granted — — — — — Exercised — — — — — Forfeited — — — — — Issued and outstanding as of December 31, 2019 171,703 $ 1.89 $ 1.72 6.17 $ — Granted — — — — — Exercised — — — — — Forfeited — — — — — Issued and outstanding as of December 31, 2020 171,703 $ 1.89 $ 1.72 5.13 $ — Exercisable as of December 31, 2020 171,703 $ 1.89 $ 1.72 5.13 $ —

Defined Contribution Plan

Defined Contribution Plan	12 Months Ended
	Dec. 31, 2020
Retirement Benefits [Abstract]
Defined Contribution Plan	Note 12. Defined Contribution Plan The Company established a 401(k) Plan (the “401(k) Plan”) for eligible employees of the Company. Generally, all employees of the Company who are at least twenty-one years of age and who have completed six months of service are eligible to participate in the 401(k) Plan. The 401(k) Plan is a defined contribution plan that provides that participants may make voluntary salary deferral contributions, on a pretax basis, in the form of voluntary payroll deductions. The Company may make discretionary matching contributions. For each of the years ended December 31, 2020 and 2019, the Company’s matching contribution were $87,000 and $80,000, respectively.

Net Income (Loss) Per Share

Net Income (Loss) Per Share	12 Months Ended
	Dec. 31, 2020
Earnings Per Share [Abstract]
Net Income (loss) Per Share	Note 13. Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock outstanding during each period. The following table sets forth the computation of the Company’s basic and diluted net loss per share for the years presented (in thousands, except share and per share data): For the Years Ended December 31, 2020 2019 Net income (loss) $ 3,185 $ (18,927 ) Weighted average common shares used in computing net income (loss) per share, basic 32,812,462 20,475,313 Potentially diluted securities 8,359,999 — Weighted average common shares used in computing net income (loss) per share, diluted 41,172,461 20,475,313 Net income (loss) per share, basic $ 0.10 $ (0.92 ) Net income (loss) per share, diluted $ 0.08 $ (0.92 ) Diluted net income (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. The Company uses the treasury stock method to determine whether there is a dilutive effect of outstanding potentially dilutive securities, and the if-converted method to assess the dilutive effect of the convertible notes. The Company reported a net income for the year ended December 31, 2020. The weighted average shares of 8,359,999, which represented potentially dilutive securities related to Mr. Drexler’s convertible notes outstanding in 2020, were included in the computations for the diluted net income per share for the year ended December 31, 2020. The following securities were excluded from the computations of the diluted net income (loss) per share, as the effect of the securities would be anti-dilutive: As of December 31, 2020 2019 Stock options 171,703 171,703 Warrants — 1,289,378 Unvested restricted stock — 690,132 Convertible notes — 931,974 Total common stock equivalents 171,703 3,083,187

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Note 14. Income Taxes The components of income (loss) before provision for income taxes for the years ended December 31, 2020 and 2019 are as follows (in thousands): For the Years Ended December 31, 2020 2019 Domestic $ 3,160 $ (18,831 ) Foreign 6 (10 ) Income (loss) before provision for income taxes $ 3,166 $ (18,841 ) Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due. Deferred taxes relate to differences between the basis of assets and liabilities for financial and income tax reporting which will be either taxable or deductible when the assets or liabilities are recovered or settled. The Company has federal net operating loss carryforwards of $42 million and $114.2 million as of December 31, 2020 and 2019, respectively, of which $19 million will expire between 2031 and 2038 and $23 million can be carried forward indefinitely. The Company has estimated state net operating loss carryforwards of $32 million and $83.1 million as of December 31, 2020 and 2019, respectively, most of which will expire between 2026 and 2040. Utilization of the Company’s federal and certain state net operating losses is subject to limitation due to the ownership change limitations provided by the Internal Revenue Code Sec. 382 and similar state provisions. Such an annual limitation results in the expiration of the net operating loss carryforwards before utilization. The Company believes that utilization of its federal and certain state net operating losses is substantially limited as a result of the conversion of Mr. Drexler’s convertible note in September 2019. Accordingly, for financial reporting purposes, the Company has recorded a significant decrease in the federal and net operating loss carryforwards for the year ended December 31, 2020. The valuation allowance as of December 31, 2020 was $13.6 million. The net change in valuation allowance for the year ended December 31, 2020 was a decrease of $18.7 million. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2020 and 2019. The effects of temporary differences that gave rise to significant portions of deferred tax assets as of December 31, 2020 and 2019, are as follows (in thousands): As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 10,656 $ 28,505 Stock compensation 290 — Other 2,606 3,784 Gross deferred tax assets 13,552 32,289 Valuation allowance (13,552 ) (32,289 ) Net deferred tax assets $ — $ — The income tax (benefit) provision for the years ended December 31, 2020 and 2019 included the following (in thousands): For the Years Ended December 31, 2020 2019 Current income tax expense: Federal $ — $ — State (19 ) 54 Foreign 10 32 (9 ) 86 Deferred income tax provision: Federal — — State — — Foreign — — — — (Benefit) provision for income taxes, net $ (9 ) $ 86 The income tax (benefit) provision differs from those computed using the statutory federal tax rate of 21% due to the following (in thousands): For the Years Ended December 31, 2020 2019 Expected provision at statutory federal rate $ 665 $ (3,957 ) State tax — net of federal benefit 18 48 Foreign income/losses taxed at different rates 9 34 Other (38 ) 11 Change in valuation allowance (663 ) 3,950 Income tax (benefit) expense $ (9 ) $ 86 A reconciliation of the beginning and ending amount of unrecognized tax benefits (“UTB’s”) is as follows (in thousands): For the Years Ended December 31, 2020 2019 Gross UTB’s, beginning balance $ 128 $ 39 Reductions for tax positions taken in a prior year (128 ) 89 Gross UTB’s, ending balance $ — $ 128 The Company’s policy is to recognize interest and penalties related to uncertain tax benefits in its provision for income taxes. As of December 31, 2020 and 2019, the Company has not recorded a liability for potential interest or penalties. The Company also does not expect its unrecognized tax benefits to change significantly over the next 12 months. The Company is subject to taxation in the U.S., as well as various state and foreign jurisdictions. As of December 31, 2020, the Company’s statute is open from 2017, 2016 and 2016 forward for federal, state and foreign tax purposes, respectively. However, years prior to 2016 could still be considered open for adjustments to net operating loss carryforwards. On March 27, 2020, President Trump signed into law the CARES Act. Among the changes to the U.S. federal income tax, the CARES Act restored net operating loss carryback rules that were eliminated by 2017 Tax Cuts and Jobs Act, modified the limit on the deduction for net interest expense and accelerated the timeframe for refunds of AMT credits. Based on an analysis of the impact of the CARES Act, the Company has not identified any overall material effect on the 2019 and 2020 tax liabilities.

Segments, Geographical Informat

Segments, Geographical Information	12 Months Ended
	Dec. 31, 2020
Segment Reporting [Abstract]
Segments, Geographical Information	Note 15. Segments, Geographical Information The Company’s chief operating decision maker reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company currently has a single reporting segment and operating unit structure. In addition, substantially all long-lived assets are attributable to operations in the U.S. for both periods presented. Revenue, net by geography is based on the company addresses of the customers. The following table sets forth revenue, net by geographic area (in thousands): For the Years Ended December 31, 2020 2019 Revenue, net: United States $ 46,578 $ 56,976 International 17,862 22,691 Total revenue, net $ 64,440 $ 79,667

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 16. Subsequent Events GAAP requires an entity to disclose events that occur after the balance sheet date but before financial statements are issued or are available to be issued (“subsequent events”) as well as the date through which an entity has evaluated subsequent events. There are two types of subsequent events. The first type consists of events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, (“recognized subsequent events”). The second type consists of events that provide evidence about conditions that did not exist at the date of the balance sheet but arose subsequent to that date (“non-recognized subsequent events”). Recognized Subsequent Events None Unrecognized Subsequent Events

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared using the accrual method of accounting in accordance with GAAP and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The consolidated financial statements include the accounts of MusclePharm Corporation and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been conformed to the current period’s presentation.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts, revenue discounts and allowances, the valuation of inventory and deferred tax assets, the assessment of useful lives, recoverability and valuation of long-lived assets, likelihood and range of possible losses on contingencies, restructuring liabilities, valuations of equity securities and intangible assets, fair value of derivatives, warrants and options, present value of lease liabilities, among others. Actual results could differ from those estimates.
Cash	Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As of December 31, 2020 and 2019, the Company had no cash equivalents and all cash amounts consisted of cash on deposit.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms and are recorded at the invoiced amount, net of any sales discounts and allowance for doubtful accounts, and do not typically bear interest. The Company assesses the collectability of the accounts by taking into consideration the aging of accounts receivable, changes in customer credit worthiness, general market and economic conditions, and historical experience. Bad debt expenses are recorded as part of “Selling, general and administrative” expenses in the consolidated statements of operations. The Company writes off the receivable balance against the allowance when management determines a balance is uncollectible. The Company also reviews its customer discounts and an accrual is made for discounts earned but not yet utilized at each period end. The Company performs ongoing evaluations of its customers’ financial condition and generally does not require collateral. Some international customers are required to pay for their orders in advance of shipment. Accounts receivable consisted of the following as of December 31, 2020 and 2019 (in thousands): As of December 31, 2020 2019 Accounts receivable $ 10,895 $ 8,419 Less: allowance for discounts and returns (2,525 ) (2,901 ) Less: allowance for doubtful accounts (882 ) (711 ) Accounts receivable, net $ 7,488 $ 4,807 The allowance for discounts and returns consisted of the following activity for the years ended December 31, 2020 and 2019 (in thousands): For the Years Ended December 31, 2020 2019 Allowance for discounts and returns, beginning balance $ 2,901 $ 5,574 Charges against revenues 17,703 26,941 Utilization of reserve (18,079 ) (29,614 ) Allowance for discounts and returns, ending balance $ 2,525 $ 2,901
Revenue Recognition	Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. a. Nature of Goods and Services The Company sells a variety of protein products through a broad distribution platform that includes supermarkets, mass merchandisers, wholesale clubs, drugstores, convenience stores, home stores, specialty stores and websites and other e-commerce channels, all of which sell our products to consumers. b. When Performance Obligations are Satisfied For performance obligations related to the shipping and invoicing of products, control transfers at the point in time upon which finished goods are delivered to the Company’s customers or when finished goods are picked up by a customer or a customer’s carrier, depending on shipping terms. Once a product has been delivered or picked up by the customer, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. The Company considers control to have transferred upon delivery or customer receipt because the Company has an enforceable right to payment at that time, the customer has legal title to the asset, the Company has transferred physical possession of the asset, and the customer has significant risk and rewards of ownership of the asset. c. Variable Consideration The Company conducts extensive promotional activities, primarily through the use of off-list discounts, slotting, coupons, cooperative advertising, periodic price reduction arrangements, and end-aisle and other in-store displays. The costs of such activities are netted against sales and are recorded when the related sale takes place. The reserves for sales returns and consumer and trade promotion liabilities are established based on the Company’s best estimate of the amounts necessary to settle future and existing obligations for products sold as of the balance sheet date. To determine the appropriate timing of recognition of consideration payable to a customer, all consideration payable to our customers is reflected in the transaction price at inception and reassessed routinely. d. Practical Expedients The Company expenses incremental direct costs of obtaining a contract (broker commissions) when the related sale takes place, since the amortization period of the commissions paid for the sale of products is less than a year. These costs are recorded in “Selling, general and administrative” expenses in the accompanying consolidated statements of operations. The Company accounts for shipping and handling costs as fulfillment activities which are therefore recognized upon shipment of the goods. Shipping and handling costs related to inbound purchases of raw material and finished goods are included in cost of revenues in our consolidated statements of operations. For the years ended December 31, 2020 and 2019, the Company incurred $1.3 million and $1.2 million, respectively, of inbound shipping and handling costs. Shipping and handling costs related to shipments to our customers is included in “Selling, general and administrative” expense in our consolidated statements of operations. For the years ended December 31, 2020 and 2019, the Company incurred $2.5 million and $3.8 million, respectively, of shipping and handling costs related to shipments to our customers. The Company excludes from its revenue any amounts collected from customers for sales (and similar) taxes. During the years ended December 31, 2020 and 2019, the Company recorded discounts, and to a lesser degree, sales returns, totaling $17.7 million and $26.9 million, respectively, which accounted for 22% and 25% of gross revenue in each period, respectively.
Concentrations	Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The cash balance at times may exceed federally insured limits. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. Significant customers are those that represent more than 10% of the Company’s net revenue or accounts receivable for each period presented. During the year ended December 31, 2020, the Company had three customers who individually accounted for 41%, 17% and 12% of our net revenue, and one customer that accounted for 61% of our accounts receivable, net as of December 31, 2020. During the year ended December 31, 2019, the Company had three customers who individually accounted for approximately 33%, 17% and 13% of our net revenue and one customer that accounted for 35% of our accounts receivable, net as of December 31, 2019. The Company uses a limited number of non-affiliated suppliers for contract manufacturing its products. The Company has quality control and manufacturing agreements in place with its primary manufacturers to ensure consistency in production and quality. The agreements ensure products are manufactured to the Company’s specifications and the contract manufacturers will bear the costs of recalled product due to defective manufacturing. The Company had the following concentration of purchases with contract manufacturers for years ended December 31, 2020 and 2019: For the Years Ended December 31, Vendor 2020 2019 Nutrablend * 22 % S.K. Laboratories 24 % 34 % Mill Haven Foods LLC 25 % * Innovations in Nutrition and Wellness 13 % * * Represents less than 10% of purchases.
Inventory	Inventory Inventory consisted solely of finished goods and raw materials, used to manufacture our products by one of our co-manufacturers as of December 31, 2020 and 2019. The Company records charges for obsolete and slow-moving inventory based on the age of the product as determined by the expiration date or otherwise determined to be obsolete. Products within one year of their expiration dates are considered for write-off purposes. Inventory write-downs, once established, are not reversed as they establish a new cost basis for the inventory. Historically, the Company has had minimal returns with established customers. The Company incurred insignificant inventory write-offs during the years ended December 31, 2020 and 2019.
Prepaid Expenses and Other Current Assets	Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of various payments the Company has made in advance for goods or services to be received in the future. These prepaid expenses include legal retainers, giveaways, print advertising, insurance and service contracts requiring up-front payments.
Property and Equipment	Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed on a straight-line basis over the estimated useful lives of the respective assets or, in the case of leasehold improvements, the remaining lease term, if shorter. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are removed, and the resulting gains or losses are recorded in the statements of operations. Repairs and maintenance costs are expensed as incurred. The estimated useful lives of the property and equipment are as follows: Property and Equipment Estimated Useful Life Furniture, fixtures and equipment 3 - 7 years Manufacturing and lab equipment 3 - 5 years Vehicles 3 - 5 years
Intangible Assets	Intangible Assets Acquired intangible assets are recorded at estimated fair value, net of accumulated amortization, and costs incurred in obtaining certain trademarks are capitalized, and are amortized over their related useful lives, using a straight-line basis consistent with the underlying expected future cash flows related to the specific intangible asset. Costs to renew or extend the life of intangible assets are capitalized and amortized over the remaining useful life of the asset. Amortization expenses are included as a component of “Selling, general and administrative” expenses in the consolidated statements of operations. The estimated useful life of the intangible assets is 7 years.
Impairment of Long-lived Assets	Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted future cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset’s carrying value and estimated fair value. There were no impairments for the years ended December 31, 2020 and 2019.
Fair Value	Fair Value GAAP defines fair value as the exchange price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures its financial assets and liabilities at fair value at each reporting period using an estimated fair value hierarchy which requires the Company to use observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: ● Level 1 — Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities; ● Level 2 — Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments; and ● Level 3 — Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. These inputs are based on our own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Leases	Leases A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified assets for a period of time in exchange for consideration. An entity controls the use when it has a right to obtain substantially all of the benefits from the use of the identified asset and has the right to direct the use of the asset. The Company determines if an arrangement is a lease at contract inception. For all classes of underlying assets, the Company includes both the lease and non-lease components as a single component and accounts for it as a lease. Lease liabilities are recognized based on the present value of the lease payments over the lease term at the commencement date. MusclePharm calculates and uses the rate implicit in the lease if the information is readily available, or if not available, the Company uses its incremental borrowing rate in determining the present value of lease payments. Lease right-of-use (“ROU”) assets are based on the lease liability, subject to adjustments, such as lease incentives. The ROU assets also include any lease payments made at or before the commencement date. MusclePharm excludes variable lease payments in measuring lease assets and lease liabilities, other than those that depend on an index or a rate or are in substance fixed payments. MusclePharm’s lease terms include options to extend or terminate the lease when it is reasonably certain that such options will be exercised. Operating leases are included in “Operating lease right-of-use assets,” “Operating lease liability, current” and “Operating lease liability, long-term” on the consolidated balance sheets. Finance leases are included in “Property and equipment, net,” “Accrued and other liabilities” and “Other long-term liabilities” on the consolidated balance sheets.
Cost of Revenue	Cost of Revenue Cost of revenue for MusclePharm and its subsidiaries represents costs directly related to the production, manufacturing and freight-in of the Company’s products purchased from third-party manufacturers.
Advertising and Promotion	Advertising and Promotion Our advertising and promotion expenses consist primarily of digital, print and media advertising, athletic endorsements and sponsorships, promotional giveaways, trade show events and various partnering activities with our retail partners, and are expensed as incurred. Some of the contracts provide for contingent payments to endorsers or athletes based upon specific achievement in their sports, such as winning a championship. The Company records expense for these payments if and when the endorser achieves the specific achievement.
Share-based Payments and Stock-based Compensation	Share-Based Payments and Stock-Based Compensation Share-based compensation awards, including stock options and restricted stock awards, are recorded at estimated fair value on the applicable awards’ grant date, based on the estimated number of awards that are expected to vest. The grant date fair value is amortized on a straight-line basis over the time in which the awards are expected to vest, or immediately if no vesting is required. Share-based compensation awards issued to non-employees for services are also recorded at fair value on the grant date. The fair value of restricted stock awards is based on the fair value of the stock underlying the awards on the grant date as there is no exercise price. The fair value of stock options is estimated using the Black-Scholes option-pricing model. The determination of the fair value of each stock award using this option-pricing model is affected by the Company’s assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards and the expected term of the awards based on an analysis of the actual and projected employee stock option exercise behaviors and the contractual term of the awards. Due to the Company’s limited experience with the expected term of options, the simplified method was utilized in determining the expected option term as prescribed in Staff Accounting Bulletin No. 110. The Company recognizes stock-based compensation expense over the requisite service period, which is generally consistent with the vesting of the awards, based on the estimated fair value of all stock-based payments issued to employees and directors that are expected to vest.
Foreign Currency	Foreign Currency The functional currency of the Company’s foreign subsidiaries, MusclePharm Canada, MusclePharm Australia, and MusclePharm Ireland, is the local currency. The assets and liabilities of the foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date. Revenue and expenses are translated at average exchange rates in effect during the year. Equity transactions are translated using historical exchange rates. The resulting translation adjustments are recorded to a separate component of “Accumulated other comprehensive income (loss)” in the consolidated balance sheets and are also included in the consolidated statements of comprehensive income (loss). Foreign currency gains and losses resulting from transactions denominated in a currency other than the functional currency are included in “Interest and other expense, net” in the consolidated statements of operations.
Comprehensive Income (loss)	Comprehensive Income (Loss) Comprehensive income (loss) is composed of two components: net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of stockholders’ deficit and are excluded from the Company’s net income (loss). The Company’s other comprehensive income (loss) is made up of foreign currency translation adjustments. There was no foreign currency translation adjustment for the year ended December 31, 2020.
Segments	Segments Management has determined that it currently operates in one segment. The Company’s chief operating decision maker reviews financial information on a consolidated basis, together with certain operating and performance measures principally to make decisions about how to allocate resources and to measure the Company’s performance.
Income Taxes	Income Taxes Income taxes are accounted for using the asset and liability method. Income tax expense includes the current tax liability from operations and the change in deferred income taxes during the year. Interest income, interest expense and penalties associated with income taxes are reflected in “Income tax expense” on the consolidated statements of income. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating loss and tax credit carry-forwards. 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 required to be established unless management determines that it is more likely than not that we will ultimately realize the tax benefit associated with a deferred tax asset.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In July 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): On August 5, 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) This guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The FASB also specified that an entity should adopt the guidance as of the beginning of its annual fiscal year and is not permitted to adopt the guidance in an interim period.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2020
Summary Of Significant Accounting Policies
Schedule of Accounts Receivable	The Company performs ongoing evaluations of its customers’ financial condition and generally does not require collateral. Some international customers are required to pay for their orders in advance of shipment. Accounts receivable consisted of the following as of December 31, 2020 and 2019 (in thousands): As of December 31, 2020 2019 Accounts receivable $ 10,895 $ 8,419 Less: allowance for discounts and returns (2,525 ) (2,901 ) Less: allowance for doubtful accounts (882 ) (711 ) Accounts receivable, net $ 7,488 $ 4,807
Schedule of Allowance for Discount	The allowance for discounts and returns consisted of the following activity for the years ended December 31, 2020 and 2019 (in thousands): For the Years Ended December 31, 2020 2019 Allowance for discounts and returns, beginning balance $ 2,901 $ 5,574 Charges against revenues 17,703 26,941 Utilization of reserve (18,079 ) (29,614 ) Allowance for discounts and returns, ending balance $ 2,525 $ 2,901
Schedule of Concentration Risk	The Company had the following concentration of purchases with contract manufacturers for years ended December 31, 2020 and 2019: For the Years Ended December 31, Vendor 2020 2019 Nutrablend * 22 % S.K. Laboratories 24 % 34 % Mill Haven Foods LLC 25 % * Innovations in Nutrition and Wellness 13 % *
Schedule of Estimated Useful Lives of Property, Plant, and Equipment	The estimated useful lives of the property and equipment are as follows: Property and Equipment Estimated Useful Life Furniture, fixtures and equipment 3 - 7 years Manufacturing and lab equipment 3 - 5 years Vehicles 3 - 5 years

Balance Sheet Components (Table

Balance Sheet Components (Tables)	12 Months Ended
	Dec. 31, 2020
Balance Sheet Components Tables Abstract
Schedule of Property and Equipment	Property and equipment consisted of the following as of December 31, 2020 and 2019 (in thousands): As of December 31, 2020 2019 Furniture, fixtures and equipment $ 167 $ 2,592 Leasehold improvements — 236 Vehicles 39 39 Displays — 453 Website — 497 Property and equipment, gross 206 3,817 Less: accumulated depreciation and amortization (193 ) (3,601 ) Property and equipment, net $ 13 $ 216
Schedule of Intangible Assets	Intangible assets consisted of the following (in thousands): As of December 31, 2020 Gross Value Accumulated Net Remaining Weighted- Amortized Intangible Assets Brand (apparel rights) $ 2,244 $ (1,888 ) $ 356 1.1 Total intangible assets $ 2,244 $ (1,888 ) $ 356 As of December 31, 2019 Gross Value Accumulated Net Remaining Weighted- Amortized Intangible Assets Brand (apparel rights) $ 2,244 $ (1,568 ) $ 676 2.1 Total intangible assets $ 2,244 $ (1,568 ) $ 676
Schedule of Estimated Future Amortization Expense of Intangible Assets	Intangible assets amortization expense was $0.3 million for each of the years ended December 31, 2020 and 2019, which is included in “Selling, general, and administrative” expense in the accompanying consolidated statements of operations. As of December 31, 2020, the estimated future amortization expense of intangible assets is as follows (in thousands): For the Year Ending December 31, 2021 $ 320 2022 36 Total amortization expense $ 356

Accrued and Other Liabilities (

Accrued and Other Liabilities (Tables)	12 Months Ended
	Dec. 31, 2020
Payables and Accruals [Abstract]
Schedule of Accrued and Other Liabilities	As of December 31, 2020 and 2019, the Company’s accrued and other liabilities consisted of the following (in thousands): As of December 31, 2020 2019 Accrued professional fees $ 242 $ 378 Accrued interest 644 803 Accrued payroll and bonus 738 495 Settlements – short term (Nutrablend and 4Excelsior) 2,005 — Accrued expenses – ThermoLife 1,364 1,364 Accrued and other short-term liabilities 1,201 1,765 Accrued and other liabilities $ 6,194 $ 4,805

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2020
Leases [Abstract]
Schedule of Supplemental Balance Sheet Information	Supplemental balance sheet information related to leases was as follows (in thousands): Assets Balance Sheet Classification December 31, 2020 December 31, 2019 Operating ROU assets, net $ 474 $ 1,175 Finance Property and equipment, net — 57 Total Assets 474 1,232 Liabilities Current liabilities: Operating Operating lease liability - current $ 381 $ 624 Finance Current accrued liability — 54 Total current liabilities 381 678 Non-current liabilities: Operating Operating lease liability - long term 343 723 Total non-current liabilities 343 723 Total lease liabilities $ 724 $ 1,401
Schedule of Components of Lease Cost for Operating and Finance Leases	The components of lease cost for operating and finance leases for the year ended December 31, 2020 were as follows (in thousands): Income Statement Classification Year Ended December 31, 2020 Year Ended December 31, 2019 Operating lease cost Selling, general and administrative $ 718 $ 1,041 Finance lease cost: Amortization of right-of-use asset Selling, general and administrative 61 119 Interest on lease liabilities Selling, general and administrative 1 6 Total finance lease cost 62 125 Variable lease payments Selling, general and administrative 318 219 Sublease income Other income (315 ) (380 ) Total lease cost $ 783 $ 1,005
Schedule of Supplemental Cash Flow Information	Supplemental cash flow information related to leases was as follows: December 31, 2020 December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities (in thousands): Operating cash flows from operating leases $ 624 $ 770 Operating cash flows from finance leases 1 6 Financing cash flows from finance leases 54 120 The weighted average remaining lease term was as follows: Operating leases (in years) 1.7 2.3 Finance leases (in years) — 0.5 The weighted average discount rate was as follows: Operating leases 18 % 18 % Finance leases 5 % 5 %
Schedule of Maturities of Lease Liabilities	The maturities of lease liabilities at December 31, 2020 were as follows (in thousands): Operating Lease 2021 $ 481 2022 369 Thereafter — Total future undiscounted lease payments 850 Less amounts representing interest (126 ) Present value of lease liabilities $ 724

Interest and Other Expense, N_2

Interest and Other Expense, Net (Tables)	12 Months Ended
	Dec. 31, 2020
Other Income and Expenses [Abstract]
Schedule of Interest and Other Expense, Net	For the years ended December 31, 2020 and 2019, “Interest and other expense, net” consisted of the following (in thousands): For the Year Ended December 31, 2020 2019 Interest expense, related party $ (329 ) $ (1,597 ) Interest expense, related party debt discount — (60 ) Interest expense, other 202 (894 ) Interest expense, secured borrowing arrangement (1,366 ) (1,205 ) Foreign currency transaction loss (8 ) (236 ) Other 473 383 Total interest and other expense, net $ (1,028 ) $ (3,609 )

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2020
Debt Disclosure [Abstract]
Schedule of Debt	As of December 31, 2020 and 2019, the Company’s debt consisted of the following (in thousands): As of December 31, 2020 2019 Refinanced convertible note, related party $ 2,872 $ 1,287 Revolving line of credit, related party 743 1,239 Obligations under secured borrowing arrangement 7,098 4,443 Line of credit – inventory financing — 2,965 Notes payable 167 247 Paycheck Protection Program loan 965 — Total debt 11,845 10,181 Less: current portion (10,881 ) (10,130 ) Long term debt $ 965 $ 51

Stockholders' Deficit (Tables)

Stockholders' Deficit (Tables)	12 Months Ended
	Dec. 31, 2020
Equity [Abstract]
Schedule of Common Stock	The fair value of all stock issuances is based upon the quoted closing trading price on the date of issuance. Common stock outstanding as of December 31, 2020 and 2019 includes shares legally outstanding even if subject to future vesting. For the year ended December 31, 2020, the Company had the following transactions related to its common stock including restricted stock awards (in thousands, except share and per share data): Transaction Type Quantity (Shares) Valuation Range of Value per Share Stock issued for advertising services 226,722 $ 204 $ 0.90 Restricted stock forfeited by directors (121,850 ) (51 ) 0.42 Total 104,872 $ 153 $ 0.42 to 0.90 For the year ended December 31, 2019, the Company had the following transactions related to its common stock including restricted stock awards (in thousands, except share and per share data): Transaction Type Quantity (Shares) Valuation Range of Value per Share Stock issued for note conversion 16,216,216 $ 18,000 $ 1.11 Stock issued for consulting services 22,222 10 0.45 Stock issued in relation to Biozone settlement 150,000 60 0.40 Restricted stock issued to directors 595,238 250 0.42 Stock issued for advertising services 702,069 632 0.90 Total 17,685,745 $ 18,952 $ 0.40 to 1.11

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2020
Share-based Payment Arrangement [Abstract]
Schedule of Restricted Stock Awards Granted to Employees, Executives and Board Members	The Company’s stock-based compensation for the years ended December 31, 2020 and 2019 consisted primarily of restricted stock awards. The restricted stock awards granted to employees, executives and Board members during the years ended December 31, 2020 and 2019 were as follows: Unvested Restricted Stock Awards Number of Shares Weighted Average Grant Date Fair Value Unvested balance – December 31, 2018 197,500 $ 1.05 Granted 838,942 0.42 Vested (346,310 ) 0.78 Unvested balance – December 31, 2019 690,132 0.42 Granted — — Vested (568,280 ) 0.42 Forfeited (121,852 ) 0.42 Unvested balance – December 31, 2020 — —
Summary of Stock Options Outstanding, Granted, Exercised, Expired and Forfeited	The following table describes the total options outstanding, granted, exercised, expired and forfeited as of and during the years ended December 31, 2020 and 2019, as well as the total options exercisable as of December 31, 2020. Shares obtained from the exercise of our options are subject to various trading restrictions. Options Pursuant to the 2015 Plan Weighted Average Exercise Price Per Share Weighted Average Fair Value of Options Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Issued and outstanding as of December 31, 2018 171,703 $ 1.89 $ 1.72 7.17 $ — Granted — — — — — Exercised — — — — — Forfeited — — — — — Issued and outstanding as of December 31, 2019 171,703 $ 1.89 $ 1.72 6.17 $ — Granted — — — — — Exercised — — — — — Forfeited — — — — — Issued and outstanding as of December 31, 2020 171,703 $ 1.89 $ 1.72 5.13 $ — Exercisable as of December 31, 2020 171,703 $ 1.89 $ 1.72 5.13 $ —

Net Income (Loss) Per Share (Ta

Net Income (Loss) Per Share (Tables)	12 Months Ended
	Dec. 31, 2020
Earnings Per Share [Abstract]
Schedule of Basic and Diluted Net Income (loss) Per Share	Basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock outstanding during each period. The following table sets forth the computation of the Company’s basic and diluted net loss per share for the years presented (in thousands, except share and per share data): For the Years Ended December 31, 2020 2019 Net income (loss) $ 3,185 $ (18,927 ) Weighted average common shares used in computing net income (loss) per share, basic 32,812,462 20,475,313 Potentially diluted securities 8,359,999 — Weighted average common shares used in computing net income (loss) per share, diluted 41,172,461 20,475,313 Net income (loss) per share, basic $ 0.10 $ (0.92 ) Net income (loss) per share, diluted $ 0.08 $ (0.92 )
Schedule of Outstanding Potentially Dilutive Securities	The following securities were excluded from the computations of the diluted net income (loss) per share, as the effect of the securities would be anti-dilutive: As of December 31, 2020 2019 Stock options 171,703 171,703 Warrants — 1,289,378 Unvested restricted stock — 690,132 Convertible notes — 931,974 Total common stock equivalents 171,703 3,083,187

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of Components of Income (Loss) Before Provision for Income Taxes	The components of income (loss) before provision for income taxes for the years ended December 31, 2020 and 2019 are as follows (in thousands): For the Years Ended December 31, 2020 2019 Domestic $ 3,160 $ (18,831 ) Foreign 6 (10 ) Income (loss) before provision for income taxes $ 3,166 $ (18,841 )
Schedule of Portions of Deferred Tax Assets	The effects of temporary differences that gave rise to significant portions of deferred tax assets as of December 31, 2020 and 2019, are as follows (in thousands): As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 10,656 $ 28,505 Stock compensation 290 — Other 2,606 3,784 Gross deferred tax assets 13,552 32,289 Valuation allowance (13,552 ) (32,289 ) Net deferred tax assets $ — $ —
Schedule of Income Tax (Benefit) Provision	The income tax (benefit) provision for the years ended December 31, 2020 and 2019 included the following (in thousands): For the Years Ended December 31, 2020 2019 Current income tax expense: Federal $ — $ — State (19 ) 54 Foreign 10 32 (9 ) 86 Deferred income tax provision: Federal — — State — — Foreign — — — — (Benefit) provision for income taxes, net $ (9 ) $ 86
Schedule of Income Tax (Benefit) Provision Differs from Those Computed Using the Statutory Federal Tax Rate	The income tax (benefit) provision differs from those computed using the statutory federal tax rate of 21% due to the following (in thousands): For the Years Ended December 31, 2020 2019 Expected provision at statutory federal rate $ 665 $ (3,957 ) State tax — net of federal benefit 18 48 Foreign income/losses taxed at different rates 9 34 Other (38 ) 11 Change in valuation allowance (663 ) 3,950 Income tax (benefit) expense $ (9 ) $ 86
Schedule of Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits	A reconciliation of the beginning and ending amount of unrecognized tax benefits (“UTB’s”) is as follows (in thousands): For the Years Ended December 31, 2020 2019 Gross UTB’s, beginning balance $ 128 $ 39 Reductions for tax positions taken in a prior year (128 ) 89 Gross UTB’s, ending balance $ — $ 128

Segments, Geographical Inform_2

Segments, Geographical Information (Tables)	12 Months Ended
	Dec. 31, 2020
Segment Reporting [Abstract]
Schedule of Revenue, Net by Geographic Area	Revenue, net by geography is based on the company addresses of the customers. The following table sets forth revenue, net by geographic area (in thousands): For the Years Ended December 31, 2020 2019 Revenue, net: United States $ 46,578 $ 56,976 International 17,862 22,691 Total revenue, net $ 64,440 $ 79,667

Description of Business (Detail

Description of Business (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Income	$ 3,185	$ (18,927)
Cash	2,003	1,532
Increase in cash	471	(785)
Net Cash Provided by (Used in) Investing Activities	218	(13)
Net cash provided by (used in) financing activities	1,121	5,742
Net Cash Provided by (Used in) Operating Activities	(868)	(6,524)
Working capital deficit	20,100
Stockholders' deficit	(24,419)	(27,952)	$ (28,195)
Accumulated deficit	$ (192,673)	$ (195,858)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 30, 2019
Cash and Cash Equivalents	$ 2,003	$ 1,532
Sales returns and discounts	$ 17,700		$ 26,900
Sales returns and discounts as a percentage of sales	22.00%		25.00%
Finite-Lived Intangible Asset	7 years
Revenue, Net [Member] | Customers [Member]
Concentration risk, percentage	41.00%	33.00%
Revenue, Net [Member] | Customers One [Member]
Concentration risk, percentage	17.00%	17.00%
Revenue, Net [Member] | Customers Two [Member]
Concentration risk, percentage	12.00%	13.00%
Accounts Receivable [Member] | Customers [Member]
Concentration risk, percentage	61.00%	35.00%
Cost of Revenue [Member]
Shipping and handling costs	$ 1,300	$ 1,200
Selling, General and Administrative Expense [Member]
Shipping and handling costs	$ 2,500	$ 3,800

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Accounts receivable	$ 10,895	$ 8,419
Less: allowance for discounts and returns	(2,525)	(2,901)
Less: allowance for doubtful accounts	(882)	(711)
Accounts receivable, net	$ 7,488	$ 4,807

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of Allowance For Discounts And Returns (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Allowance for discount, beginning	$ 2,901	$ 5,574
Charges against revenues	17,703	26,941
Utilization of reserve	(18,079)	(29,614)
Allowance for discount, ending	$ 2,525	$ 2,901

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Schedule of Concentration Risk (Details) - Vendor [Member] - Cost of Goods and Service Benchmark [Member]	12 Months Ended
	Dec. 31, 2020		Dec. 31, 2019
Nutrablend [Member]
Concentration risk, percentage		[1]	22.00%
S.K. Laboratories [Member]
Concentration risk, percentage	24.00%		34.00%
Mill Haven Foods LLC [Member]
Concentration risk, percentage	25.00%			[1]
Innovations in Nutrition and Wellness [Member]
Concentration risk, percentage	13.00%			[1]
[1]	Represents less than 10% of purchases.

Summary of Significant Accoun_8

Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property, Plant, and Equipment (Details)	12 Months Ended
	Dec. 31, 2020
Furniture, fixtures and equipment [Member] | Maximum [Member]
Property, plant and equipment, estimated useful life	P7Y
Furniture, fixtures and equipment [Member] | Minimum [Member]
Property, plant and equipment, estimated useful life	P3Y
Manufacturing and lab equipment [Member] | Maximum [Member]
Property, plant and equipment, estimated useful life	P5Y
Manufacturing and lab equipment [Member] | Minimum [Member]
Property, plant and equipment, estimated useful life	P3Y
Vehicles [Member] | Maximum [Member]
Property, plant and equipment, estimated useful life	P5Y
Vehicles [Member] | Minimum [Member]
Property, plant and equipment, estimated useful life	P3Y

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Fair Value Disclosures [Abstract]
Cash balances, fair value	$ 2,000	$ 1,500

Balance Sheet Components (Detai

Balance Sheet Components (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Balance Sheet Related Disclosures [Abstract]
Depreciation and amortization	$ 145	$ 339
Write off	2,600
Net book value	45
Amortization of Intangible Assets	$ 320	$ 320

Balance Sheet Components - Sche

Balance Sheet Components - Schedule of Property and equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Property and equipment, gross	$ 206	$ 3,817
Less: accumulated depreciation and amortization	(193)	(3,601)
Property and equipment, net	13	216
Furniture, Fixtures and Equipment [Member]
Property and equipment, gross	167	2,592
Leasehold Improvements [Member]
Property and equipment, gross		236
Vehicles [Member]
Property and equipment, gross	39	39
Displays [Member]
Property and equipment, gross		453
Website [Member]
Property and equipment, gross		$ 497

Balance Sheet Components - Sc_2

Balance Sheet Components - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Gross Value	$ 2,244	$ 2,244
Accumulated Amortization	(1,888)	(1,568)
Net Carrying Value	356	676
Brand (Apparel Rights) [Member]
Gross Value	2,244	2,244
Accumulated Amortization	(1,888)	(1,568)
Net Carrying Value	$ 356	$ 676
Remaining Weighted- Average Useful Lives (years)	1 year 1 month 6 days	2 years 1 month 6 days

Balance Sheet Components - Sc_3

Balance Sheet Components - Schedule of Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Balance Sheet Related Disclosures [Abstract]
2021	$ 320
2022	36
Total amortization expense	$ 356	$ 676

Leases (Details Narrative)

Leases (Details Narrative) - USD ($) $ in Thousands	Jul. 24, 2020	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Lease Expiration Date			Jul. 31, 2020
Operating Lease, Impairment Loss		$ 200	$ 167
Sublease Agreement [Member]
Sublease description	The Company entered into a Sublease Agreement with a third-party cosmetics company, to sublease the office building at Burbank. The sublease commenced on September 15, 2020 and would be in effect through the remainder of the Company's lease term (September 15, 2020 through September 30, 2022). Rent was abated between November 1, 2020 and December 31, 2020 for a total of one and a half months.
Minimum [Member] | Warehouse Facilities and Office Spaces [Member]
Operating lease, term			1 year
Maximum [Member] | Warehouse Facilities and Office Spaces [Member]
Operating lease, term			2 years

Leases - Schedule of Supplement

Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Assets: Operating	$ 474	$ 1,175
Assets: Finance		57
Total Assets	474	1,232
Current liabilities: Operating	381	624
Current liabilities: Finance		54
Total current liabilities	381	678
Non-current liabilities: Operating	343	723
Total non-current liabilities	343	723
Total lease liabilities	$ 724	$ 1,401

Leases - Schedule of Components

Leases - Schedule of Components of Lease Cost for Operating and Finance Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Total lease cost	$ 783	$ 1,005
Selling, General and Administrative Expense [Member]
Operating lease cost	718	1,041
Amortization of ROU asset	61	119
Interest on lease liabilities	1	6
Total finance lease cost	62	125
Variable lease payments	318	219
Other Income [Member]
Sublease income	$ (315)	$ (380)

Leases - Schedule of Suppleme_2

Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating cash flows from operating leases	$ 624	$ 770
Operating cash flows from finance leases	1	6
Financing cash flows from finance leases	$ 54	$ 120
The weighted average remaining lease term : Operating leases (in years)	1 year 8 months 12 days	2 years 3 months 19 days
The weighted average remaining lease term : Finance leases (in years)		6 months
The weighted average discount rate: Operating leases	18.00%	18.00%
The weighted average discount rate: Finance leases	5.00%	5.00%

Leases - Schedule of Maturities

Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 31, 2020USD ($)
Leases [Abstract]
2021	$ 481
2022	369
Operating, Thereafter
Total future undiscounted lease payments	850
Less amounts representing interest	(126)
Present value of lease liabilities	$ 724

Interest and Other Expense, N_3

Interest and Other Expense, Net- Schedule of Interest and Other Expense, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Other Income and Expenses [Abstract]
Interest expense, related party	$ (329)	$ (1,597)
Interest expense, related party debt discount		(60)
Interest expense, other	202	(894)
Interest expense, secured borrowing arrangement	(1,366)	(1,205)
Foreign currency transaction loss	(8)	(236)
Other	473	383
Total interest and other expense, net	$ (1,028)	$ (3,609)

Debt (Details Narrative)

Debt (Details Narrative) - USD ($)

Sep. 25, 2020

Aug. 21, 2020

May 14, 2020

Feb. 27, 2020

Dec. 27, 2019

Oct. 04, 2019

Sep. 16, 2019

Apr. 10, 2019

Apr. 02, 2019

Nov. 03, 2017

Oct. 06, 2017

Sep. 30, 2019

Aug. 21, 2021

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2017

Nov. 29, 2020

Oct. 15, 2020

Feb. 26, 2020

Feb. 24, 2020

Nov. 08, 2017

Jul. 27, 2017

Nov. 08, 2016

Jan. 31, 2016

Dec. 07, 2015

Original principal amount

$ 2,000,000

Common stock, par value

$ 0.001

$ 0.001

Principal, accrued and unpaid interest

$ 3,100,000

Interest expense related to related party

$ 329,000

$ 1,597,000

Debt description

The Company agreed to (i) pay approximately $3.1 million ("Owed Amount") in monthly payments ("Monthly Payments") from September 1, 2020 through June 30, 2023 and (ii) issue monthly purchase orders ("Purchase Orders") at minimum amounts accepted by Nutrablend.

Accrued interest

1,000,000

Prestige [Member]

Aggregate face amount

$ 5,510,000

5,800,000

Proceeds from related party debt

4,410,000

4,640,000

Fees and interest

$ 4,090,000

4,380,000

Loan and Security Agreement [Member]

Maximum borrowing amount

$ 3,000,000

Line of credit, interest rate

1.33%

1.50%

Line of credit borrowing description

The Company may borrow up to 70% of its Inventory Cost or up to 75% of Net Orderly Liquidation Value (each as defined in the Security Agreement), up to a maximum amount of $3.0 million at an interest rate of 1.5% per month, subject to a minimum monthly fee of $22,500.

Minimum monthly fee

$ 22,000

$ 4,000,000

Line of credit interest rate description

The term of the Security Agreement automatically extends in one-year increments, unless earlier terminated pursuant to the terms of the Security Agreement.

Owed crossroads

3,000,000

Repayments of Related Party Debt

3,000,000

Line of credit expiration date

Apr. 1, 2021

Termination Loans

$ 100,000

Loan and Security Agreement [Member] | Minimum [Member]

Maximum borrowing amount

$ 3,000,000

Decrease in Borrowing capacity

$ 4,000,000

Loan and Security Agreement [Member] | Maximum [Member]

Maximum borrowing amount

$ 4,000,000

Decrease in Borrowing capacity

$ 3,000,000

Purchase and Sale Agreement [Member]

Original principal amount

7,100,000

4,400,000

$ 12,500,000

Interest rate

80.00%

Remaining interest rate

20.00%

Purchase and Sale Agreement [Member] | Minimum [Member]

Disount fee interest rate

0.70%

Purchase and Sale Agreement [Member] | Maximum [Member]

Disount fee interest rate

4.00%

Purchase and Sale Agreement [Member] | Prestige [Member]

Maturity date

Apr. 1, 2020

Debt description

Thereafter the agreement shall renew itself automatically for one (1) year periods unless either party receives written notice of cancellation from the other, at minimum, thirty (30 days prior to the expiration date.

2015 and 2016 Convertible Note [Member]

Maturity date

Nov. 8, 2017

Mr. Ryan Drexler [Member] | Collateral Receipt and Security Agreement [Member]

Payments for line of credit

$ 300,000

Mr. Ryan Drexler [Member] | Refinanced Convertible Note [Member]

Maturity date, description

The Company may prepay the 2020 Refinanced Convertible Note by giving Mr. Drexler between 15 and 60 days' notice depending upon the specific circumstances, subject to Mr. Drexler's conversion right.

Principal, accrued and unpaid interest

$ 26,000

Conversion debt description

Mr. Drexler may convert the outstanding principal and accrued interest into shares of the Company's common stock at a conversion price equal to or greater than (i) the closing price per share of the common stock on the last business day immediately preceding November 1, 2020 or (ii) $0.17.

Mr. Ryan Drexler [Member] | Revolving Note [Member]

Maximum borrowing amount

$ 3,000,000

Line of credit, interest rate

12.00%

Board of Directors, Chief Executive Officer and President [Member] | Collateral Receipt and Security Agreement [Member] | Mr. Ryan Drexler [Member]

Original principal amount

$ 252,000

Refinanced Convertible Note [Member]

Interest rate

14.00%

Interest rate description

At the Company's option (as determined by its independent directors), the Company could repay up to one-sixth of any interest payment by either adding such amount to the principal amount of the note or by converting such interest amount into an equivalent amount of the Company's common stock.

Refinanced Convertible Note [Member] | Premium [Member]

Interest rate

105.00%

Refinanced Convertible Note [Member] | 2015 Convertible Note [Member]

Interest rate

10.00%

Refinanced Convertible Note [Member] | Refinancing [Member]

Original principal amount

$ 18,000,000

Interest rate

12.00%

Maturity date, description

Both the principal and the interest under the Refinanced Convertible Note were due on December 31, 2019, unless converted earlier. Mr. Drexler could convert the outstanding principal and accrued interest into shares of the Company's common stock at a conversion price of $1.11 per share at any time.

Conversion price

$ 1.11

Refinanced Convertible Note [Member] | Refinancing [Member] | 2015 Convertible Note [Member]

Original principal amount

$ 6,000,000

Interest rate

8.00%

Refinanced Convertible Note [Member] | Refinancing [Member] | 2016 Convertible Note [Member]

Original principal amount

$ 11,000,000

Interest rate

10.00%

Refinanced Convertible Note [Member] | Refinancing [Member] | 2017 Convertible Note [Member]

Original principal amount

$ 1,000,000

Interest rate

15.00%

Refinanced Convertible Note [Member] | Mr. Ryan Drexler [Member]

Original principal amount

$ 18,000,000

Maturity date

Nov. 8, 2017

Conversion price

$ 1.11

Common stock, par value

$ 0.001

Principal, accrued and unpaid interest

$ 19,300,000

Debt conversion shares

16,216,216

The 2020 Refinanced Convertible Note [Member] | Mr. Ryan Drexler [Member]

Original principal amount

$ 2,871,000

The 2020 Refinanced Convertible Note [Member] | Board of Directors, Chief Executive Officer and President [Member] | Mr. Ryan Drexler [Member]

Original principal amount

$ 2,735,000

Interest rate

12.00%

Convertible Secured Promissory Note [Member] | Mr. Ryan Drexler [Member]

Original principal amount

$ 2,900,000

Interest rate

12.00%

Conversion price

$ 0.23

Convertible Secured Promissory Note [Member] | Payment in Kind (PIK) Note [Member] | Mr. Ryan Drexler [Member]

Principal, accrued and unpaid interest

$ 10,000

Convertible Secured Promissory Note [Member] | Board of Directors, Chief Executive Officer and President [Member] | Mr. Ryan Drexler [Member]

Original principal amount

$ 1,134,000

Secured Revolving Promissory Note [Member] | Board of Directors, Chief Executive Officer and President [Member] | Mr. Ryan Drexler [Member]

Original principal amount

$ 1,348,000

Convertible Note [Member]

Interest expense related to related party

300,000

1,700,000

Interest paid in cash

32,000

$ 8,000,000

Related Party Secured Revolving Promissory Note [Member] | Mr. Ryan Drexler [Member]

Original principal amount

700,000

$ 3,000,000

Interest rate

12.00%

Principal, accrued and unpaid interest

$ 24,000

Paycheck Protection Program [Member] | Harvest Small Business Finance, LLC [Member]

Interest rate

1.00%

Maturity date

May 16, 2022

Debt description

The Note is expected to mature on May 16, 2022. Payments were due by November 16, 2020 (the "Deferment Period") and interest was accrued during the Deferment Period. However, the Flexibility Act, which was signed into law on June 5, 2020, extended the Deferment Period to the date that the forgiven amount is remitted by the United States Small Business Administration ("SBA") to HSBF. The Company is in the process of filling out the forgiveness application form.

Proceeds from debt

$ 964,910,000

Debt - Schedule of Debt (Detail

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
Refinanced convertible note, related party	$ 2,872	$ 1,287
Revolving line of credit, related party	743	1,239
Obligations under secured borrowing arrangement	7,098	4,443
Line of credit - inventory financing		2,965
Notes payable	167	247
Paycheck Protection Program loan	965
Total debt	11,845	10,181
Less: current portion	(10,881)	(10,130)
Long term debt	$ 965	$ 51

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)

Sep. 01, 2021

Feb. 25, 2021

Sep. 25, 2020

Feb. 27, 2020

Dec. 04, 2019

Oct. 31, 2019

Jul. 07, 2019

Mar. 18, 2019

Aug. 21, 2018

Jul. 07, 2018

Jul. 28, 2017

Jul. 07, 2017

Apr. 04, 2017

Oct. 30, 2021

May 31, 2021

Aug. 31, 2021

Feb. 28, 2021

Nov. 30, 2020

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2018

Nov. 16, 2020

Dec. 16, 2019

Accrued expenses

$ 1,800,000

$ 1,600,000

Paid in installment

$ 3,100,000

Remiitted amount

$ 1,500,000

Interest and other expense

1,028,000

$ 3,609,000

Debt instrument, description

The Company agreed to (i) pay approximately $3.1 million ("Owed Amount") in monthly payments ("Monthly Payments") from September 1, 2020 through June 30, 2023 and (ii) issue monthly purchase orders ("Purchase Orders") at minimum amounts accepted by Nutrablend.

Debt instrument, face amount

2,000,000

Other long-term liabilities

5,071,000

228,000

Accrued and other liabilities

6,194,000

4,805,000

Gain on the settlement of the liability

1,687,000

Interest expenses

89,000

89,000

Litigation Settlement, Expense

1,200,000

Attorneys' fees and costs

$ 56,000

Repayment of debt

250,000

Taxes and penalties

$ 5,300,000

Tax withholdings

4,400,000

Penalties expense

900,000

Accrued penalties

2,000,000

Failure to deposit penalties

$ 2,000,000

Claims amount

$ 7,300,000

$ 5,300,000

Three Promissory Notes [Member]

Loan exchange value

$ 18,000,000

ThermoLife [Member]

Loss contingency, damages sought, value

$ 1,600,000

Damage value

900,000

Interest expenses

300,000

Attorneys' fees and costs

$ 400,000

Bond posted value

600,000

Repayment of debt

250,000

Accrued and other liabilities [Member]

Gain on the settlement of the liability

1,200,000

Interest expenses

16,000

Litigation Settlement, Expense

1,100,000

Other long-term liabilities [Member]

Interest expenses

16,000

Litigation Settlement, Expense

2,500,000

Maximum [Member]

Line of credit

3,000,000

Forecast [Member]

Remiitted amount

$ 1,400,000

$ 2,100,000

$ 2,100,000

Forecast [Member] | Minimum [Member]

Remiitted amount

$ 700,000

Subsequent Event [Member]

Remiitted amount

$ 1,800,000

California [Member]

Allegedly unpaid invoices

$ 3,100,000

Settlement Agreement [Member]

Accrued expenses

$ 3,000,000

Payments from advance related party

$ 1,000,000

Paid in installment

$ 1,000,000

$ 1,000,000

Remiitted amount

$ 3,000,000

Interest and other expense

75,000

$ 38,000

Nutrablend Matter [Member]

Paid in installment

300,000

Interest and other expense

66,000

Other long-term liabilities

1,400,000

Accrued and other liabilities

1,000,000

Gain on the settlement of the liability

$ 500

City Football Group Limited [Member] | Sponsorship Agreement [Member]

Loss contingency dispute resolution description

In August 2016, CFG commenced arbitration in the United Kingdom against the Company, seeking approximately $8.3 million for the Company's purported breach of the Sponsorship Agreement.

Loss contingency dispute resolution amount

$ 8,300,000

4Excelsior [Member]

Loss contingency, damages sought, value

$ 7,800,000

Damage value

$ 6,200,000

Settlement payable

$ 4,750,000

Settlement periodic payments beginning January 5, 2021

70,000

Settlement periodic payments thereafter

$ 100,000

Interest Rate, Stated Percentage

18.00%

Mr. Drexler [Member]

Personal guaranty

350,000

Legal fees

$ 12,500

Mr. Drexler [Member] | Subsequent Event [Member]

Penalty expense

$ 1,500

Stockholders' Deficit (Details

Stockholders' Deficit (Details Narrative) - shares	Dec. 31, 2020	Dec. 31, 2019
Equity [Abstract]
Warrants outstanding	1,289,378	1,289,378
Treasury stock	875,621	875,621

Stockholders' Deficit - Schedul

Stockholders' Deficit - Schedule of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Stock issued, valuation	$ 204	$ 642
Issuance of shares for conversion		18,000
Total, valuation		$ 18,000
Biozone Settlement [Member]
Stock issued, quantity		150,000
Stock issued, valuation		$ 60
Range of value per share		$ 0.40
Note Conversion [Member]
Stock issued, quantity		16,216,216
Stock issued, valuation		$ 18,000
Range of value per share		$ 1.11
Common Stock [Member]
Stock issued, quantity	226,722	724,291
Stock issued, valuation	$ 1
Issuance of shares for conversion		$ 16
Issuance of shares for conversion, shares		16,216,216
Total, quantity	104,872	17,685,745
Total, valuation	$ 153	$ 18,952
Common Stock [Member] | Maximum [Member]
Range of value per share	$ 0.90	$ 1.11
Common Stock [Member] | Minimum [Member]
Range of value per share	$ 0.42	$ 0.40
DirectorsMember
Stock issued, quantity		595,238
Stock issued, valuation		$ 250
Restricted stock forfeited, quantity	(121,850)
Restricted stock forfeited, valuation	$ (51)
Range of value per share	$ 0.42	$ 0.42
Advertising Services [Member]
Stock issued, quantity	226,722	702,069
Stock issued, valuation	$ 204	$ 632
Range of value per share	$ 0.90	$ 0.90
Consulting Services [Member]
Stock issued, quantity		22,222
Stock issued, valuation		$ 10
Range of value per share		$ 0.45

Accrued and Other Liabilities -

Accrued and Other Liabilities - Schedule of Accrued And Other Liabilities (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Accrued professional fees	$ 242	$ 378
Accrued interest	644	803
Accrued payroll and bonus	738	495
Settlements - short term (Nutrablend and 4Excelsior)	2,005
Accrued expenses - ThermoLife	1,364	1,364
Accrued and other short-term liabilities	1,201	1,765
Accrued and other liabilities	$ 6,194	$ 4,805

Stock-Based Compensation (Detai

Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Feb. 02, 2016	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Stock option to purchase shares	137,362
Stock options granted with exercise price per share	$ 1.89
Stock option exercisable term		5 years 1 month 16 days
Granted date of fair value	$ 1.72
Share-based compensation arrangement by share-based payment award, options, outstanding, intrinsic value	$ 300
2015 Incentive Compensation Plan [Member]
Number of shares authorized		200,000
Remaining shares issuable		576,494
Share-based compensation arrangement by share-based payment award, maximum number of shares per employee		350,000
Adjustment to cash paid		$ 1,500
2015 Incentive Compensation Plan [Member] | Maximum [Member]
Stock option exercisable term		10 years
Board Members [Member]
Fair value of restricted stock awards granted		$ 400	$ 400

Stock-Based Compensation - Sche

Stock-Based Compensation - Schedule of Restricted Stock Awards Granted to Employees, Executives and Board Members (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement [Abstract]
Number of Shares Unvested, beginning balance	690,132	197,500
Number of Shares Unvested, Granted		838,942
Number of Shares Unvested, Vested	(568,280)	(346,310)
Number of Shares Unvested, Forfeited	(121,852)
Number of Shares Unvested, ending balance		690,132
Weighted Average Grant Date Fair Value Unvested, beginning balance	$ 0.42	$ 1.05
Weighted Average Grant Date Fair Value Unvested, Granted		0.42
Weighted Average Grant Date Fair Value Unvested, Vested	0.42	0.78
Weighted Average Grant Date Fair Value Unvested, Forfeited	0.42
Weighted Average Grant Date Fair Value Unvested, ending balance		$ 0.42

Stock-Based Compensation - Summ

Stock-Based Compensation - Summary of Stock Options Outstanding, Granted, Exercised, Expired and Forfeited (Details) - USD ($) $ / shares in Units, $ in Thousands	Feb. 02, 2016	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement [Abstract]
Options Issued and outstanding, beginning balance		171,703	171,703
Options Granted
Options Exercised	137,362
Options Forfeited
Options Issued and outstanding, ending balance		171,703	171,703
Options Exercisable		171,703
Weighted Average Exercise Price Per Share, Issued and outstanding, beginning balance		$ 1.89	$ 1.89
Weighted Average Exercise Price Per Share, Granted
Weighted Average Exercise Price Per Share, Exercised	$ 1.89
Weighted Average Exercise Price Per Share, Forfeited
Weighted Average Exercise Price Per Share, Issued and outstanding, ending balance		1.89	1.89
Weighted Average Exercise Price Per Share, Exercisable		1.89
Weighted Average Fair Value of Options, Issued and outstanding, beginning balance		1.72	1.72
Weighted Average Fair Value of Options, Issued and outstanding, ending balance		1.72	1.72
Weighted Average Fair Value of Options, Exercisable		$ 1.72	$ 1.72
Weighted Average Remaining Contractual Life (Years), Issued and outstanding, beginning balance			7 years 2 months 1 day
Weighted Average Remaining Contractual Life (Years), Issued and outstanding, ending balance		5 years 1 month 16 days	6 years 2 months 1 day
Weighted Average Remaining Contractual Life (Years), Exercisable		5 years 1 month 16 days
Aggregate Intrinsic Value, Issued and outstanding, beginning balance
Aggregate Intrinsic Value, Granted
Aggregate Intrinsic Value, Exercised
Aggregate Intrinsic Value, Forfeited
Aggregate Intrinsic Value, Issued and outstanding, ending balance	$ 300
Aggregate Intrinsic Value, Exercisable

Defined Contribution Plan (Deta

Defined Contribution Plan (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Retirement Benefits [Abstract]
Defined contribution plan, employer discretionary contribution amount	$ 87,000	$ 80,000

Net Income (Loss) Per Share (De

Net Income (Loss) Per Share (Details Narrative) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share [Abstract]
Potentially diluted securities	8,359,999

Net Income (Loss) Per Share - S

Net Income (Loss) Per Share - Schedule of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share [Abstract]
Net income (loss)	$ 3,185	$ (18,927)
Weighted average common shares used in computing net income (loss) per share, basic	32,812,462	20,475,313
Potentially diluted securities	8,359,999
Weighted average common shares used in computing net income (loss) per share, diluted	41,172,461	20,475,313
Net income (loss) per share, basic	$ 0.10	$ (0.92)
Net income (loss) per share, diluted	$ 0.08	$ (0.92)

Net Income (Loss) Per Share -_2

Net Income (Loss) Per Share - Schedule of Outstanding Potentially Dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Total common stock equivalents	171,703	3,083,187
Stock Options [Member]
Total common stock equivalents	171,703	171,703
Warrants [Member]
Total common stock equivalents		1,289,378
Unvested Restricted Stock [Member]
Total common stock equivalents		690,132
Convertible Notes [Member]
Total common stock equivalents		931,974

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Valuation allowance	$ 13,552	$ 32,289
Valuation allowance, deferred tax asset, increase (decrease), amount	$ 18,700
Statutory federal tax rate	21.00%
Federal [Member]
Net operating loss carryforwards	$ 4,200	114,200
Federal [Member] | Expire Between 2031 And 2038 [Member]
Net operating loss carryforwards	1,900
Federal [Member] | Indefinitely [Member]
Net operating loss carryforwards	2,300
State [Member]
Net operating loss carryforwards	$ 3,200	$ 83,100

Income Taxes - Schedule of Comp

Income Taxes - Schedule of Components of Income (Loss) Before Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Domestic	$ 3,160	$ (18,831)
Foreign	6	(10)
Income (loss) before provision for income taxes	$ 3,166	$ (18,841)

Income Taxes - Schedule of Port

Income Taxes - Schedule of Portions of Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 10,656	$ 28,505
Stock compensation	290
Other	2,606	3,784
Gross deferred tax assets	13,552	32,289
Valuation allowance	(13,552)	(32,289)
Net deferred tax assets

Income Taxes - Schedule of Inco

Income Taxes - Schedule of Income Tax (Benefit) Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Federal
State	(19)	54
Foreign	10	32
Current income tax expense	(9)	86
Federal
State
Foreign
Deferred income tax provision
(Benefit) provision for income taxes, net	$ (19)	$ 86

Income Taxes - Schedule of In_2

Income Taxes - Schedule of Income Tax (Benefit) Provision Differs from Those Computed Using the Statutory Federal Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Expected provision at statutory federal rate	$ 665	$ (3,957)
State tax - net of federal benefit	18	48
Foreign income/losses taxed at different rates	9	34
Other	(38)	11
Change in valuation allowance	(663)	3,950
(Benefit) provision for income taxes, net	$ (19)	$ 86

Income Taxes - Schedule of Rec

Income Taxes - Schedule of Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Gross UTB's, beginning balance	$ 128,000	$ 39,000
Reductions for tax positions taken in a prior year	(128,000)	89,000
Gross UTB's, ending balance		$ 128,000

Segments, Geographical Inform_3

Segments, Geographical Information - Schedule of Revenue, Net by Geographic Area (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Total revenue, net	$ 64,440	$ 79,667
United States [Member]
Total revenue, net	46,578	56,976
International [Member]
Total revenue, net	$ 17,862	$ 22,691