Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41173 | |
Entity Registrant Name | NexGel, Inc. | |
Entity Central Index Key | 0001468929 | |
Entity Tax Identification Number | 26-4042544 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2150 Cabot Blvd West | |
Entity Address, Address Line Two | Suite B | |
Entity Address, City or Town | Langhorne | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19047 | |
City Area Code | (215) | |
Local Phone Number | 702-8550 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,717,629 | |
Common Stock, par value 0.001 [Member] | ||
Title of 12(b) Security | Common Stock, par value $0.001 | |
Trading Symbol | NXGL | |
Security Exchange Name | NASDAQ | |
Warrants to Purchase Common Stock [Member] | ||
Title of 12(b) Security | Warrants to Purchase Common Stock | |
Trading Symbol | NXGLW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 3,266 | $ 1,101 |
Marketable securities | 5,508 | |
Accounts receivable, net | 1,158 | 222 |
Inventory | 1,090 | 502 |
Prepaid expenses and other current assets | 367 | 172 |
Total current assets | 5,881 | 7,505 |
Goodwill | 311 | 311 |
Intangibles, net | 12 | 20 |
Property and equipment, net | 1,737 | 721 |
Operating lease - right of use asset | 1,911 | 1,737 |
Other assets | 95 | 63 |
Total assets | 9,947 | 10,357 |
Current Liabilities: | ||
Accounts payable | 1,073 | 265 |
Accrued expenses and other current liabilities | 152 | 130 |
Deferred revenue | 34 | |
Current portion of note payable | 5 | 15 |
Warrant liability | 146 | 242 |
Operating lease liability, current portion | 233 | 207 |
Total current liabilities | 1,643 | 859 |
Operating lease liability, net of current portion | 1,774 | 1,593 |
Notes payable, net of current portion | 274 | 268 |
Total liabilities | 3,691 | 2,720 |
Commitments and Contingencies (Note 15) | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, par value $0.001 per share, 5,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, par value $0.001 per share, 25,000,000 shares authorized; 5,717,629 and 5,577,916 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 6 | 6 |
Additional paid-in capital | 19,309 | 19,189 |
Accumulated deficit | (13,617) | (11,558) |
Total NexGel stockholders’ equity | 5,698 | 7,637 |
Non-controlling interest in joint venture | 558 | |
Total stockholders’ equity | 6,256 | 7,637 |
Total liabilities and stockholders’ equity | $ 9,947 | $ 10,357 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 5,717,629 | 5,577,916 |
Common stock, shares outstanding | 5,717,629 | 5,577,916 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 1,221 | $ 568 | $ 3,007 | $ 1,524 |
Cost of revenues | 877 | 420 | 2,546 | 1,304 |
Gross profit | 344 | 148 | 461 | 220 |
Operating expenses | ||||
Research and development | 6 | 193 | 90 | 328 |
Selling, general and administrative | 950 | 992 | 2,629 | 2,459 |
Total operating expenses | 956 | 1,185 | 2,719 | 2,787 |
Loss from operations | (612) | (1,037) | (2,258) | (2,567) |
Other income (expense) | ||||
Interest expense | (3) | (242) | (13) | (1,334) |
Interest income | 1 | 3 | ||
Loss on debt extinguishment | (150) | |||
Warrant modification expense | (57) | (57) | ||
Other income | 3 | 2 | ||
Gain on investments | 44 | 5 | 168 | 5 |
Changes in fair value of warrant liability | 18 | 104 | 96 | 3 |
Total other income (expense), net | 60 | (190) | 257 | (1,531) |
Loss before income taxes | (552) | (1,227) | (2,001) | (4,098) |
Income tax expense | ||||
Net loss | (552) | (1,227) | (2,001) | (4,098) |
Less: (Income) loss attributable to non-controlling interest in joint venture | 2 | (58) | ||
Net loss attributable to NexGel stockholders | $ (550) | $ (1,227) | $ (2,059) | $ (4,098) |
Net loss per common share - basic | $ (0.10) | $ (0.22) | $ (0.36) | $ (0.74) |
Net loss per common share - diluted | $ (0.10) | $ (0.22) | $ (0.36) | $ (0.74) |
Weighted average shares used in computing net loss per common share - basic | 5,714,316 | 5,572,234 | 5,654,981 | 5,572,234 |
Weighted average shares used in computing net loss per common share – diluted | 5,714,316 | 5,572,234 | 5,654,981 | 5,572,234 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Noncontrolling Interest [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 6 | $ 18,891 | $ (6,812) | $ 12,085 | |
Balance, shares at Dec. 31, 2021 | 5,572,234 | ||||
Net income (loss) | (1,836) | (1,836) | |||
Stock-based compensation | 55 | 55 | |||
Balance at Mar. 31, 2022 | $ 6 | 18,946 | (8,648) | 10,304 | |
Balance, shares at Mar. 31, 2022 | 5,572,234 | ||||
Balance at Dec. 31, 2021 | $ 6 | 18,891 | (6,812) | 12,085 | |
Balance, shares at Dec. 31, 2021 | 5,572,234 | ||||
Net income (loss) | (4,098) | ||||
Balance at Sep. 30, 2022 | $ 6 | 19,122 | (10,910) | 8,218 | |
Balance, shares at Sep. 30, 2022 | 5,572,234 | ||||
Balance at Mar. 31, 2022 | $ 6 | 18,946 | (8,648) | 10,304 | |
Balance, shares at Mar. 31, 2022 | 5,572,234 | ||||
Restricted stock vesting | 25 | 25 | |||
Net income (loss) | (1,035) | (1,035) | |||
Stock-based compensation | 54 | 54 | |||
Balance at Jun. 30, 2022 | $ 6 | 19,025 | (9,683) | 9,348 | |
Balance, shares at Jun. 30, 2022 | 5,572,234 | ||||
Restricted stock vesting | 42 | 42 | |||
Net income (loss) | (1,227) | (1,227) | |||
Stock-based compensation | 55 | 55 | |||
Balance at Sep. 30, 2022 | $ 6 | 19,122 | (10,910) | 8,218 | |
Balance, shares at Sep. 30, 2022 | 5,572,234 | ||||
Balance at Dec. 31, 2022 | $ 6 | 19,189 | (11,558) | 7,637 | |
Balance, shares at Dec. 31, 2022 | 5,577,916 | ||||
Restricted stock vesting | 24 | 24 | |||
Restricted stock vesting, shares | 5,682 | ||||
Exercise of warrants | |||||
Exercise of stock warrants, shares | 30,430 | ||||
Non-controlling interest in JV | 500 | 500 | |||
Net income (loss) | 7 | (814) | (807) | ||
Balance at Mar. 31, 2023 | $ 6 | 19,213 | 507 | (12,372) | 7,354 |
Balance, shares at Mar. 31, 2023 | 5,614,028 | ||||
Balance at Dec. 31, 2022 | $ 6 | 19,189 | (11,558) | $ 7,637 | |
Balance, shares at Dec. 31, 2022 | 5,577,916 | ||||
Restricted stock vesting, shares | 121,787 | ||||
Net income (loss) | $ (2,001) | ||||
Balance at Sep. 30, 2023 | $ 6 | 19,309 | 558 | (13,617) | 6,256 |
Balance, shares at Sep. 30, 2023 | 5,717,629 | ||||
Balance at Mar. 31, 2023 | $ 6 | 19,213 | 507 | (12,372) | 7,354 |
Balance, shares at Mar. 31, 2023 | 5,614,028 | ||||
Exercise of warrants | |||||
Exercise of stock warrants, shares | 82,036 | ||||
Net income (loss) | 53 | (695) | (642) | ||
Stock-based compensation | 29 | 29 | |||
Balance at Jun. 30, 2023 | $ 6 | 19,242 | 560 | (13,067) | 6,741 |
Balance, shares at Jun. 30, 2023 | 5,696,064 | ||||
Net income (loss) | (2) | (550) | (552) | ||
Stock-based compensation | 67 | 67 | |||
Stock-based compensation, shares | 21,565 | ||||
Balance at Sep. 30, 2023 | $ 6 | $ 19,309 | $ 558 | $ (13,617) | $ 6,256 |
Balance, shares at Sep. 30, 2023 | 5,717,629 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Operating Activities | |||||
Net loss | $ (550) | $ (1,227) | $ (2,059) | $ (4,098) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Income attributable to non-controlling interest in joint venture | 58 | ||||
Depreciation and amortization | 103 | 84 | |||
Changes in ROU asset and operating lease liability | 33 | 29 | |||
Share-based compensation and restricted stock vesting | 120 | 231 | |||
Gain on investment in marketable securities | 168 | (5) | |||
Changes in fair value of warrant liability and warrant modification | (96) | (3) | |||
Amortization of deferred financing costs | 1,325 | ||||
Warrant modification expense | 57 | 57 | |||
Loss on extinguishment of debt | 150 | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (936) | (56) | |||
Inventory | (588) | (108) | |||
Prepaid expenses and other assets | (227) | (162) | |||
Accounts payable | 808 | 104 | |||
Accrued expenses and other current liabilities | (67) | 109 | |||
Deferred revenue | 34 | ||||
Net Cash Used in Operating Activities | (2,649) | (2,343) | |||
Investing Activities | |||||
Proceeds from sales of marketable securities | 5,340 | 1,000 | |||
Investment in marketable securities | (6,980) | ||||
Capital expenditures | (611) | (88) | |||
Net Cash Provided by (Used in) Investing Activities | 4,729 | (6,068) | |||
Financing Activities | |||||
Proceeds from margin line of credit | 89 | ||||
Principle payments of notes payable | (4) | (3,512) | |||
Net Cash Provided by (Used in) Financing Activities | 85 | (3,512) | |||
Net Increase (Decrease) in Cash | 2,165 | (11,923) | |||
Cash – Beginning of period | 1,101 | 13,350 | $ 13,350 | ||
Cash – End of period | $ 3,266 | $ 1,427 | 3,266 | 1,427 | $ 1,101 |
Cash paid during the year for: | |||||
Interest | 7 | ||||
Taxes | |||||
Supplemental Non-cash Investing and Financing activities | |||||
Property and equipment contributed as capital investment to JV | 500 | ||||
ROU asset and operating lease liabilities recognized upon consolidation of JV | $ 334 |
Description of Business, Stock
Description of Business, Stock Split and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business, Stock Split and Basis of Presentation | 1. Description of Business, Stock Split and Basis of Presentation NexGel, Inc. (“NexGel” or the “Company”) manufactures high water content, electron beam cross-linked, aqueous polymer hydrogels, or gels, used for wound care, medical diagnostics, transdermal drug delivery and cosmetics. The Company specializes in custom gels by capitalizing on proprietary manufacturing technologies. NexGel has historically served as a contract manufacturer, supplying our gels to third parties who incorporate them into their own products, and has recently began producing the Company’s own consumer products using our gels focused on proprietary branded products and white label opportunities. Both the Company’s gels and consumer products are manufactured using proprietary and non-proprietary mixing, coating and cross-linking technologies. Together, these technologies enable NexGel to produce gels that can satisfy rigid tolerance specifications with respect to a wide range of physical characteristics (e.g., thickness, water content, adherence, absorption, moisture vapor transmission rate (a measure of the passage of water vapor through a substance) and release rate) while maintaining product integrity. Additionally, the Company has the manufacturing capability to offer broad choices in the selection of liners onto which the gels are coated. Consequently, NexGel and our customers are able to determine tolerances in moisture vapor transmission rate and active ingredient release rates while personalizing color and texture. NexGel was previously known as AquaMed Technologies, Inc. (“AquaMed”) before changing its name to NexGel, Inc. on November 14, 2019. On March 1, 2023, the Company acquired a 50 As a result of this transaction, the Company owns 50 50 Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements and footnotes of NexGel have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not not . Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its consolidated wholly-owned subsidiary, NexGelRx, Inc. and the fifty percent ( 50 |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern As of September 30, 2023, the Company had a cash balance of $ 3.3 2.1 2.6 4.2 Management is exploring new product channel sales in adjacent industries, such as cosmetics, athletic products, and proprietary medical devices. The Company has increased its focus on sales and developing a sales pipeline for potential customers. This customer base expansion will enable us to provide financial stability for the foreseeable future, expand our current processes, and position us for long-term shareholder value creation. We have sufficient capital to maintain as a going concern due to the capital raise that occurred on December 27, 2021. We intend to maintain and attempt to grow our existing contract manufacturing business. We also plan to continue building and developing our catalog of consumer products for sale to branding partners and to use our in-house capabilities to create and test market additional branded products. These products will be target marketed and sold online through social media, television and online marketplaces. Furthermore, the Company plans to develop its own proprietary medical devices and explore drug delivery programs for its technology. Additionally, the Company continues to evaluate strategic initiatives (e.g., acquisitions) and additional capital raises through debt or equity may be necessary to achieve these objectives. We expect to continue incurring losses for the near-term future. Our ability to continue to operate as a going concern in the long-term is dependent upon our ability to manage and grow our current products and to ultimately achieve profitable operations. Management may consider various options to raise capital to fund potential acquisitions through equity or debt offerings. There can be no assurances, however, that management will be able to obtain sufficient additional funds, if needed, or that such funds, if available, will be obtained on terms satisfactory to us. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should we be unable to continue as a going concern. Additionally, it is reasonably possible that estimates made in the condensed consolidated financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, including the recoverability of long-lived assets. |
Significant Accounting Policies
Significant Accounting Policies and Estimates | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies and Estimates | 3. Significant Accounting Policies and Estimates Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates and assumptions include allowances for doubtful accounts, inventory reserves, deferred taxes, share-based compensation and related valuation allowances and fair value of long-lived assets. Actual results could differ from the estimates. Cash Cash is comprised of cash in banks and highly liquid investments, including U.S. treasury bills purchased with an original maturity of three months or less as well as investments in money market funds for which the carrying amount approximates fair value, due to the short maturities of these investments. Marketable Securities The Company classifies its marketable securities as held-to-maturity, which include U.S. treasury bills with original maturities of greater than three months. These securities are carried at fair value with any change in fair value recorded as an unrealized gain (loss) in the consolidated statement of operations of the period in which such change occurs. The Company had the following marketable securities as of September 30, 2023 and December 31, 2022: Schedule of Marketable Securities September 30, December 31, 2023 2022 Marketable Securities United States treasury bills (due February 23, 2023) $ - $ 492 United States treasury bills (due April 27, 2023) - 20 United States treasury bills (due June 15, 2023) - 4,384 United States treasury bills (due July 13, 2023) - 127 United States treasury bills (due August 10, 2023) - 485 Total $ - $ 5,508 Margin Line of Credit We have a brokerage account through which we buy and sell U.S. treasury bills. The provisions of the account allow us to borrow on certain securities held in the account and to purchase additional securities based on the account equity (including cash). Amounts borrowed are collateralized by the securities held in the account and bear interest at a negotiated rate payable monthly. Securities pledged to secure margin balances cannot be specifically identified as a portion of all securities held in a brokerage account are used as collateral. As of September 30, 2023, there was $ 89 3 Accounts Receivable, net Trade accounts receivable are stated at the amount the Company expects to collect and do not bear interest. The Company evaluates the collectability of accounts receivable and records a provision to the allowance for doubtful accounts based on factors including the length of time the receivables are past due, the current business environment and the Company’s historical experience. Provisions to the allowances for doubtful accounts are recorded in selling, general, and administrative expenses. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered. The allowance for doubtful accounts was $ 17 9 Inventory and Cost of Goods Sold Inventory is stated at the lower of cost, the value determined by the first-in, first-out method, or net realizable value. The Company evaluates inventories for excess quantities, obsolescence, and shelf-life expiration. This evaluation includes an analysis of historical sales levels by product, projections of future demand, the risk of technological or competitive obsolescence for products, general market conditions, and a review of the shelf-life expiration dates for products. These factors determine when, and if, the Company adjusts the carrying value of inventory to estimated net realizable value. The Company produces proprietary branded products and white label opportunities in our manufacturing of consumer products. In our contract manufacturing, the Company builds its products based on customer orders and immediately ships the products upon completion of the production process. The balance is made up of raw materials, work-in-progress, and finished goods. Inventory is maintained primarily at the Company’s warehouse and at an Amazon fulfillment center. The “Cost of revenues” line item in the condensed consolidated statements of operations is comprised of the book value of inventory sold to customers during the reporting period. When circumstances dictate that we use net realizable value as the basis for recording inventory, we base our estimates on expected future selling prices less expected disposal costs. Research and Development Our research and development activities focus on new and innovative products designed to support revenue growth. Research and development expenses consist primarily of contracted development and testing efforts associated with development of products. Shipping and Handling Revenue and Expense Shipping and handling revenue and expense are included in our condensed consolidated statements of operations in revenues and cost of revenues, respectively. This is primarily through shipping fees incurred in the Amazon marketplace. Property and Equipment, net Property and equipment is recorded at historical cost, net of accumulated depreciation and amortization. Depreciation is provided over the assets’ useful lives on a straight-line basis. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or lease terms. Repairs and maintenance costs are expensed as incurred. Management periodically assesses the estimated useful life over which assets are depreciated or amortized. If the analysis warrants a change in the estimated useful life of property and equipment, management will reduce the estimated useful life and depreciate or amortize the carrying value prospectively over the shorter remaining useful life. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the period of disposal and the resulting gains and losses are included in the results of operations during the same period. Impairment of Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Goodwill and Intangible Assets In applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially recorded at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December 31, and whenever indicators of impairment exist. The fair value of intangible assets is compared with their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value. The Company performed the annual assessment and concluded it is more likely than not that the fair value exceeds the carrying value and no Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets are recorded at historical cost and is primarily made up of $ 77 63 290 109 Other Assets Other assets are recorded at historical costs, and as of September 30, 2023, and December 31, 2022, the balance is primarily comprised of spare parts for manufacturing equipment. Spare parts are not subject to depreciation until such time that they are placed into service and the part that is being replaced is disposed. Fair Value Measurements The Company utilizes the fair value hierarchy to apply fair value measurements. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair values that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The basis for fair value measurements for each level within the hierarchy is described below: Level 1 Level 2 Level 3 The Company considers the carrying amounts of its financial instruments (cash, accounts receivable and accounts payable, notes payable and convertible notes payable) in the balance sheet to approximate fair value because of the short-term or highly liquid nature of these financial instruments. The following table sets forth the fair value of the Company’s financial assets within the fair value hierarchy: Schedule of Fair Value of Financial Assets Level 1 Level 2 Level 3 Fair Value September 30, 2023 Level 1 Level 2 Level 3 Fair Value Assets Marketable securities: United States treasury bills $ - $ - $ - $ - Total $ - $ - $ - $ - Level 1 Level 2 Level 3 Fair Value December 31, 2022 Level 1 Level 2 Level 3 Fair Value Assets Marketable securities: United States treasury bills $ 5,508 $ - $ - $ 5,508 Total $ 5,508 $ - $ - $ 5,508 Warrant Liability Warrants to purchase common stock were issued in connection with equity financing raises, which occurred during 2019 through 2021. The fair values of the warrants are estimated as of the date of issuance and again at each year end using a Black-Scholes option valuation model. At issuance, the fair values of the warrants are recognized as an equity issuance cost within additional paid-in-capital. Fair value adjustments to the warrant liability are recognized in other income (expense) in the accompanying condensed consolidated statements of operations. Revenue Recognition On January 1, 2018, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers The Company currently recognizes revenue predominately from three types of revenue, contract manufacturing, custom and white label finished goods manufacturing and our branded products. Revenues from manufactured and branded products are recognized at the point where the customer obtains control of the goods and the Company satisfies its performance obligation, which generally is at the time the customer receives the product. The Company’s customers consist of other life sciences companies and Amazon retail customers. Revenues are entirely concentrated in the United States. Payment terms vary by the type and location of customer and may differ by jurisdiction and customer, but payment is generally required in a term ranging from 30 to 60 days from date of shipment. Estimates for product returns, allowances and discounts are recorded as a reduction of revenue and are established at the time of sale. Returns are estimated through a comparison of historical return data and are determined for each product and adjusted for known or expected changes in the marketplace specific to each product, when appropriate. Historically, sales return provisions have not been material. Amounts accrued for sales allowances and discounts are based on estimates of amounts that are expected to be claimed on the related sales and are based on historical data. Payments for allowances and discounts have historically been immaterial. Disaggregated revenue by sales type: Schedule of Disaggregated Revenue by Sales Type 2023 2022 Three months ended September 30, 2023 2022 Contract manufacturing $ 805 $ 277 Custom and white label finished goods manufacturing 5 15 NexGel branded consumer products 356 231 Other 55 45 Total $ 1,221 $ 568 2023 2022 Nine months ended September 30, 2023 2022 Contract manufacturing $ 2,072 $ 736 Custom and white label finished goods manufacturing 10 34 NexGel branded consumer products 850 623 Other 75 131 Total $ 3,007 $ 1,524 As of September 30, 2023, and December 31, 2022, the Company did not have any contract assets or contract liabilities from contracts with customers. As of September, 2023, and December 31, 2022, there were no 34 0 The Company has four distinct lines of business; Contract Manufacturing, Custom & White Label, Consumer Branded Products, and Medical Devices. Contract Manufacturing Customers order rolls of gel (“rollstock”). The rollstock is shipped to our customers, which they package into finished goods. Historically, this has been the Company’s primary source of revenue. Custom & White Label These products often infuse various ingredients into our base gel to develop unique product offerings to satisfy market demand (e.g. aloe infused into the gel for a beauty mask). The rollstock is converted and packaged into salable units. The finished goods are shipped to the customer, who is ultimately responsible for product distribution. Frequently these products started as development deals, in which the customer paid the Company a small fee to develop a specific product. Once completed, the customer places a large order for newly developed product. Consumer Branded Products These products are finished goods marketed and sold directly to the customer by the Company through online and retail channels. The Company is responsible for sales, marketing, and distribution. These products carry the Company’s brand names. Medical Devices Medical Devices are a hybrid business, combining elements of Custom & White Label and Consumer Branded Products. Medical Devices, which are not yet marketed, are expected to be distributed through strategic partnerships. The Company will manufacture and possibly convert/package the device while the strategic partner brings the product to market. Small market Medical Devices could be launched by the Company, but also be offered to a distributor to reach the full scale of the market. Share-based Compensation On August 28, 2019, the Company adopted the 2019 Long-Term Incentive Plan, as amended (the “2019 Plan”). See Note 10 below for further details regarding the 2019 Plan. The 2019 Plan provides certain employees, contractors, and outside directors with share-based compensation in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights and other awards. The fair values of incentive stock option award grants are estimated as of the date of grant using a Black-Scholes option valuation model. Compensation expense is recognized in the statements of operations on a straight-line basis over the requisite service period, which is generally the vesting period required to obtain full vesting. Forfeitures are accounted for when they occur. In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation - Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting Compensation - Stock Compensation Income Taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates. Tax benefits are recognized from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by a tax authority and based upon the technical merits of the tax position. The tax benefit recognized in the condensed consolidated financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. An unrecognized tax benefit, or a portion thereof, is presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. Leases ASC 842, Leases The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities. Segment Reporting The Company operates in one Recently Issued Accounting Standards From time to time, new accounting pronouncements are issued by the FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Leases | 4. Leases The Company has one operating lease for a commercial manufacturing facility and administrative offices located in Langhorne, Pennsylvania that runs through January 2031. There are two options that can extend the lease term for five years each. The exercise of the lease options to renew is solely at the Company’s discretion. The following table presents information about the amount and timing of the liability arising from the Company’s operating lease as of September 30, 2023 ($ in thousands): Schedule of Future Minimum Lease Payments Operating Lease Maturity of Lease Liability Liability 2023 $ 61 2024 245 2025 245 2026 301 2027 315 Thereafter 1,115 Total undiscounted operating lease payments 2,282 Less: Imputed interest (275 ) Present value of operating lease liability $ 2,007 Weighted average remaining lease term 8.3 Weighted average discount rate 3.5 % Total operating lease expense for the nine months ended September 30, 2023, and 2022, was $ 197 155 Supplemental cash flows information related to leases was as follows ($ in thousands): Schedule of Supplemental Cash Flows Information Related to Leases September 30, 2023 Cash paid for amounts included in the measurement of lease liability: Operating cash flows from operating lease $ 197 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | 5. Inventory Inventory consists of the following ($ in thousands): Schedule of Inventory September 30, December 31, 2023 2022 Raw materials $ 762 $ 295 Work-in-progress 15 51 Finished goods 313 156 Inventory, gross 1,090 502 Less: Inventory reserve for excess and slow moving inventory — — Total $ 1,090 $ 502 Inventory is maintained at the Company’s warehouse, an outsourced third-party contract manufacturing vendor, and at Amazon fulfillment centers. The Company builds its contract manufacturing products based on customer orders and immediately ships the products upon completion of the production process. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment consist of the following ($ in thousands): Schedule of Property and Equipment Useful Life September 30, December 31, (Years) 2023 2022 Machinery and equipment 3 10 $ 1,566 $ 973 Office furniture and equipment 3 10 139 59 Leasehold improvements 6 391 228 Construction in progress N/A 330 55 Total property and equipment 2,426 1,315 Less: accumulated depreciation and amortization (689 ) (594 ) Property and equipment, net $ 1,737 $ 721 Depreciation expense for the nine months ended September 30, 2023, and 2022 was $ 95 74 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets The following provides a breakdown of identifiable intangible assets as of September 30, 2023 and December 31, 2022 ($ in thousands): Schedule of Breakdown of Identifiable Intangible Assets September 30, December 31, 2023 2022 Product/Technology Related Identifiable intangible assets, gross $ 31 $ 31 Accumulated amortization (31 ) (26 ) Product/Technology Related identifiable intangible assets, net - 5 Marketing Related Customer related intangible asset, gross 17 17 Tradename related intangible asset, gross 7 7 Accumulated amortization (12 ) (9 ) Marketing related identifiable intangible assets, net 12 15 Total Identifiable intangible assets, net $ 12 $ 20 In connection with the May 29, 2020, acquisition of Sports Defense, the Company identified intangible assets of $ 55 5.7 8 10 As of September 30, 2023, the estimated annual amortization expense for each of the next five fiscal years is as follows: Schedule of Estimated Annual Amortization Expense ($ in thousands): 2023 $ 1 2024 2 2025 2 2026 2 2027 2 Thereafter 3 Total $ 12 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following ($ in thousands): Schedule of Accrued Expenses and Other Current Liabilities September 30, December 31, 2023 2022 Salaries, benefits, and incentive compensation $ 37 $ 56 Franchise tax accrual - 52 Margin line of credit 89 - Other 26 22 Total accrued expenses and other current liabilities $ 152 $ 130 |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Common Stock | 9. Common Stock At September 30, 2023, the Company has reserved common stock for issued securities in relation to the following: Schedule of Reserved Common Stock For Issued Securities in Relation Share-based compensation plan 528,182 Warrants to purchase common stock 3,442,904 Restricted stock units 121,787 |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | 10. Share-based Compensation The 2019 Plan provides for the granting of incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights (“SARs”), restricted stock units, performance awards, dividend equivalent rights and other awards, which may be granted singly, in combination, or in tandem, and which may be paid in cash, shares of common stock of the Company or a combination of cash and shares of common stock of the Company up to an amount of 871,429 14,286 Incentive stock options On March 8, 2023, the Company granted a contractor an option to purchase up to 17,532 2.00 On August 17, 2023, the Company granted options to purchase up to 90,000 2.05 The following table contains information about the 2019 Plan as of September 30, 2023: Schedule of Information about Incentive Plan Awards Awards Awards Reserved for Issuance Issued & Outstanding Awards Exercised Available for Grant 2019 Plan (1) 871,429 689,783 19,683 161,963 Awards granted outside of the 2019 Plan (2) - 48,401 29,880 - (1) Includes incentive stock options and restricted stock units discussed below. (2) Includes shares of restricted common stock granted outside of the 2019 Plan to our Chief Executive Officer, Adam Levy. The following table summarizes the Company’s incentive stock option activity and related information for the period ended September 30, 2023: Schedule of Incentive Stock Option Activity Weighted Weighted Average Average Contractual Number of Exercise Term in Options Price Years Outstanding at January 1, 2023 524,937 $ 2.351416 8.38 Granted 117,532 2.06041 10.0 Exercised (10,000 ) 1.75 — Forfeited — — — Cancelled (13,149 ) 2.00 — Expired (4,287 ) 1.40 — Outstanding at September 30, 2023 615,033 $ 2.319728 8.05 Exercisable at September 30, 2023 362,533 $ 1.801861 7.20 As of September 30, 2023, vested outstanding stock options had $ 469 18 36 The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period. The following assumptions were used to calculate share-based compensation expense for the period ended September 30, 2023: Schedule of Assumptions used in Share-based Compensation Volatility 257.64 258.01 % Risk-free interest rate 4.21 4.42 % Dividend yield 0.0 % Expected term 5 5.50 The Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Accordingly, the Company has elected to use the “simplified method” to estimate the expected term of its share-based awards. The simplified method computes the expected term as the sum of the award’s vesting term plus the original contractual term divided by two. Based on the lack of historical data of volatility for the Company’s common stock, the Company based its estimate of expected volatility on a weighted-average of the historical volatility of comparable public companies that manufacture similar products and are similar in size, stage of life cycle, and financial leverage. Restrictive Stock Awards Effective as of August 1, 2022, the Company granted a restricted stock award of 84,750 84,750 1.82 Effective as of January 1, 2022, the Company granted a restricted stock award of 11,364 11,364 4.40 Effective as of January 3, 2023, the Company granted a restricted stock award of 37,037 37,037 1.35 Schedule of Restricted Stock Units Granted Weighted Average Number of Grant Date Units Fair Value Outstanding at January 1, 2023 90,432 $ 1.98211 Granted 37,037 1.35 Exercised and converted to common shares (26,698 ) 2.04313 Forfeited (7,500 ) 1.82 Outstanding at September 30, 2023 93,271 $ 1.72667 Exercisable at September 30, 2023 27,946 $ 1.66430 Compensation expense will be recognized ratably over the total vesting schedule. The Company will periodically adjust the cumulative compensation expense for forfeited awards. As of September 30, 2023, there was $ 99 Stock based compensation and restricted stock vesting of $ 120 231 Warrants The following table shows a summary of common stock warrants through September 30, 2023: Summary of Common Stock Warrants Weighted Weighted Average Average Number of Exercise Contractual Warrants Price Term in Years Outstanding at January 1, 2023 3,637,190 $ 5.16281 3.65 Granted — — — Exercised (112,466 ) 0.55 — Forfeited — — — Cancelled (81,820 ) 0.91 — Expired — — — Outstanding at September 30, 2023 3,442,904 $ 5.414793 3.09 Exercisable at September 30, 2023 3,442,904 $ 5.414793 3.09 As of September 30, 2023, vested outstanding warrants had $ 0 |
Noncontrolling Interest in Join
Noncontrolling Interest in Joint Venture | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Noncontrolling Interest in Joint Venture | 11. Noncontrolling Interest in Joint Venture On March 1, 2023, the Company acquired a 50 50 50 500,000 500,000 The JV is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to the JV that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs. Therefore, we have consolidated the JV. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | 12. Notes Payable Economic Injury Disaster Loan On May 28, 2020, the Company entered into the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. Pursuant to that certain Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL Loan is up to $ 260,500 3.75 1,270 8,000 279 283 The future annual principal amounts and accrued interest to be paid as of September 30, 2023 are as follows: Schedule of Debt Instruments Amount For the year ending December 31 ($ in thousands): 2023 (remainder of the year) $ 2 2024 5 2025 5 2026 5 2027 6 Thereafter 256 Total $ 279 |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 13. Convertible Notes Payable On March 11, 2021, the Company issued Auctus Fund, LLC, a Delaware limited liability company a one-year senior secured convertible promissory note in the principal amount of $ 1.68 180 1.68 On September 2, 2021, the Company issued to certain holders one-year subordinated secured convertible promissory notes in the aggregate principal amount of $ 1,814 194 300 17 133 150 1,478 |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2023 | |
Warrant Liability | |
Warrant Liability | 14. Warrant Liability On September 2, 2021, March 11, 2021, February 3, 2021, December 24, 2020, March 18, 2020, September 10, 2019, and November 6, 2019, the Company issued 22,019 34,286 7,429 7,286 44,286 35,715 114,286 0.49 5.25 The warrants outstanding and fair values at each of the respective valuation dates are summarized below: Schedule of Warrant Liability Warrant Liability Warrants Outstanding Fair Value per Share Fair Value Fair value as of year ended 12/31/2022 265,305 $ 242 Exercise of warrants (194,286 ) (154 ) Change in fair value of warrant liability - 58 Fair value as of period ended 9/30/2023 71,019 $ 146 The warrant liabilities are considered Level 3 liabilities on the fair value hierarchy as the determination of fair value includes various assumptions about of future activities and the Company’s stock prices and historical volatility of Guideline Public Companies as inputs. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Litigation The Company may be subject to legal proceedings and claims that arise in the ordinary course of business. Management is not currently aware of any matters that will have a material effect on the financial position, results of operations, or cash flows of the Company. Service Agreement On March 21, 2023, the Company entered into a Services Agreement with GlaxoSmithKline Consumer Healthcare Holdings (US) LLC (“Haleon”) to supply material for a consumer product to be developed and released in the future. There can be no guaranty that a consumer product will be released or, if released, that it will be successful. GlaxoSmithKline Consumer Healthcare Holdings (US) LLC is a Haleon group company. |
Concentrations of Risk
Concentrations of Risk | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | 16. Concentrations of Risk The Company’s revenues are concentrated in a small group of customers with some individually having more than 10% of total revenues. Revenues from three customers that exceeded 10% of total revenues for the nine months ended September 30, 2023, were 20 11 10 0 23 0 15 18 13 Revenues from two customers that exceeded 10% of total revenues for the nine months ended September 30, 2022, were 39 27 6 53 17 19 The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities. Cash balances are maintained principally at major U.S. financial institutions and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to regulatory limits. Such cash balances are currently in excess of the FDIC insurance limit of $ 250 Marketable securities are comprised of U.S. treasury bills with original maturities greater than three months. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash, cash equivalents, and marketable securities and performs periodic evaluations of the credit standing of such institutions. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. Related Party Transactions Convertible Promissory Note On September 2, 2021, the Company issued three 150,000 150,000 50,000 Advances Dr. Jerome Zeldis, a member of the Company board of directors, has an outstanding balance due of $ 25,000 40,000 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events Management of the Company has performed a review of events and transactions occurring after the condensed consolidated balance sheet date to determine if there were any such events or transactions requiring adjustment to or disclosure in the accompanying condensed consolidated financial statements and has noted no such events or transactions. |
Significant Accounting Polici_2
Significant Accounting Policies and Estimates (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates and assumptions include allowances for doubtful accounts, inventory reserves, deferred taxes, share-based compensation and related valuation allowances and fair value of long-lived assets. Actual results could differ from the estimates. |
Cash | Cash Cash is comprised of cash in banks and highly liquid investments, including U.S. treasury bills purchased with an original maturity of three months or less as well as investments in money market funds for which the carrying amount approximates fair value, due to the short maturities of these investments. |
Marketable Securities | Marketable Securities The Company classifies its marketable securities as held-to-maturity, which include U.S. treasury bills with original maturities of greater than three months. These securities are carried at fair value with any change in fair value recorded as an unrealized gain (loss) in the consolidated statement of operations of the period in which such change occurs. The Company had the following marketable securities as of September 30, 2023 and December 31, 2022: Schedule of Marketable Securities September 30, December 31, 2023 2022 Marketable Securities United States treasury bills (due February 23, 2023) $ - $ 492 United States treasury bills (due April 27, 2023) - 20 United States treasury bills (due June 15, 2023) - 4,384 United States treasury bills (due July 13, 2023) - 127 United States treasury bills (due August 10, 2023) - 485 Total $ - $ 5,508 |
Margin Line of Credit | Margin Line of Credit We have a brokerage account through which we buy and sell U.S. treasury bills. The provisions of the account allow us to borrow on certain securities held in the account and to purchase additional securities based on the account equity (including cash). Amounts borrowed are collateralized by the securities held in the account and bear interest at a negotiated rate payable monthly. Securities pledged to secure margin balances cannot be specifically identified as a portion of all securities held in a brokerage account are used as collateral. As of September 30, 2023, there was $ 89 3 |
Accounts Receivable, net | Accounts Receivable, net Trade accounts receivable are stated at the amount the Company expects to collect and do not bear interest. The Company evaluates the collectability of accounts receivable and records a provision to the allowance for doubtful accounts based on factors including the length of time the receivables are past due, the current business environment and the Company’s historical experience. Provisions to the allowances for doubtful accounts are recorded in selling, general, and administrative expenses. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered. The allowance for doubtful accounts was $ 17 9 |
Inventory and Cost of Goods Sold | Inventory and Cost of Goods Sold Inventory is stated at the lower of cost, the value determined by the first-in, first-out method, or net realizable value. The Company evaluates inventories for excess quantities, obsolescence, and shelf-life expiration. This evaluation includes an analysis of historical sales levels by product, projections of future demand, the risk of technological or competitive obsolescence for products, general market conditions, and a review of the shelf-life expiration dates for products. These factors determine when, and if, the Company adjusts the carrying value of inventory to estimated net realizable value. The Company produces proprietary branded products and white label opportunities in our manufacturing of consumer products. In our contract manufacturing, the Company builds its products based on customer orders and immediately ships the products upon completion of the production process. The balance is made up of raw materials, work-in-progress, and finished goods. Inventory is maintained primarily at the Company’s warehouse and at an Amazon fulfillment center. The “Cost of revenues” line item in the condensed consolidated statements of operations is comprised of the book value of inventory sold to customers during the reporting period. When circumstances dictate that we use net realizable value as the basis for recording inventory, we base our estimates on expected future selling prices less expected disposal costs. |
Research and Development | Research and Development Our research and development activities focus on new and innovative products designed to support revenue growth. Research and development expenses consist primarily of contracted development and testing efforts associated with development of products. |
Shipping and Handling Revenue and Expense | Shipping and Handling Revenue and Expense Shipping and handling revenue and expense are included in our condensed consolidated statements of operations in revenues and cost of revenues, respectively. This is primarily through shipping fees incurred in the Amazon marketplace. |
Property and Equipment, net | Property and Equipment, net Property and equipment is recorded at historical cost, net of accumulated depreciation and amortization. Depreciation is provided over the assets’ useful lives on a straight-line basis. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or lease terms. Repairs and maintenance costs are expensed as incurred. Management periodically assesses the estimated useful life over which assets are depreciated or amortized. If the analysis warrants a change in the estimated useful life of property and equipment, management will reduce the estimated useful life and depreciate or amortize the carrying value prospectively over the shorter remaining useful life. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the period of disposal and the resulting gains and losses are included in the results of operations during the same period. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets In applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially recorded at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December 31, and whenever indicators of impairment exist. The fair value of intangible assets is compared with their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value. The Company performed the annual assessment and concluded it is more likely than not that the fair value exceeds the carrying value and no |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets are recorded at historical cost and is primarily made up of $ 77 63 290 109 |
Other Assets | Other Assets Other assets are recorded at historical costs, and as of September 30, 2023, and December 31, 2022, the balance is primarily comprised of spare parts for manufacturing equipment. Spare parts are not subject to depreciation until such time that they are placed into service and the part that is being replaced is disposed. |
Fair Value Measurements | Fair Value Measurements The Company utilizes the fair value hierarchy to apply fair value measurements. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair values that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The basis for fair value measurements for each level within the hierarchy is described below: Level 1 Level 2 Level 3 The Company considers the carrying amounts of its financial instruments (cash, accounts receivable and accounts payable, notes payable and convertible notes payable) in the balance sheet to approximate fair value because of the short-term or highly liquid nature of these financial instruments. The following table sets forth the fair value of the Company’s financial assets within the fair value hierarchy: Schedule of Fair Value of Financial Assets Level 1 Level 2 Level 3 Fair Value September 30, 2023 Level 1 Level 2 Level 3 Fair Value Assets Marketable securities: United States treasury bills $ - $ - $ - $ - Total $ - $ - $ - $ - Level 1 Level 2 Level 3 Fair Value December 31, 2022 Level 1 Level 2 Level 3 Fair Value Assets Marketable securities: United States treasury bills $ 5,508 $ - $ - $ 5,508 Total $ 5,508 $ - $ - $ 5,508 |
Warrant Liability | Warrant Liability Warrants to purchase common stock were issued in connection with equity financing raises, which occurred during 2019 through 2021. The fair values of the warrants are estimated as of the date of issuance and again at each year end using a Black-Scholes option valuation model. At issuance, the fair values of the warrants are recognized as an equity issuance cost within additional paid-in-capital. Fair value adjustments to the warrant liability are recognized in other income (expense) in the accompanying condensed consolidated statements of operations. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers The Company currently recognizes revenue predominately from three types of revenue, contract manufacturing, custom and white label finished goods manufacturing and our branded products. Revenues from manufactured and branded products are recognized at the point where the customer obtains control of the goods and the Company satisfies its performance obligation, which generally is at the time the customer receives the product. The Company’s customers consist of other life sciences companies and Amazon retail customers. Revenues are entirely concentrated in the United States. Payment terms vary by the type and location of customer and may differ by jurisdiction and customer, but payment is generally required in a term ranging from 30 to 60 days from date of shipment. Estimates for product returns, allowances and discounts are recorded as a reduction of revenue and are established at the time of sale. Returns are estimated through a comparison of historical return data and are determined for each product and adjusted for known or expected changes in the marketplace specific to each product, when appropriate. Historically, sales return provisions have not been material. Amounts accrued for sales allowances and discounts are based on estimates of amounts that are expected to be claimed on the related sales and are based on historical data. Payments for allowances and discounts have historically been immaterial. Disaggregated revenue by sales type: Schedule of Disaggregated Revenue by Sales Type 2023 2022 Three months ended September 30, 2023 2022 Contract manufacturing $ 805 $ 277 Custom and white label finished goods manufacturing 5 15 NexGel branded consumer products 356 231 Other 55 45 Total $ 1,221 $ 568 2023 2022 Nine months ended September 30, 2023 2022 Contract manufacturing $ 2,072 $ 736 Custom and white label finished goods manufacturing 10 34 NexGel branded consumer products 850 623 Other 75 131 Total $ 3,007 $ 1,524 As of September 30, 2023, and December 31, 2022, the Company did not have any contract assets or contract liabilities from contracts with customers. As of September, 2023, and December 31, 2022, there were no 34 0 The Company has four distinct lines of business; Contract Manufacturing, Custom & White Label, Consumer Branded Products, and Medical Devices. Contract Manufacturing Customers order rolls of gel (“rollstock”). The rollstock is shipped to our customers, which they package into finished goods. Historically, this has been the Company’s primary source of revenue. Custom & White Label These products often infuse various ingredients into our base gel to develop unique product offerings to satisfy market demand (e.g. aloe infused into the gel for a beauty mask). The rollstock is converted and packaged into salable units. The finished goods are shipped to the customer, who is ultimately responsible for product distribution. Frequently these products started as development deals, in which the customer paid the Company a small fee to develop a specific product. Once completed, the customer places a large order for newly developed product. Consumer Branded Products These products are finished goods marketed and sold directly to the customer by the Company through online and retail channels. The Company is responsible for sales, marketing, and distribution. These products carry the Company’s brand names. Medical Devices Medical Devices are a hybrid business, combining elements of Custom & White Label and Consumer Branded Products. Medical Devices, which are not yet marketed, are expected to be distributed through strategic partnerships. The Company will manufacture and possibly convert/package the device while the strategic partner brings the product to market. Small market Medical Devices could be launched by the Company, but also be offered to a distributor to reach the full scale of the market. |
Share-based Compensation | Share-based Compensation On August 28, 2019, the Company adopted the 2019 Long-Term Incentive Plan, as amended (the “2019 Plan”). See Note 10 below for further details regarding the 2019 Plan. The 2019 Plan provides certain employees, contractors, and outside directors with share-based compensation in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights and other awards. The fair values of incentive stock option award grants are estimated as of the date of grant using a Black-Scholes option valuation model. Compensation expense is recognized in the statements of operations on a straight-line basis over the requisite service period, which is generally the vesting period required to obtain full vesting. Forfeitures are accounted for when they occur. In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation - Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting Compensation - Stock Compensation |
Income Taxes | Income Taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates. Tax benefits are recognized from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by a tax authority and based upon the technical merits of the tax position. The tax benefit recognized in the condensed consolidated financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. An unrecognized tax benefit, or a portion thereof, is presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. |
Leases | Leases ASC 842, Leases The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities. |
Segment Reporting | Segment Reporting The Company operates in one |
Recently Issued Accounting Standards | Recently Issued Accounting Standards From time to time, new accounting pronouncements are issued by the FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Significant Accounting Polici_3
Significant Accounting Policies and Estimates (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Marketable Securities | The Company had the following marketable securities as of September 30, 2023 and December 31, 2022: Schedule of Marketable Securities September 30, December 31, 2023 2022 Marketable Securities United States treasury bills (due February 23, 2023) $ - $ 492 United States treasury bills (due April 27, 2023) - 20 United States treasury bills (due June 15, 2023) - 4,384 United States treasury bills (due July 13, 2023) - 127 United States treasury bills (due August 10, 2023) - 485 Total $ - $ 5,508 |
Schedule of Fair Value of Financial Assets | The following table sets forth the fair value of the Company’s financial assets within the fair value hierarchy: Schedule of Fair Value of Financial Assets Level 1 Level 2 Level 3 Fair Value September 30, 2023 Level 1 Level 2 Level 3 Fair Value Assets Marketable securities: United States treasury bills $ - $ - $ - $ - Total $ - $ - $ - $ - Level 1 Level 2 Level 3 Fair Value December 31, 2022 Level 1 Level 2 Level 3 Fair Value Assets Marketable securities: United States treasury bills $ 5,508 $ - $ - $ 5,508 Total $ 5,508 $ - $ - $ 5,508 |
Schedule of Disaggregated Revenue by Sales Type | Disaggregated revenue by sales type: Schedule of Disaggregated Revenue by Sales Type 2023 2022 Three months ended September 30, 2023 2022 Contract manufacturing $ 805 $ 277 Custom and white label finished goods manufacturing 5 15 NexGel branded consumer products 356 231 Other 55 45 Total $ 1,221 $ 568 2023 2022 Nine months ended September 30, 2023 2022 Contract manufacturing $ 2,072 $ 736 Custom and white label finished goods manufacturing 10 34 NexGel branded consumer products 850 623 Other 75 131 Total $ 3,007 $ 1,524 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Schedule of Future Minimum Lease Payments | The following table presents information about the amount and timing of the liability arising from the Company’s operating lease as of September 30, 2023 ($ in thousands): Schedule of Future Minimum Lease Payments Operating Lease Maturity of Lease Liability Liability 2023 $ 61 2024 245 2025 245 2026 301 2027 315 Thereafter 1,115 Total undiscounted operating lease payments 2,282 Less: Imputed interest (275 ) Present value of operating lease liability $ 2,007 Weighted average remaining lease term 8.3 Weighted average discount rate 3.5 % |
Schedule of Supplemental Cash Flows Information Related to Leases | Supplemental cash flows information related to leases was as follows ($ in thousands): Schedule of Supplemental Cash Flows Information Related to Leases September 30, 2023 Cash paid for amounts included in the measurement of lease liability: Operating cash flows from operating lease $ 197 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following ($ in thousands): Schedule of Inventory September 30, December 31, 2023 2022 Raw materials $ 762 $ 295 Work-in-progress 15 51 Finished goods 313 156 Inventory, gross 1,090 502 Less: Inventory reserve for excess and slow moving inventory — — Total $ 1,090 $ 502 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following ($ in thousands): Schedule of Property and Equipment Useful Life September 30, December 31, (Years) 2023 2022 Machinery and equipment 3 10 $ 1,566 $ 973 Office furniture and equipment 3 10 139 59 Leasehold improvements 6 391 228 Construction in progress N/A 330 55 Total property and equipment 2,426 1,315 Less: accumulated depreciation and amortization (689 ) (594 ) Property and equipment, net $ 1,737 $ 721 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Breakdown of Identifiable Intangible Assets | The following provides a breakdown of identifiable intangible assets as of September 30, 2023 and December 31, 2022 ($ in thousands): Schedule of Breakdown of Identifiable Intangible Assets September 30, December 31, 2023 2022 Product/Technology Related Identifiable intangible assets, gross $ 31 $ 31 Accumulated amortization (31 ) (26 ) Product/Technology Related identifiable intangible assets, net - 5 Marketing Related Customer related intangible asset, gross 17 17 Tradename related intangible asset, gross 7 7 Accumulated amortization (12 ) (9 ) Marketing related identifiable intangible assets, net 12 15 Total Identifiable intangible assets, net $ 12 $ 20 |
Schedule of Estimated Annual Amortization Expense | As of September 30, 2023, the estimated annual amortization expense for each of the next five fiscal years is as follows: Schedule of Estimated Annual Amortization Expense ($ in thousands): 2023 $ 1 2024 2 2025 2 2026 2 2027 2 Thereafter 3 Total $ 12 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following ($ in thousands): Schedule of Accrued Expenses and Other Current Liabilities September 30, December 31, 2023 2022 Salaries, benefits, and incentive compensation $ 37 $ 56 Franchise tax accrual - 52 Margin line of credit 89 - Other 26 22 Total accrued expenses and other current liabilities $ 152 $ 130 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Reserved Common Stock For Issued Securities in Relation | At September 30, 2023, the Company has reserved common stock for issued securities in relation to the following: Schedule of Reserved Common Stock For Issued Securities in Relation Share-based compensation plan 528,182 Warrants to purchase common stock 3,442,904 Restricted stock units 121,787 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Information about Incentive Plan | The following table contains information about the 2019 Plan as of September 30, 2023: Schedule of Information about Incentive Plan Awards Awards Awards Reserved for Issuance Issued & Outstanding Awards Exercised Available for Grant 2019 Plan (1) 871,429 689,783 19,683 161,963 Awards granted outside of the 2019 Plan (2) - 48,401 29,880 - (1) Includes incentive stock options and restricted stock units discussed below. (2) Includes shares of restricted common stock granted outside of the 2019 Plan to our Chief Executive Officer, Adam Levy. |
Schedule of Incentive Stock Option Activity | The following table summarizes the Company’s incentive stock option activity and related information for the period ended September 30, 2023: Schedule of Incentive Stock Option Activity Weighted Weighted Average Average Contractual Number of Exercise Term in Options Price Years Outstanding at January 1, 2023 524,937 $ 2.351416 8.38 Granted 117,532 2.06041 10.0 Exercised (10,000 ) 1.75 — Forfeited — — — Cancelled (13,149 ) 2.00 — Expired (4,287 ) 1.40 — Outstanding at September 30, 2023 615,033 $ 2.319728 8.05 Exercisable at September 30, 2023 362,533 $ 1.801861 7.20 |
Schedule of Assumptions used in Share-based Compensation | Schedule of Assumptions used in Share-based Compensation Volatility 257.64 258.01 % Risk-free interest rate 4.21 4.42 % Dividend yield 0.0 % Expected term 5 5.50 |
Schedule of Restricted Stock Units Granted | Schedule of Restricted Stock Units Granted Weighted Average Number of Grant Date Units Fair Value Outstanding at January 1, 2023 90,432 $ 1.98211 Granted 37,037 1.35 Exercised and converted to common shares (26,698 ) 2.04313 Forfeited (7,500 ) 1.82 Outstanding at September 30, 2023 93,271 $ 1.72667 Exercisable at September 30, 2023 27,946 $ 1.66430 |
Summary of Common Stock Warrants | The following table shows a summary of common stock warrants through September 30, 2023: Summary of Common Stock Warrants Weighted Weighted Average Average Number of Exercise Contractual Warrants Price Term in Years Outstanding at January 1, 2023 3,637,190 $ 5.16281 3.65 Granted — — — Exercised (112,466 ) 0.55 — Forfeited — — — Cancelled (81,820 ) 0.91 — Expired — — — Outstanding at September 30, 2023 3,442,904 $ 5.414793 3.09 Exercisable at September 30, 2023 3,442,904 $ 5.414793 3.09 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | The future annual principal amounts and accrued interest to be paid as of September 30, 2023 are as follows: Schedule of Debt Instruments Amount For the year ending December 31 ($ in thousands): 2023 (remainder of the year) $ 2 2024 5 2025 5 2026 5 2027 6 Thereafter 256 Total $ 279 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warrant Liability | |
Schedule of Warrant Liability | The warrants outstanding and fair values at each of the respective valuation dates are summarized below: Schedule of Warrant Liability Warrant Liability Warrants Outstanding Fair Value per Share Fair Value Fair value as of year ended 12/31/2022 265,305 $ 242 Exercise of warrants (194,286 ) (154 ) Change in fair value of warrant liability - 58 Fair value as of period ended 9/30/2023 71,019 $ 146 |
Description of Business, Stoc_2
Description of Business, Stock Split and Basis of Presentation (Details Narrative) | Sep. 30, 2023 | Mar. 01, 2023 |
Joint Venture [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Minority percentage | 50% | 50% |
Joint Venture [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Acquisition percentage | 50% | |
CG Labs [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Acquisition percentage | 50% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Cash | $ 3,266 | $ 3,266 | $ 1,101 | ||
Net loss | 550 | $ 1,227 | 2,059 | $ 4,098 | |
Net cash used in operating activities | 2,649 | $ 2,343 | |||
Working capital | $ 4,200 | $ 4,200 |
Schedule of Marketable Securiti
Schedule of Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total | $ 5,508 | |
US Treasury Securities [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total | 5,508 | |
US Treasury Securities [Member] | Februrary Twenty Three Two Thousand And Twenty Three [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total | 492 | |
US Treasury Securities [Member] | April Twenty Seven Two Thousand And Twenty Three [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total | 20 | |
US Treasury Securities [Member] | June Fifteen Two Thousandand Twenty Three [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total | 4,384 | |
US Treasury Securities [Member] | July Thirteen Two Thousand Twenty Three [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total | 127 | |
US Treasury Securities [Member] | August Ten Two Thousand Twenty Three [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total | $ 485 |
Schedule of Fair Value of Finan
Schedule of Fair Value of Financial Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Total | $ 5,508 | |
US Treasury Securities [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total | 5,508 | |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total | 5,508 | |
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total | 5,508 | |
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total |
Schedule of Disaggregated Reven
Schedule of Disaggregated Revenue by Sales Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Contract manufacturing | $ 805 | $ 277 | $ 2,072 | $ 736 |
Custom and white label finished goods manufacturing | 5 | 15 | 10 | 34 |
NexGel branded consumer products | 356 | 231 | 850 | 623 |
Other | 55 | 45 | 75 | 131 |
Total | $ 1,221 | $ 568 | $ 3,007 | $ 1,524 |
Significant Accounting Polici_4
Significant Accounting Policies and Estimates (Details Narrative) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | |
Accounting Policies [Abstract] | ||
Short-term credit line | $ 89,000 | |
U.S treasury bills | 3,000,000 | |
Allowance for doubtful accounts | 17,000 | 9,000 |
Asset impairment charges | 0 | |
Prepaid insurance | 77,000 | 63,000 |
General prepaid expenses | 290,000 | 109,000 |
Remaining performance obligations | 0 | 0 |
Deferred revenue | $ 34,000 | |
Number of operating segments | Segment | 1 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Leases | |
2023 | $ 61 |
2024 | 245 |
2025 | 245 |
2026 | 301 |
2027 | 315 |
Thereafter | 1,115 |
Total undiscounted operating lease payments | 2,282 |
Less: Imputed interest | (275) |
Present value of operating lease liability | $ 2,007 |
Weighted average remaining lease term | 8 years 3 months 18 days |
Weighted average discount rate | 3.50% |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flows Information Related to Leases (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Leases | |
Operating cash flows from operating lease | $ 197 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases | ||
Operating lease expense | $ 197 | $ 155 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 762 | $ 295 |
Work-in-progress | 15 | 51 |
Finished goods | 313 | 156 |
Inventory, gross | 1,090 | 502 |
Less: Inventory reserve for excess and slow moving inventory | ||
Total | $ 1,090 | $ 502 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,426 | $ 1,315 |
Less: accumulated depreciation and amortization | (689) | (594) |
Property and equipment, net | 1,737 | 721 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,566 | 973 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 3 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 10 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 139 | 59 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 3 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 10 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 6 years | |
Total property and equipment | $ 391 | 228 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 330 | $ 55 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 95 | $ 74 |
Schedule of Breakdown of Identi
Schedule of Breakdown of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 12 | $ 20 |
Technology-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets, gross | 31 | 31 |
Accumulated amortization | (31) | (26) |
Total | 5 | |
Customer-Related Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets, gross | 17 | 17 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets, gross | 7 | 7 |
Marketing-Related Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | (12) | (9) |
Total | $ 12 | $ 15 |
Schedule of Estimated Annual Am
Schedule of Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 1 | |
2024 | 2 | |
2025 | 2 | |
2026 | 2 | |
2027 | 2 | |
Thereafter | 3 | |
Total | $ 12 | $ 20 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - Sport Defense LLC [Member] - Technology Related and Customer Related Intangibles [Member] - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | May 29, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangibles | $ 55 | ||
Expected life | 5 years 8 months 12 days | 5 years 8 months 12 days | |
Amortization expense | $ 8 | $ 10 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Salaries, benefits, and incentive compensation | $ 37 | $ 56 |
Franchise tax accrual | 52 | |
Margin line of credit | 89 | |
Other | 26 | 22 |
Total accrued expenses and other current liabilities | $ 152 | $ 130 |
Schedule of Reserved Common Sto
Schedule of Reserved Common Stock For Issued Securities in Relation (Details) | 9 Months Ended |
Sep. 30, 2023 shares | |
Equity [Abstract] | |
Share-based compensation plan | 528,182 |
Warrants to purchase common Stock | 3,442,904 |
Restricted stock units | 121,787 |
Schedule of Information about I
Schedule of Information about Incentive Plan (Details) | 9 Months Ended | |
Sep. 30, 2023 shares | ||
2019 Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Awards Reserved For Issuance | 871,429 | [1] |
Awards Issued | 689,783 | [1] |
Awards Exercised | 19,683 | [1] |
Awards Available for Grant | 161,963 | [1] |
Awards Granted Outside Of The 2019 Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Awards Reserved For Issuance | [2] | |
Awards Granted Outside Of The 2019 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Awards Issued | 48,401 | [2] |
Awards Exercised | 29,880 | [2] |
Awards Available for Grant | [2] | |
[1]Includes incentive stock options and restricted stock units discussed below.[2]Includes shares of restricted common stock granted outside of the 2019 Plan to our Chief Executive Officer, Adam Levy. |
Schedule of Incentive Stock Opt
Schedule of Incentive Stock Option Activity (Details) - Equity Option [Member] - 2019 Plan [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options, outstanding, beginning balance | shares | 524,937 |
Weighted average exercise price, outstanding beginning balance | $ / shares | $ 2.351416 |
Weighted average remaining contractual term | 8 years 4 months 17 days |
Number of options, granted | shares | 117,532 |
Weighted average exercise price, granted | $ / shares | $ 2.06041 |
Weighted average remaining contractual term, Granted | 10 years |
Number of options, exercised | shares | (10,000) |
Weighted average exercise price, exercised | $ / shares | $ 1.75 |
Number of options, forfeited | shares | |
Weighted average exercise price, forfeited | $ / shares | |
Number of options, cancelled | shares | (13,149) |
Weighted average exercise price, cancelled | $ / shares | $ 2 |
Number of options, expired | shares | (4,287) |
Weighted average exercise price, expired | $ / shares | $ 1.40 |
Number of options, outstanding, ending balance | shares | 615,033 |
Weighted average exercise price, outstanding ending balance | $ / shares | $ 2.319728 |
Weighted average remaining contractual term | 8 years 18 days |
Number of options, exercisable | shares | 362,533 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 1.801861 |
Weighted average remaining contractual term, exercisable | 7 years 2 months 12 days |
Schedule of Assumptions used in
Schedule of Assumptions used in Share-based Compensation (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 257.64% |
Volatility | 258.01% |
Risk-free interest rate | 4.21% |
Risk-free interest rate | 4.42% |
Dividend yield | 0% |
Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term | 5 years |
Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term | 5 years 6 months |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Units Granted (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of units, exercised and converted to common shares | (112,466,000) |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of units outstanding beginning | 90,432 |
Weighted average grant date fair value outstanding beginning | $ / shares | $ 1.98211 |
Number of units, granted | 37,037 |
Weighted average grant date fair value, granted | $ / shares | $ 1.35 |
Number of units, exercised and converted to common shares | (26,698) |
Weighted average grant date fair value, exercised and converted to common shares | $ / shares | $ 2.04313 |
Number of units, forfeited | (7,500) |
Weighted average grant date fair value, forfeited | $ / shares | $ 1.82 |
Number of units outstanding beginning | 93,271 |
Weighted average grant date fair value outstanding ending | $ / shares | $ 1.72667 |
Number of units exercisable | 27,946 |
Weighted average grant date fair value exercisable | $ / shares | $ 1.66430 |
Summary of Common Stock Warrant
Summary of Common Stock Warrants (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of warrants, outstanding beginning balance | shares | 3,637,190 |
Weighted average exercise price, outstanding beginning balance | $ / shares | $ 5.16281 |
Weighted average remaining contractual term | 3 years 7 months 24 days |
Number of warrants, granted | shares | |
Weighted average exercise price, granted | $ / shares | |
Number of warrants, exercised | shares | (112,466,000) |
Weighted average exercise price, exercised | $ / shares | $ 0.55 |
Number of warrants, forfeited | shares | |
Weighted average exercise price, forfeited | $ / shares | |
Number of warrants, cancelled | shares | (81,820,000) |
Weighted average exercise price, cancelled | $ / shares | $ 0.91 |
Number of warrants, expired | shares | |
Weighted average exercise price, expired | $ / shares | |
Number of warrants, outstanding ending balance | shares | 3,442,904 |
Weighted average exercise price, outstanding ending balance | $ / shares | $ 5.414793 |
Weighted average remaining contractual term | 3 years 1 month 2 days |
Number of warrants, exercisable | shares | 3,442,904 |
Weighted average exercise price, exercisable | $ / shares | $ 5.414793 |
Weighted average remaining contractual term, exercisable | 3 years 1 month 2 days |
Share-based Compensation (Detai
Share-based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Aug. 17, 2023 | Jan. 03, 2023 | Oct. 01, 2022 | Aug. 01, 2022 | Jan. 01, 2022 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 08, 2023 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Restricted stock vesting, shares | 121,787 | |||||||||
Unrecognized share based compensation expense | $ 99 | |||||||||
Stock based compensation and restricted stock vesting | 120 | $ 231 | ||||||||
Intrinsic value of vested outstanding warrants | $ 0 | |||||||||
Board Of Directors [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of options, granted | 90,000 | |||||||||
Exercise price of options | $ 2.05 | |||||||||
Officers and Employees [Member | Restricted Stock [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of units, granted | 84,750 | |||||||||
Restricted stock vesting, shares | 84,750 | |||||||||
Share price | $ 1.82 | |||||||||
Chief Executive Officer [Member] | Restricted Stock [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of units, granted | 37,037 | 11,364 | ||||||||
Restricted stock vesting, shares | 37,037 | 11,364 | ||||||||
Share price | $ 1.35 | $ 4.40 | ||||||||
Common Stock [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Restricted stock vesting, shares | 5,682 | |||||||||
2019 Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of options, granted | [1] | 689,783 | ||||||||
2019 Plan [Member] | Equity Option [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of shares granted | 117,532 | |||||||||
Exercise price of options | $ 2.06041 | |||||||||
Intrinsic value | $ 469 | |||||||||
2019 Plan [Member] | Equity Option [Member] | Minimum [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Period of recognition of stock based compensation expense | 18 months | |||||||||
2019 Plan [Member] | Equity Option [Member] | Maximum [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Period of recognition of stock based compensation expense | 36 months | |||||||||
2019 Plan [Member] | Executive Officer [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of shares granted | 14,286 | |||||||||
2019 Plan [Member] | Contractor [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of options, granted | 17,532 | |||||||||
Exercise price of options | $ 2 | |||||||||
2019 Plan [Member] | Common Stock [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of options, granted | 871,429 | |||||||||
[1]Includes incentive stock options and restricted stock units discussed below. |
Noncontrolling Interest in Jo_2
Noncontrolling Interest in Joint Venture (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 01, 2023 | Sep. 30, 2023 | |
Payment to acquire business | $ 500,000 | |
Joint Venture [Member] | ||
Minority percentage | 50% | 50% |
CG Converting And Packaging LLC [Member] | ||
Minority percentage | 50% | |
CG Laboratories Inc [Member] | ||
Minority percentage | 50% | |
CG Laboratories [Member] | ||
Payment to acquire business | $ 500,000 |
Schedule of Debt Instruments (D
Schedule of Debt Instruments (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 (remainder of the year) | $ 2 |
2024 | 5 |
2025 | 5 |
2026 | 5 |
2027 | 6 |
Thereafter | 256 |
Total | $ 279 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
May 28, 2020 | Sep. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Accrued interest | $ 279 | $ 283 | |
Economic Injury Disaster Loan [Member] | |||
Short-Term Debt [Line Items] | |||
Borrowing capacity | $ 260,500 | ||
Interest rate | 3.75% | ||
DebtInstrument periodic payment | $ 1,270 | ||
Loan advance | $ 8,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 02, 2021 | Mar. 11, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 06, 2022 | Mar. 15, 2022 | Jan. 25, 2022 | |
Short-Term Debt [Line Items] | ||||||||||
Principal amount of debt | $ 1,680 | |||||||||
Interest expense | $ 3 | $ 242 | $ 13 | $ 1,334 | ||||||
Gains loss on extinguishment of debt | $ (150) | |||||||||
Secured Convertible Promissory Note [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest expense | $ 194 | |||||||||
Outstanding principal and accrued unpaid interest | $ 300 | |||||||||
Pre payment penalty | 17 | |||||||||
Unamortized debt discount | $ 133 | |||||||||
Gains loss on extinguishment of debt | $ 150 | |||||||||
Secured Convertible Promissory Note [Member] | Private Placement [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Principal amount of debt | $ 1,814 | $ 1,478 | ||||||||
Auctus Note [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Principal amount of debt | $ 1,680 | |||||||||
Debt Instrument, Periodic Payment, Interest | $ 180 |
Schedule of Warrant Liability (
Schedule of Warrant Liability (Details) - USD ($) $ / shares in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Change in fair value of warrant liability | $ (96) | $ (3) |
Warrant [Member] | ||
Warrants outstanding | 265,305 | |
Fair value | $ 242 | |
Number of warrants, exercised | (194,286,000) | |
Exercise of wararnts | $ (154) | |
Change in fair value of warrant liability | ||
Change in fair value of warrant liability | $ 58 | |
Warrants outstanding | 71,019 | |
Fair value | $ 146 |
Warrant Liability (Details Narr
Warrant Liability (Details Narrative) - Private Placement [Member] - $ / shares | Sep. 30, 2023 | Sep. 02, 2021 | Mar. 11, 2021 | Feb. 03, 2021 | Dec. 24, 2020 | Mar. 18, 2020 | Nov. 06, 2019 | Sep. 10, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Warrants outstanding | 22,019 | 34,286 | 7,429 | 7,286 | 44,286 | 114,286 | 35,715 | |
Minimum [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Exercise price | $ 0.49 | |||||||
Maximum [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Exercise price | $ 5.25 |
Concentrations of Risk (Details
Concentrations of Risk (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Concentration Risk [Line Items] | ||
Cash, FDIC insured amount | $ 250 | |
Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 20% | 39% |
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 0% | 6% |
Customer Two [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 11% | 27% |
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 23% | 53% |
Customer Three [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10% | |
Customer Three [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 0% | |
One Other Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 15% | 17% |
Two Other Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 18% | 19% |
Three Other Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 13% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) $ in Thousands | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 15, 2022 USD ($) | Sep. 02, 2021 USD ($) Integer |
Related Party Transaction [Line Items] | ||||
Debt instrument face amount | $ 1,680 | |||
Mr. Stein [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number Of Debt Instruments | Integer | 3 | |||
Debt instrument face amount | $ 150,000 | |||
Mr.Stefansky [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument face amount | 150,000 | |||
Dr.Jerome Zeldis [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument face amount | $ 50,000 | |||
Due from related parties, current | $ 25,000 | $ 40,000 |