Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 10, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
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 Public Float | $ 10,695,605 | ||
Entity Common Stock, Shares Outstanding | 6,227,624 | ||
Documents Incorporated by Reference [Text Block] | Portions of the registrant’s definitive proxy statement relating to its 2024 annual meeting of stockholders (the “2024 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2024 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the year to which this report relates. | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 76 | ||
Auditor Name | Turner, Stone & Company, L.L.P | ||
Auditor Location | Dallas, Texas | ||
Common Stock, par value 0.001 [Member] | |||
Title of 12(b) Security | Common Stock, par value $0.001 | ||
Trading Symbol | NXGL | ||
Security Exchange Name | NASDAQ | ||
Warrants to Purchase Common Stock [Member] | |||
Title of 12(b) Security | Warrants to Purchase Common Stock | ||
Trading Symbol | NXGLW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 2,700 | $ 1,101 |
Marketable securities | 5,508 | |
Accounts receivable, net | 633 | 222 |
Inventory | 1,319 | 502 |
Prepaid expenses and other current assets | 400 | 172 |
Total current assets | 5,052 | 7,505 |
Goodwill | 1,128 | 311 |
Intangibles, net | 326 | 20 |
Property and equipment, net | 1,499 | 721 |
Operating lease - right of use asset | 1,855 | 1,737 |
Other assets | 95 | 63 |
Total assets | 9,955 | 10,357 |
Current Liabilities: | ||
Accounts payable | 1,233 | 265 |
Accrued expenses and other current liabilities | 398 | 130 |
Deferred revenue | 20 | |
Current portion of note payable | 80 | 15 |
Warrant liability | 146 | 242 |
Contingent consideration liability | 439 | |
Operating lease liability, current portion | 233 | 207 |
Total current liabilities | 2,549 | 859 |
Operating lease liability, net of current portion | 1,727 | 1,593 |
Notes payable, net of current portion | 513 | 268 |
Total liabilities | 4,789 | 2,720 |
Commitments and Contingencies (Note 16) | ||
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; 5,741,838 and 5,577,916 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 6 | 6 |
Additional paid-in capital | 19,406 | 19,189 |
Accumulated deficit | (14,715) | (11,558) |
Total NexGel stockholders’ equity | 4,697 | 7,637 |
Non-controlling interest in joint venture | 469 | |
Total stockholders’ equity | 5,166 | 7,637 |
Total liabilities and stockholders’ equity | $ 9,955 | $ 10,357 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 5,741,838 | 5,577,916 |
Common stock, shares outstanding | 5,741,838 | 5,577,916 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues, net | $ 4,089 | $ 2,048 |
Cost of revenues | 3,470 | 1,792 |
Gross profit | 619 | 256 |
Operating expenses | ||
Research and development | 103 | 367 |
Selling, general and administrative | 3,993 | 3,237 |
Total operating expenses | 4,096 | 3,604 |
Loss from operations | (3,477) | (3,348) |
Other income (expense) | ||
Change in fair value of warrant liability, net of warrant modification expense | 96 | 76 |
Realized gain on investments in marketable securities | 191 | 9 |
Loss on debt extinguishment | (150) | |
Interest expense, net | (15) | (1,336) |
Other expense | (2) | |
Other income | 19 | 3 |
Total other income (expense), net | 289 | (1,398) |
Loss before income taxes | (3,188) | (4,746) |
Income tax expense | ||
Net loss | (3,188) | (4,746) |
Less: Loss attributable to non-controlling interest in joint venture | 31 | |
Net loss attributable to NexGel stockholders | $ (3,157) | $ (4,746) |
Net loss per common share - basic | $ (0.56) | $ (0.85) |
Net loss per common share - diluted | $ (0.56) | $ (0.85) |
Weighted average shares used in computing net loss per common share - basic | 5,671,842 | 5,574,818 |
Weighted average shares used in computing net loss per common share - diluted | 5,671,842 | 5,574,818 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 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 | ||||
Stock-based compensation | 231 | 231 | |||
Stock-based compensation, shares | |||||
Restricted stock issuances | 67 | 67 | |||
Restricted stock issuances, shares | 5,682 | ||||
Net loss | (4,746) | (4,746) | |||
Balance at Dec. 31, 2022 | $ 6 | 19,189 | (11,558) | 7,637 | |
Balance, shares at Dec. 31, 2022 | 5,577,916 | ||||
Stock-based compensation | 217 | $ 217 | |||
Stock-based compensation, shares | 3,295 | 560,650 | |||
Restricted stock issuances | |||||
Restricted stock issuances, shares | 50,907 | 64,562 | |||
Net loss | (31) | (3,157) | $ (3,188) | ||
Exercise of warrants | |||||
Exercise of stock warrants, shares | 109,720 | ||||
Non-controlling interest contribution | 500 | 500 | |||
Balance at Dec. 31, 2023 | $ 6 | $ 19,406 | $ 469 | $ (14,715) | $ 5,166 |
Balance, shares at Dec. 31, 2023 | 5,741,838 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Activities | ||
Net loss | $ (3,157) | $ (4,746) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss attributable to non-controlling interest in joint venture | (31) | |
Depreciation and amortization | 226 | 112 |
Share-based compensation | 217 | 298 |
Realized gain on investment in marketable securities | (191) | (9) |
Change in fair value of warrant liability | (125) | (133) |
Amortization of right of use asset | 217 | 189 |
Warrant modification expense | 29 | 57 |
Loss of extinguishment of debt | 150 | |
Amortization of deferred financing costs | 1,324 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (411) | (13) |
Inventory | (760) | (211) |
Prepaid expenses and other current assets | (260) | (95) |
Accounts payable | 968 | 11 |
Accrued expenses and other current liabilities | 22 | 74 |
Deferred revenue | 20 | |
Net Cash Used in Operating Activities | (3,236) | (2,992) |
Investing Activities | ||
Purchases of equipment | (696) | (96) |
Investment in subsidiary | (547) | |
Proceeds from sales of marketable securities | 5,699 | 1,500 |
Investments in or purchases of marketable securities | (6,999) | |
Net Cash Provided by (Used in) Investing Activities | 4,456 | (5,595) |
Financing Activities | ||
Principal payments on operating lease liability | (175) | (151) |
Proceeds from notes payable | 315 | |
Principal payments of notes payable | (6) | |
Principal payments on convertible notes | (3,511) | |
Proceeds from margin line of credit | 245 | |
Net Cash Provided by (Used in) Financing Activities | 379 | (3,662) |
Net Increase (Decrease) in Cash | 1,599 | (12,249) |
Cash – Beginning of year | 1,101 | 13,350 |
Cash – End of year | 2,700 | 1,101 |
Supplemental Non-cash Investing and Financing Activities | ||
Property and equipment and intangibles 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 | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [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. The Company has historically served as a contract manufacturer, supplying our gels to third parties who incorporate them into their own products. Beginning in 2020, we created two new lines of business for the company. First, we launched our own line of branded consumer products sold direct to consumers. Second, we expanded into custom and white label opportunities, which focuses on combining our gels with proprietary branded products and white label opportunities. All of our gel products are manufactured using proprietary and non-proprietary mixing, coating and cross-linking technologies. Together, these technologies enable us 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, we have the manufacturing ability to offer broad choices in the selection of liners onto which the gels are coated. Consequently, we 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 consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are presented in US dollars. Principles of Consolidation The accompanying 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 | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern As of December 31, 2023, the Company had a cash balance of $ 2.7 3.2 3.2 2.5 On February 15, 2024, the Company, entered into subscription agreements with investors, the Company’s Chief Financial Officer and certain members of its board of directors for a registered direct offering (“RDO”) of the Company’s common stock. The RDO sold an aggregate 242,891 4.22 each unit consisting of two shares of the Company’s common stock, and a warrant to purchase one share of Common Stock at an exercise price of $ 4.00 4.22 1.025 Management is exploring new product channel sales in adjacent industries, such as cosmetics, athletic products, and proprietary medical devices. The Company has increased 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 recent capital raise. 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 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 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 | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies and Estimates | 3. Significant Accounting Policies and Estimates Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the 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. Segment Reporting The Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting The Nexgel segment is comprised of the manufacturing of ultra-gentle, high-water-content hydrogel products for healthcare and consumer applications, which is based in Langhorne, Pennsylvania. The CG labs segment is comprised of the JV used for the Company’s converting and packaging business, which is based in Granbury, Texas. 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 statement of operations of the year in which such change occurs. The Company had the following marketable securities as of December 31, 2023 and 2022 ($ in thousands): Schedule of Marketable Securities December 31, 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 December 31, 2023, there was $ 245 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 $ 11 9 Inventory and Cost of Revenues 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 at the Company’s warehouses and at fulfillment centers owned by Amazon, Walmart and CVS. The “Cost of revenues” line item in the 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 consolidated statements of operations in revenues and cost of revenues, respectively. Shipping revenue and expense are primarily generated through 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 year of disposal and any resulting gains and losses are included in the results of operations during the same year. 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. 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 $ 64 63 336 109 Other Assets Other Assets is recorded at historical costs, and as of December 31, 2023 and 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 ($ in thousands): Schedule of Fair Value of Financial Assets Level 1 Level 2 Level 3 Fair Value December 31, 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 warrant 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 statements of operations. Revenue Recognition On January 1, 2018, the Company adopted 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 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 ($ in thousands): Schedule of Disaggregated Revenue by Sales Type 2023 2022 Year Ended December 31, 2023 2022 Contract manufacturing $ 2,748 $ 1,033 Custom and white label finished goods manufacturing 15 34 Consumer branded products 1,242 815 Other 84 166 Total $ 4,089 $ 2,048 As of December 31, 2023 and 2022, the Company did not have any contract assets or contract liabilities from contracts with customers and there were no 20 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 convert and package into finished goods. Historically, this has been the Company’s primary source of revenue. Custom and 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/Other 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 12 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. 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 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 requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the lease agreements contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. 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 year 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. Variable Interest Entity The Company reviews each legal entity formed by parties related to the Company to determine whether or not the Company has a variable interest in the entity and whether or not the entity would meet the definition of a variable interest entity (“VIE”) in accordance with ASC Topic 810, Consolidation If the Company determines that it is the primary beneficiary of a VIE at the onset of the collaboration, the collaboration is treated as a business combination and the Company consolidates the financial statements of the VIE into the Company’s consolidated financial statements. As of December 31, 2023, and on a quarterly basis thereafter, the Company will evaluate whether it continues to be the primary beneficiary of the consolidated VIE. If the Company determines that it is no longer the primary beneficiary of a consolidated VIE, it deconsolidates the VIE in the period in which the determination is made. Assets and liabilities recorded as a result of consolidating the financial results of the VIE into the Company’s consolidated balance sheet do not represent additional assets that could be used to satisfy claims against the Company’s general assets or liabilities for which creditors have recourse to the Company’s general assets. Comprehensive loss Comprehensive loss consists of net loss and changes in equity during a year from transactions and other equity and circumstances generated from non-owner sources. The Company’s net loss equals comprehensive loss for all years presented. 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 consolidated financial position or results of operations upon adoption. In June 2016, FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Accounting Pronouncements Issued But Not Yet Adopted In December 2023, the FASB issued ASU 2023-09 , Income Taxes (Topic 740): Improvements to Income Tax Disclosures In November 2023, the FASB issued ASU 2023-07 , Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Business Segments | 4. Business Segments The Company’s Chief Executive Officer, who serves as the chief operating decision maker (“CODM”), evaluates the financial performance of the Company’s segments based upon segment adjusted operating income or (loss) as the profitability measure. Items outside of adjusted operating income or (loss) are not reported by segment, since they are excluded from the single measure of segment profitability reviewed by the CODM. Summarized financial information concerning the Company’s reportable segments for the years ended December 31, 2023 and 2022 is presented below. Schedule of Reportable Segments For Year Ended December 31, 2023 ($ in thousands) Nexgel CG Labs Total Revenue Contract Manufacturing $ 769 $ 1,979 $ 2,748 Custom and White Label Finished Goods 15 - 15 Branded Consumer Products 1,242 - 1,242 Other income 76 8 84 Total revenue 2,102 1,987 4,089 Cost of sales 1,911 1,559 3,470 Operating expenses 3,604 492 4,096 Loss from operations $ (3,413 ) $ (64 ) $ (3,477 ) For Year Ended December 31, 2022 ($ in thousands) Nexgel CG Labs Total Revenue Contract Manufacturing $ 1,033 $ - $ 1,033 Custom and White Label Finished Goods 34 - 34 Branded Consumer Products 815 - 815 Other income 166 - 166 Total revenue 2,048 - 2,048 Cost of sales 1,792 - 1,792 Operating expenses 3,604 - 3,604 Loss from operations $ (3,348 ) $ - $ (3,348 ) As of December 31, 2023 ($ in thousands) Nexgel CG Labs Total Assets: Current assets: Cash $ 2,458 $ 242 $ 2,700 Accounts receivable, net 26 607 633 Inventory 622 697 1,319 Prepaid expenses and other current assets 312 88 400 Total current assets 3,418 1,634 5,052 Goodwill 1,128 - 1,128 Intangibles 122 204 326 Property and equipment, net 898 601 1,499 Operating lease – right of use asset 1,543 312 1,855 Other assets 95 - 95 Total Assets $ 7,204 $ 2,751 $ 9,955 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 509 $ 724 $ 1,233 Accrued expenses and other current liabilities 137 261 398 Deferred revenue 20 - 20 Current portion of note payable 6 74 80 Warrant liability 146 - 146 Contingent consideration liability 439 - 439 Operating lease liability, current portion 207 26 233 Total current liabilities 1,464 1,085 2,549 Operating lease liability, net of current portion 1,438 289 1,727 Notes payable, net of current portion 272 241 513 Total liabilities $ 3,174 $ 1,615 $ 4,789 |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | 5. Acquisition Kenkoderm Acquisition On December 1, 2023, the Company closed a transaction related to an Asset Purchase Agreement dated November 30, 2023 (the “Purchase Agreement”) with Olympus Trading Company, LLC, a Virginia limited liability company (the “Seller”), whereby the Company purchased all assets related to the Seller’s skincare line focused on reducing symptoms associated with psoriasis operating under the tradename “Kenkoderm” (“Kenkoderm acquisition”). Under the terms of the Kenkoderm acquisition, the Company paid the Seller a cash payment of $ 546,500 136,625 The Purchase Agreement and the transaction contemplated thereby were not subject to approval by the shareholders of the Company. The Purchase Agreement contains standard representations and warranties regarding the Seller and the Kenkoderm business and certain limited representations and warranties regarding the Company. The Purchase Agreement also contains indemnification provisions for the benefit of the Company and the Seller. Neither the Company nor the Seller shall be liable for more than the Purchase Price under the indemnification provisions except in the case of fraud or willful misconduct. The Seller and the Seller’s President and owner agreed to 3-year non-compete provisions as part of the Purchase Agreement. The provisional fair value of the purchase consideration issued to the Seller was allocated to the net tangible assets acquired. The Company accounted for the Kenkoderm acquisition as the purchase of a business under GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the net assets acquired was approximately $ 169 The table below shows a preliminary analysis for the Kenkoderm acquisition ($ in thousands): Schedule of Business Acquisitions Provisional purchase consideration at preliminary fair value: Purchase price $ 547 Contingent consideration liability 439 Amount of consideration $ 986 Assets acquired and liabilities assumed at preliminary fair value Inventory 56 Product/technology related intangibles 77 Marketing related intangibles 36 Other liabilities - Net tangible assets acquired $ 169 Total net assets acquired $ 169 Consideration paid 986 Preliminary goodwill $ 817 Non-controlling Interest in Joint Venture – CG Labs On March 1, 2023, the Company acquired a 50% 50% 50 500,000 500,000 The JV is considered to be a VIE and we have consolidated the JV. The recorded assets acquired and liabilities assumed in connection with the formation of CG Labs based on their estimated fair values as of the March 1, 2023. The preliminary purchase price allocation is as follow ($ in thousands): Schedule of Business Acquisitions Provisional purchase consideration at preliminary fair value: Cash contributed by the Company $ 500 Noncontrolling interest portion of CG Labs contributed business 500 Amount of consideration $ 1,000 Assets acquired and liabilities assumed at preliminary fair value Cash contributed by the Company 500 Fixed assets 213 Product/technology related intangibles 217 Marketing related intangibles 70 Net tangible assets acquired $ 1,000 Total net assets acquired $ 1,000 Consideration paid 1,000 Preliminary goodwill $ - The allocation of the purchase price to identifiable assets is based on the preliminary valuations performed to determine the fair value of the net assets as of the acquisition date. The measurement period for the valuation of net assets acquired ends as soon as information on the facts and circumstances that existed as of the acquisition dates becomes available, but not to exceed 12 months following the acquisition date. Adjustments in purchase price allocations may require a change in the amounts allocated to net assets acquired during the periods in which the adjustments are determined. The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the Kenkoderm acquisition and CG Labs JV been completed as of January 1, 2022 or to project potential operating results as of any future date or for any future periods ($ in thousands except share and per share amounts): Schedule of Unaudited Pro-Forma Results of Operations 2023 2022 For the Year Ended December 31, 2023 2022 Revenues, net $ 5,522 $ 4,014 Net loss allocable to common shareholders $ (3,071 ) $ (4,634 ) Net loss per share $ (0.54 ) $ (0.83 ) Weighted average number of shares outstanding 5,671,842 5,574,818 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | 6. Leases The Company has an 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 Company also has a sublease for office and manufacturing space in Granbury, Texas that runs through February 2028.There is an option that can extend the lease term for an additional five years through February 2033. 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 December 31, 2023 ($ in thousands): Schedule of Future Minimum Lease Payments Maturity of Lease Liability Operating Lease Liability 2024 $ 245 2025 245 2026 301 2027 315 2028 324 Thereafter 790 Total undiscounted operating lease payments $ 2,220 Less: Imputed interest (260 ) Present value of operating lease liability $ 1,960 Weighted average remaining lease term 7.4 Weighted average discount rate 3.0 % Total operating lease expense for the years ended December 31, 2023, and 2022, was $ 303 246 Supplemental cash flows information related to leases was as follows: Schedule of Supplemental Cash Flows Information Related to Leases December 31, 2023 Cash paid for amounts included in the measurement of lease liability ($ in thousands): Operating cash flows from operating lease $ 238 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | 7. Inventory Inventory consists of the following ($ in thousands): Schedule of Inventory December 31, December 31, 2023 2022 Raw materials $ 899 $ 295 Work-in-progress 12 51 Finished goods 408 156 Inventory, gross 1,319 502 Less: Inventory reserve for excess and slow moving inventory - - Total $ 1,319 $ 502 Inventory is maintained at the Company’s warehouses and at fulfillment centers owned by Amazon, Walmart and CVS. 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 | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 8. Property and Equipment, Net Property and equipment consist of the following ($ in thousands): Schedule of Property and Equipment Useful Life December 31, December 31, (Years) 2023 2022 Machinery and equipment 3 10 $ 1,280 $ 973 Office furniture and equipment 3 10 139 59 Leasehold improvements 6 419 228 Construction in progress N/A 387 55 Total property and equipment 2,225 1,315 Less: accumulated depreciation and amortization (726 ) (594 ) Property and equipment, net $ 1,499 $ 721 Depreciation expense for the year ended December 31, 2023 and 2022 was $ 132 99 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 9. Intangible Assets The following provides a breakdown of identifiable intangible assets as of December 31, 2023 and 2022 ($ in thousands): Schedule of Breakdown of Identifiable Intangible Assets December 31, December 31, 2023 2022 Product/Technology Related Identifiable intangible assets, gross $ 325 $ 31 Accumulated amortization (98 ) (26 ) Product/technology related identifiable intangible assets, net 227 5 Marketing Related Customer related intangible asset, gross 17 17 Tradename related intangible asset, gross 113 7 Accumulated amortization (31 ) (9 ) Marketing related identifiable intangible assets, net 99 15 Total identifiable intangible assets, net $ 326 $ 20 In connection with the May 29, 2020 acquisition of Sports Defense, the Company identified intangible assets of $ 55 In connection with the March 1, 2023 CG Labs JV, the Company identified intangible assets of $ 287 In connection with the December 1, 2023 acquisition of Kenkoderm, the Company identified intangible assets of $ 113 These assets are being amortized on a straight-line basis over their weighted average estimated useful life of 2.9 94 13 As of December 31, 2023, the estimated annual amortization expense for each of the next five fiscal years is as follows ($ in thousands): Schedule of Estimated Annual Amortization Expense 2024 $ 119 2025 126 2026 63 2027 13 2028 2 Thereafter 3 Total $ 326 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 10. 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 December 31, December 31, 2023 2022 Salaries, benefits, and incentive compensation $ 61 $ 56 Franchise tax accrual - 52 Margin line of credit 245 - Other 92 22 Total accrued expenses and other current liabilities $ 398 $ 130 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Common Stock | 11. Common Stock At December 31, 2023, the Company has reserved common stock for issuance in relation to the following: Schedule of Reserved Common Stock For Issued Securities in Relation Share-based compensation plan 560,650 Warrants to purchase common stock 3,442,904 Restricted stock units 64,562 |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | 12. 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. The Company initially reserved a total of 57,143 57,143 485,715 485,715 571,429 On March 23, 2023, the Board approved an additional 300,000 871,429 609,687 14,286 The following table contains information about the 2019 Plan as of December 31, 2023: Schedule of Information about Incentive Plan Awards Awards Reserved for Awards Awards Available for Issuance Issued Exercised Grant 2019 Plan (1) 871,429 649,833 17,916 221,596 Awards issued in excess of 2019 Plan (2) - 48,401 48,401 - (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. Incentive stock options On March 8, 2023, the Company granted a contractor an option to purchase up to 17,532 shares of the Company’s common stock at a per share exercise price of $ 2.00 under the Company’s 2019 Plan. This option award vests over a period of 12 months. On August 17, 2023, the Company granted options to purchase up to 90,000 2.05 25 On October 1, 2022, the Company appointed Dr. Neil Chesen to the Company’s Scientific Advisory Board and in consideration for his appointment to the board, the Company granted Dr. Chesen an option to purchase up to 65,000 2.00 15,000 50,000 December 31, 2023 25,000 2.00 37,500 5.50 36 On October 1, 2022, the Company granted Dr. Leonard Nelson an option to purchase up to 30,000 shares of the Company’s common stock at a per share price of $ 2.00 under the Company’s 2019 Long-Term Incentive Plan. A portion of the award, 5,000 options, fully vested as of the date of the grant and the remaining 25,000 options are contingent upon certain sales based milestones being achieved. The options expire within 18 months of commercial launch of a new product if the milestones are not achieved prior to that date or 10 years from the grant date, whichever comes first. On October 1, 2022, the Company granted Dr. Leonard Nelson an option to purchase up to 37,500 5.50 36 10 The following table summarizes the Company’s incentive stock option activity and related information for the years ended December 31, 2023 and 2022. Schedule of Incentive Stock Option Activity Weighted Weighted Average Average Contractual Number of Exercise Term in Options Price Years Outstanding at January 1, 2022 434,939 $ 1.678955 8.56 Granted 195,000 3.3461538 10.00 Exercised — — — Forfeited — — — Cancelled (100,001 ) 1.40000 — Expired (5,001 ) 1.40000 — Outstanding at December 31, 2022 524,937 $ 2.351416 8.38 Granted 117,532 $ 2.06041 10.00 Exercised (3,295 ) 1.75 — Forfeited — — — Cancelled (69,854 ) 1.965823 — Expired (8,670 ) 1.703222 — Outstanding at December 31, 2023 560,650 $ 2.350742 7.95 Exercisable at December 31, 2023 398,150 $ 1.829884 7.44 As of December 31, 2023 and 2022, vested outstanding stock options had $ 295 124 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 year ended December 31, 2023 and 2022: Schedule of Assumptions used in Share-based Compensation 2023 2022 Volatility 257.64 258.01 % 277.84 % Risk-free interest rate 4.21 4.42 % 4.06 % Dividend yield 0.0 % 0.0 % Expected term 5 5.50 5.0 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 January 3, 2023, the Company granted a restricted stock award of 37,037 37,037 1.35 Effective as of August 1, 2022, the Company granted a restricted stock award of 84,750 shares of the Company’s common stock to certain officers and employees, all of which shares vest in four equal installments on each of January 1, 2023, January 1, 2024, January 1, 2025 and January 1, 2026. Under ASC 718, the Company has measured the value of the 84,750 shares granted based on a closing price of the closing price of the Company’s stock at the grant date of the RSU Grant ($ 1.82 per share). Effective as of January 1, 2022, the Company granted a restricted stock award of 11,364 11,364 4.40 Schedule of Restricted Stock Units Granted Average Number of Grant Date Units Fair Value Outstanding at December 31, 2021 — $ — Granted 96,114 1.61 Exercised and converted to common shares (5,682 ) 4.40 Forfeited — — Outstanding at December 31, 2022 90,432 1.43 Granted 37,037 1.35 Exercised and converted to common shares (50,157 ) 1.76522 Forfeited (12,750 ) 1.82 Outstanding at December 31, 2023 64,562 $ 1.82 Exercisable at December 31, 2023 13,750 $ 1.82 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 December 31, 2023, there was $ 68 Stock based compensation and restricted stock vesting of $ 217 298 Warrants The following table shows a summary of common stock warrants for the years ended December 31, 2023 and 2022. Schedule of Common Stock Warrants Weighted Weighted Average Average Number of Exercise Contractual Warrants Price Term in Years Outstanding at December 31, 2021 3,637,190 $ 5.16281 4.63 Granted — $ — — Exercised — — — Forfeited — — — Cancelled — — — Expired — — — Outstanding at December 31, 2022 3,637,190 $ 5.16281 3.65 Granted — — — Exercised (109,720 ) 0.55 — Forfeited — — — Cancelled (84,566 ) 0.89 — Expired — — — Outstanding at December 31, 2023 3,442,904 $ 5.414793 2.87 Exercisable at December 31, 2023 3,442,904 $ 5.414793 2.87 As of December 31, 2023 and 2022, vested outstanding warrants had $ 0 114 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | 13. Notes Payable CG Labs Notes Payable CG Labs has entered into a $ 231 The promissory note has a five years 8 4 CG Labs has entered into a $ 242 84 issued The promissory note has a five years 8 5 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 8 277 283 The future annual principal amounts and accrued interest to be paid as of December 31, 2023 are as follows: Schedule of Debt Instruments Amount For the year ending December 31 ($ in thousands): 2024 $ 80 2025 89 2026 51 2027 55 2028 59 Thereafter 259 Total $ 593 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 14. 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 | 12 Months Ended |
Dec. 31, 2023 | |
Warrant Liability | |
Warrant Liability | 15. 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 34,285 7,429 7,286 44,286 35,714 114,286 0.49 5.25 Derivatives and Hedging On September 6, 2022, the Company agreed to extend the September 10, 2019 and November 6, 2019 warrants an additional six months until March 9, 2023 and May 5, 2023, respectively. The warrants were remeasured as of September 6, 2022 and consequently resulted in a warrant modification expense of $ 57 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 12/31/2021 265,305 $ 318 Modification of warrants - 57 Change in fair value of warrant liability - (133 ) Fair value as of year ended 12/31/2022 265,305 242 Exercise of warrants (194,286 ) (144 ) Modification of warrants - 29 Change in fair value of warrant liability - 19 Fair value as of year ended 12/31/2023 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 future activities and the Company’s stock prices and historical volatility of Guideline Public Companies as inputs. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. 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. |
Concentrations of Risk
Concentrations of Risk | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | 17. Concentrations of Risk The Company’s revenues are concentrated in a small group of customers with some individually comprising more than 10% of total revenues. For the year ended December 31, 2023, the Company had revenue from one customer that approximated 20 29 The Company had one customer with accounts receivable balances that approximated 69 40 22 18 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 $ 250 106 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 | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 18. 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 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 19. Income Taxes The Company has established a full valuation allowance for its deferred tax assets based on management’s belief that it is not more likely than not that the related deferred tax assets will be realized. For the years ended December 31, 2023 and 2022, there was no At December 31, 2023 and 2022, the Company had no The income tax (benefit) provision consists of the following: Schedule of Income Tax (Benefit) Provision 2023 2022 For The Years Ended December 31 2023 2022 Federal: Current $ (617 ) $ (619 ) Deferred 617 619 State and local: Current (156 ) (159 ) Deferred 156 159 Income tax provision $ — $ — For the years ended December 31, 2023 and 2022, the expected tax benefit based on the statutory rate reconciled with the actual benefit is as follows: Schedule of Effective Income Tax Rate Reconciliation 2023 2022 For The Years Ended December 31, 2023 2022 U.S. federal statutory rate 21.0 % 21.0 % State tax rate, net of federal benefit 5.3 % 5.3 % Permanent differences Non-deductible expenses (1.9 )% (9.7 )% Timing differences — — Change in valuation allowance (24.4 )% (16.6 )% Income tax provision — % — % For the years ended December 31, 2023 and 2022, differences between the expected tax expense based on the federal statutory rate and the actual tax expense is primarily attributable to the net losses incurred and the corresponding increase to the valuation allowance. As of December 31, 2023 and 2022, the Company’s deferred tax assets consisted of the effects of temporary differences attributable to the following: Schedule of Deferred Tax Assets and Liabilities 2023 2022 As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 4,882 $ 4,112 Other 9 6 Total deferred tax assets 4,891 4,118 Valuation allowance (4,891 ) (4,118 ) Deferred tax assets, net of valuation allowance $ — $ — As of December 31, 2023 and 2022, the Company has approximately $ 18.6 15.6 18.6 15.6 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of the deferred tax assets is dependent upon the future generation of taxable income during the years in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance against net deferred tax assets at December 31, 2023 and 2022 because management has determined that it is more likely than not that these deferred tax assets will not be realized. The Company is subject to taxation in the U.S. and various states. Based on the history of net operating losses all jurisdictions and tax years are open for examination until the operating losses are utilized or the statute of limitations expires. As of December 31, 2023 and 2022, the Company does not have any significant uncertain tax positions. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events Management of the Company has performed a review of events and transactions occurring after the consolidated balance sheet date to determine if there were any such events or transactions requiring adjustment to or disclosure in the accompanying consolidated financial statements, noting no such events or transactions other than the following. On February 15, 2024 (the “Closing Date”), the Company, entered into subscription agreements with investors, the Company’s Chief Financial Officer and certain members of its board of directors for a registered direct offering (“RDO”) of the Company’s common stock. The RDO sold an aggregate 242,891 4.22 4.00 4.22 2.11 485,782 242,891 Subject to certain ownership limitations, each of the warrants will become exercisable on the Closing Date, will have an exercise price of $ 4.00 five years 4.99 9.99 The gross proceeds to the Company from the RDO are expected to be approximately $ 1.025 The Company retained Alere Financial Partners, LLC (A division of Cova Capital Partners, LLC) to act as the placement agent for the RDO. The Company agreed to pay the placement agent a cash fee of 6 3 five years 6 27,725 4.00 |
Significant Accounting Polici_2
Significant Accounting Policies and Estimates (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the 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. |
Segment Reporting | Segment Reporting The Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting The Nexgel segment is comprised of the manufacturing of ultra-gentle, high-water-content hydrogel products for healthcare and consumer applications, which is based in Langhorne, Pennsylvania. The CG labs segment is comprised of the JV used for the Company’s converting and packaging business, which is based in Granbury, Texas. |
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 statement of operations of the year in which such change occurs. The Company had the following marketable securities as of December 31, 2023 and 2022 ($ in thousands): Schedule of Marketable Securities December 31, 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 December 31, 2023, there was $ 245 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 $ 11 9 |
Inventory and Cost of Revenues | Inventory and Cost of Revenues 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 at the Company’s warehouses and at fulfillment centers owned by Amazon, Walmart and CVS. The “Cost of revenues” line item in the 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 consolidated statements of operations in revenues and cost of revenues, respectively. Shipping revenue and expense are primarily generated through 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 year of disposal and any resulting gains and losses are included in the results of operations during the same year. |
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. 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 $ 64 63 336 109 |
Other Assets | Other Assets Other Assets is recorded at historical costs, and as of December 31, 2023 and 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 ($ in thousands): Schedule of Fair Value of Financial Assets Level 1 Level 2 Level 3 Fair Value December 31, 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 warrant 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 statements of operations. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted 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 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 ($ in thousands): Schedule of Disaggregated Revenue by Sales Type 2023 2022 Year Ended December 31, 2023 2022 Contract manufacturing $ 2,748 $ 1,033 Custom and white label finished goods manufacturing 15 34 Consumer branded products 1,242 815 Other 84 166 Total $ 4,089 $ 2,048 As of December 31, 2023 and 2022, the Company did not have any contract assets or contract liabilities from contracts with customers and there were no 20 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 convert and package into finished goods. Historically, this has been the Company’s primary source of revenue. Custom and 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/Other 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 12 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. |
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 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 requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the lease agreements contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. 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 year 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. |
Variable Interest Entity | Variable Interest Entity The Company reviews each legal entity formed by parties related to the Company to determine whether or not the Company has a variable interest in the entity and whether or not the entity would meet the definition of a variable interest entity (“VIE”) in accordance with ASC Topic 810, Consolidation If the Company determines that it is the primary beneficiary of a VIE at the onset of the collaboration, the collaboration is treated as a business combination and the Company consolidates the financial statements of the VIE into the Company’s consolidated financial statements. As of December 31, 2023, and on a quarterly basis thereafter, the Company will evaluate whether it continues to be the primary beneficiary of the consolidated VIE. If the Company determines that it is no longer the primary beneficiary of a consolidated VIE, it deconsolidates the VIE in the period in which the determination is made. Assets and liabilities recorded as a result of consolidating the financial results of the VIE into the Company’s consolidated balance sheet do not represent additional assets that could be used to satisfy claims against the Company’s general assets or liabilities for which creditors have recourse to the Company’s general assets. |
Comprehensive loss | Comprehensive loss Comprehensive loss consists of net loss and changes in equity during a year from transactions and other equity and circumstances generated from non-owner sources. The Company’s net loss equals comprehensive loss for all years presented. |
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 consolidated financial position or results of operations upon adoption. In June 2016, FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Accounting Pronouncements Issued But Not Yet Adopted | Accounting Pronouncements Issued But Not Yet Adopted In December 2023, the FASB issued ASU 2023-09 , Income Taxes (Topic 740): Improvements to Income Tax Disclosures In November 2023, the FASB issued ASU 2023-07 , Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures |
Significant Accounting Polici_3
Significant Accounting Policies and Estimates (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Marketable Securities | The Company had the following marketable securities as of December 31, 2023 and 2022 ($ in thousands): Schedule of Marketable Securities December 31, 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 ($ in thousands): Schedule of Fair Value of Financial Assets Level 1 Level 2 Level 3 Fair Value December 31, 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 ($ in thousands): Schedule of Disaggregated Revenue by Sales Type 2023 2022 Year Ended December 31, 2023 2022 Contract manufacturing $ 2,748 $ 1,033 Custom and white label finished goods manufacturing 15 34 Consumer branded products 1,242 815 Other 84 166 Total $ 4,089 $ 2,048 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segments | Summarized financial information concerning the Company’s reportable segments for the years ended December 31, 2023 and 2022 is presented below. Schedule of Reportable Segments For Year Ended December 31, 2023 ($ in thousands) Nexgel CG Labs Total Revenue Contract Manufacturing $ 769 $ 1,979 $ 2,748 Custom and White Label Finished Goods 15 - 15 Branded Consumer Products 1,242 - 1,242 Other income 76 8 84 Total revenue 2,102 1,987 4,089 Cost of sales 1,911 1,559 3,470 Operating expenses 3,604 492 4,096 Loss from operations $ (3,413 ) $ (64 ) $ (3,477 ) For Year Ended December 31, 2022 ($ in thousands) Nexgel CG Labs Total Revenue Contract Manufacturing $ 1,033 $ - $ 1,033 Custom and White Label Finished Goods 34 - 34 Branded Consumer Products 815 - 815 Other income 166 - 166 Total revenue 2,048 - 2,048 Cost of sales 1,792 - 1,792 Operating expenses 3,604 - 3,604 Loss from operations $ (3,348 ) $ - $ (3,348 ) As of December 31, 2023 ($ in thousands) Nexgel CG Labs Total Assets: Current assets: Cash $ 2,458 $ 242 $ 2,700 Accounts receivable, net 26 607 633 Inventory 622 697 1,319 Prepaid expenses and other current assets 312 88 400 Total current assets 3,418 1,634 5,052 Goodwill 1,128 - 1,128 Intangibles 122 204 326 Property and equipment, net 898 601 1,499 Operating lease – right of use asset 1,543 312 1,855 Other assets 95 - 95 Total Assets $ 7,204 $ 2,751 $ 9,955 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 509 $ 724 $ 1,233 Accrued expenses and other current liabilities 137 261 398 Deferred revenue 20 - 20 Current portion of note payable 6 74 80 Warrant liability 146 - 146 Contingent consideration liability 439 - 439 Operating lease liability, current portion 207 26 233 Total current liabilities 1,464 1,085 2,549 Operating lease liability, net of current portion 1,438 289 1,727 Notes payable, net of current portion 272 241 513 Total liabilities $ 3,174 $ 1,615 $ 4,789 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Acquisition [Line Items] | |
Schedule of Unaudited Pro-Forma Results of Operations | Schedule of Unaudited Pro-Forma Results of Operations 2023 2022 For the Year Ended December 31, 2023 2022 Revenues, net $ 5,522 $ 4,014 Net loss allocable to common shareholders $ (3,071 ) $ (4,634 ) Net loss per share $ (0.54 ) $ (0.83 ) Weighted average number of shares outstanding 5,671,842 5,574,818 |
Kenkoderm Acquisition [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions | The table below shows a preliminary analysis for the Kenkoderm acquisition ($ in thousands): Schedule of Business Acquisitions Provisional purchase consideration at preliminary fair value: Purchase price $ 547 Contingent consideration liability 439 Amount of consideration $ 986 Assets acquired and liabilities assumed at preliminary fair value Inventory 56 Product/technology related intangibles 77 Marketing related intangibles 36 Other liabilities - Net tangible assets acquired $ 169 Total net assets acquired $ 169 Consideration paid 986 Preliminary goodwill $ 817 |
CG Labs [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions | The recorded assets acquired and liabilities assumed in connection with the formation of CG Labs based on their estimated fair values as of the March 1, 2023. The preliminary purchase price allocation is as follow ($ in thousands): Schedule of Business Acquisitions Provisional purchase consideration at preliminary fair value: Cash contributed by the Company $ 500 Noncontrolling interest portion of CG Labs contributed business 500 Amount of consideration $ 1,000 Assets acquired and liabilities assumed at preliminary fair value Cash contributed by the Company 500 Fixed assets 213 Product/technology related intangibles 217 Marketing related intangibles 70 Net tangible assets acquired $ 1,000 Total net assets acquired $ 1,000 Consideration paid 1,000 Preliminary goodwill $ - |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2023 ($ in thousands): Schedule of Future Minimum Lease Payments Maturity of Lease Liability Operating Lease Liability 2024 $ 245 2025 245 2026 301 2027 315 2028 324 Thereafter 790 Total undiscounted operating lease payments $ 2,220 Less: Imputed interest (260 ) Present value of operating lease liability $ 1,960 Weighted average remaining lease term 7.4 Weighted average discount rate 3.0 % |
Schedule of Supplemental Cash Flows Information Related to Leases | Supplemental cash flows information related to leases was as follows: Schedule of Supplemental Cash Flows Information Related to Leases December 31, 2023 Cash paid for amounts included in the measurement of lease liability ($ in thousands): Operating cash flows from operating lease $ 238 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following ($ in thousands): Schedule of Inventory December 31, December 31, 2023 2022 Raw materials $ 899 $ 295 Work-in-progress 12 51 Finished goods 408 156 Inventory, gross 1,319 502 Less: Inventory reserve for excess and slow moving inventory - - Total $ 1,319 $ 502 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, December 31, (Years) 2023 2022 Machinery and equipment 3 10 $ 1,280 $ 973 Office furniture and equipment 3 10 139 59 Leasehold improvements 6 419 228 Construction in progress N/A 387 55 Total property and equipment 2,225 1,315 Less: accumulated depreciation and amortization (726 ) (594 ) Property and equipment, net $ 1,499 $ 721 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2023 and 2022 ($ in thousands): Schedule of Breakdown of Identifiable Intangible Assets December 31, December 31, 2023 2022 Product/Technology Related Identifiable intangible assets, gross $ 325 $ 31 Accumulated amortization (98 ) (26 ) Product/technology related identifiable intangible assets, net 227 5 Marketing Related Customer related intangible asset, gross 17 17 Tradename related intangible asset, gross 113 7 Accumulated amortization (31 ) (9 ) Marketing related identifiable intangible assets, net 99 15 Total identifiable intangible assets, net $ 326 $ 20 |
Schedule of Estimated Annual Amortization Expense | As of December 31, 2023, the estimated annual amortization expense for each of the next five fiscal years is as follows ($ in thousands): Schedule of Estimated Annual Amortization Expense 2024 $ 119 2025 126 2026 63 2027 13 2028 2 Thereafter 3 Total $ 326 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, December 31, 2023 2022 Salaries, benefits, and incentive compensation $ 61 $ 56 Franchise tax accrual - 52 Margin line of credit 245 - Other 92 22 Total accrued expenses and other current liabilities $ 398 $ 130 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Reserved Common Stock For Issued Securities in Relation | At December 31, 2023, the Company has reserved common stock for issuance in relation to the following: Schedule of Reserved Common Stock For Issued Securities in Relation Share-based compensation plan 560,650 Warrants to purchase common stock 3,442,904 Restricted stock units 64,562 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Information about Incentive Plan | The following table contains information about the 2019 Plan as of December 31, 2023: Schedule of Information about Incentive Plan Awards Awards Reserved for Awards Awards Available for Issuance Issued Exercised Grant 2019 Plan (1) 871,429 649,833 17,916 221,596 Awards issued in excess of 2019 Plan (2) - 48,401 48,401 - (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 years ended December 31, 2023 and 2022. Schedule of Incentive Stock Option Activity Weighted Weighted Average Average Contractual Number of Exercise Term in Options Price Years Outstanding at January 1, 2022 434,939 $ 1.678955 8.56 Granted 195,000 3.3461538 10.00 Exercised — — — Forfeited — — — Cancelled (100,001 ) 1.40000 — Expired (5,001 ) 1.40000 — Outstanding at December 31, 2022 524,937 $ 2.351416 8.38 Granted 117,532 $ 2.06041 10.00 Exercised (3,295 ) 1.75 — Forfeited — — — Cancelled (69,854 ) 1.965823 — Expired (8,670 ) 1.703222 — Outstanding at December 31, 2023 560,650 $ 2.350742 7.95 Exercisable at December 31, 2023 398,150 $ 1.829884 7.44 |
Schedule of Assumptions used in Share-based Compensation | Schedule of Assumptions used in Share-based Compensation 2023 2022 Volatility 257.64 258.01 % 277.84 % Risk-free interest rate 4.21 4.42 % 4.06 % Dividend yield 0.0 % 0.0 % Expected term 5 5.50 5.0 |
Schedule of Restricted Stock Units Granted | Schedule of Restricted Stock Units Granted Average Number of Grant Date Units Fair Value Outstanding at December 31, 2021 — $ — Granted 96,114 1.61 Exercised and converted to common shares (5,682 ) 4.40 Forfeited — — Outstanding at December 31, 2022 90,432 1.43 Granted 37,037 1.35 Exercised and converted to common shares (50,157 ) 1.76522 Forfeited (12,750 ) 1.82 Outstanding at December 31, 2023 64,562 $ 1.82 Exercisable at December 31, 2023 13,750 $ 1.82 |
Schedule of Common Stock Warrants | The following table shows a summary of common stock warrants for the years ended December 31, 2023 and 2022. Schedule of Common Stock Warrants Weighted Weighted Average Average Number of Exercise Contractual Warrants Price Term in Years Outstanding at December 31, 2021 3,637,190 $ 5.16281 4.63 Granted — $ — — Exercised — — — Forfeited — — — Cancelled — — — Expired — — — Outstanding at December 31, 2022 3,637,190 $ 5.16281 3.65 Granted — — — Exercised (109,720 ) 0.55 — Forfeited — — — Cancelled (84,566 ) 0.89 — Expired — — — Outstanding at December 31, 2023 3,442,904 $ 5.414793 2.87 Exercisable at December 31, 2023 3,442,904 $ 5.414793 2.87 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | The future annual principal amounts and accrued interest to be paid as of December 31, 2023 are as follows: Schedule of Debt Instruments Amount For the year ending December 31 ($ in thousands): 2024 $ 80 2025 89 2026 51 2027 55 2028 59 Thereafter 259 Total $ 593 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 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 12/31/2021 265,305 $ 318 Modification of warrants - 57 Change in fair value of warrant liability - (133 ) Fair value as of year ended 12/31/2022 265,305 242 Exercise of warrants (194,286 ) (144 ) Modification of warrants - 29 Change in fair value of warrant liability - 19 Fair value as of year ended 12/31/2023 71,019 $ 146 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax (Benefit) Provision | The income tax (benefit) provision consists of the following: Schedule of Income Tax (Benefit) Provision 2023 2022 For The Years Ended December 31 2023 2022 Federal: Current $ (617 ) $ (619 ) Deferred 617 619 State and local: Current (156 ) (159 ) Deferred 156 159 Income tax provision $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | For the years ended December 31, 2023 and 2022, the expected tax benefit based on the statutory rate reconciled with the actual benefit is as follows: Schedule of Effective Income Tax Rate Reconciliation 2023 2022 For The Years Ended December 31, 2023 2022 U.S. federal statutory rate 21.0 % 21.0 % State tax rate, net of federal benefit 5.3 % 5.3 % Permanent differences Non-deductible expenses (1.9 )% (9.7 )% Timing differences — — Change in valuation allowance (24.4 )% (16.6 )% Income tax provision — % — % |
Schedule of Deferred Tax Assets and Liabilities | As of December 31, 2023 and 2022, the Company’s deferred tax assets consisted of the effects of temporary differences attributable to the following: Schedule of Deferred Tax Assets and Liabilities 2023 2022 As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 4,882 $ 4,112 Other 9 6 Total deferred tax assets 4,891 4,118 Valuation allowance (4,891 ) (4,118 ) Deferred tax assets, net of valuation allowance $ — $ — |
Description of Business, Stoc_2
Description of Business, Stock Split and Basis of Presentation (Details Narrative) | Mar. 01, 2023 |
Joint Venture [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Acquisition percentage | 50% |
CG Labs [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Acquisition percentage | 50% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Feb. 15, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Cash | $ 2,700 | $ 1,101 | |
Net loss | 3,157 | 4,746 | |
Net cash used in operating activities | 3,236 | $ 2,992 | |
Working capital | $ 2,500 | ||
Registered Direct Offering [Member] | Subsequent Event [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Sale of stock, number of shares issued in transaction | 242,891 | ||
Sale of stock, price per share | $ 4.22 | ||
Sale of stock, description of transaction | each unit consisting of two shares of the Company’s common stock, and a warrant to purchase one share of Common Stock at an exercise price of $4.00 per share. The $4.22 purchase price equals two times the last reported sale price of $2.11 per share of the Company’s Common Stock on February 15, 2024 on The Nasdaq Capital Market. | ||
Class of warrant or right, exercise price of warrants or rights | $ 4 | ||
Sale of stock, consideration received on transaction | $ 1,025 |
Schedule of Marketable Securiti
Schedule of Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total | $ 5,508 | |
US Treasury Securities One [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total | $ 492 | |
Marketable securities, due date | Feb. 23, 2023 | |
US Treasury Securities Two [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total | $ 20 | |
Marketable securities, due date | Apr. 27, 2023 | |
US Treasury Securities Three [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total | $ 4,384 | |
Marketable securities, due date | Jun. 15, 2023 | |
US Treasury Securities Four [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total | $ 127 | |
Marketable securities, due date | Jul. 13, 2023 | |
US Treasury Securities Five [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Total | $ 485 | |
Marketable securities, due date | Aug. 10, 2023 |
Schedule of Fair Value of Finan
Schedule of Fair Value of Financial Assets (Details) - USD ($) $ in Thousands | Dec. 31, 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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Contract manufacturing | $ 2,748 | $ 1,033 |
Custom and white label finished goods manufacturing | 15 | 34 |
Consumer branded products | 1,242 | 815 |
Other | 84 | 166 |
Total | $ 4,089 | $ 2,048 |
Significant Accounting Polici_4
Significant Accounting Policies and Estimates (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Shor term line of credit | $ 245,000 | |
Allowance for doubtful accounts | 11,000 | $ 9,000 |
Goodwill and intangible asset impairment | 0 | 0 |
Prepaid insurance | 64,000 | 63,000 |
General prepaid expenses | 336,000 | 109,000 |
Remaining performance obligations | 0 | 0 |
Deferred revenue | 20,000 | |
US Treasury Securities [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
U.S. treasury bills held for sale | $ 3,000,000 |
Schedule of Reportable Segments
Schedule of Reportable Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 4,089 | $ 2,048 |
Cost of sales | 3,470 | 1,792 |
Operating expenses | 4,096 | 3,604 |
Loss from operations | (3,477) | (3,348) |
Current assets: | ||
Cash | 2,700 | 1,101 |
Accounts receivable, net | 633 | 222 |
Inventory | 1,319 | 502 |
Prepaid expenses and other current assets | 400 | 172 |
Total current assets | 5,052 | 7,505 |
Goodwill | 1,128 | 311 |
Intangibles | 326 | 20 |
Property and equipment, net | 1,499 | 721 |
Operating lease – right of use asset | 1,855 | 1,737 |
Other assets | 95 | 63 |
Total assets | 9,955 | 10,357 |
Current liabilities: | ||
Accounts payable | 1,233 | 265 |
Accrued expenses and other current liabilities | 398 | 130 |
Deferred revenue | 20 | |
Current portion of note payable | 80 | 15 |
Warrant liability | 146 | 242 |
Contingent consideration liability | 439 | |
Operating lease liability, current portion | 233 | 207 |
Total current liabilities | 2,549 | 859 |
Operating lease liability, net of current portion | 1,727 | 1,593 |
Notes payable, net of current portion | 513 | 268 |
Total liabilities | 4,789 | 2,720 |
Reportable Subsegments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 4,089 | 2,048 |
Cost of sales | 3,470 | 1,792 |
Operating expenses | 4,096 | 3,604 |
Loss from operations | (3,477) | (3,348) |
Current assets: | ||
Cash | 2,700 | |
Accounts receivable, net | 633 | |
Inventory | 1,319 | |
Prepaid expenses and other current assets | 400 | |
Total current assets | 5,052 | |
Goodwill | 1,128 | |
Intangibles | 326 | |
Property and equipment, net | 1,499 | |
Operating lease – right of use asset | 1,855 | |
Other assets | 95 | |
Total assets | 9,955 | |
Current liabilities: | ||
Accounts payable | 1,233 | |
Accrued expenses and other current liabilities | 398 | |
Deferred revenue | 20 | |
Current portion of note payable | 80 | |
Warrant liability | 146 | |
Contingent consideration liability | 439 | |
Operating lease liability, current portion | 233 | |
Total current liabilities | 2,549 | |
Operating lease liability, net of current portion | 1,727 | |
Notes payable, net of current portion | 513 | |
Total liabilities | 4,789 | |
Contract Manufacturing [Member] | Reportable Subsegments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 2,748 | 1,033 |
Custom and White Label Finished Goods [Member] | Reportable Subsegments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 15 | 34 |
Branded Consumer Products [Member] | Reportable Subsegments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 1,242 | 815 |
Other Incomes [Member] | Reportable Subsegments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 84 | 166 |
Nexgel [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 2,102 | 2,048 |
Cost of sales | 1,911 | 1,792 |
Operating expenses | 3,604 | 3,604 |
Loss from operations | (3,413) | (3,348) |
Current assets: | ||
Cash | 2,458 | |
Accounts receivable, net | 26 | |
Inventory | 622 | |
Prepaid expenses and other current assets | 312 | |
Total current assets | 3,418 | |
Goodwill | 1,128 | |
Intangibles | 122 | |
Property and equipment, net | 898 | |
Operating lease – right of use asset | 1,543 | |
Other assets | 95 | |
Total assets | 7,204 | |
Current liabilities: | ||
Accounts payable | 509 | |
Accrued expenses and other current liabilities | 137 | |
Deferred revenue | 20 | |
Current portion of note payable | 6 | |
Warrant liability | 146 | |
Contingent consideration liability | 439 | |
Operating lease liability, current portion | 207 | |
Total current liabilities | 1,464 | |
Operating lease liability, net of current portion | 1,438 | |
Notes payable, net of current portion | 272 | |
Total liabilities | 3,174 | |
Nexgel [Member] | Contract Manufacturing [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 769 | 1,033 |
Nexgel [Member] | Custom and White Label Finished Goods [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 15 | 34 |
Nexgel [Member] | Branded Consumer Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 1,242 | 815 |
Nexgel [Member] | Other Incomes [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 76 | 166 |
CG Labs [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 1,987 | |
Cost of sales | 1,559 | |
Operating expenses | 492 | |
Loss from operations | (64) | |
Current assets: | ||
Cash | 242 | |
Accounts receivable, net | 607 | |
Inventory | 697 | |
Prepaid expenses and other current assets | 88 | |
Total current assets | 1,634 | |
Goodwill | ||
Intangibles | 204 | |
Property and equipment, net | 601 | |
Operating lease – right of use asset | 312 | |
Other assets | ||
Total assets | 2,751 | |
Current liabilities: | ||
Accounts payable | 724 | |
Accrued expenses and other current liabilities | 261 | |
Deferred revenue | ||
Current portion of note payable | 74 | |
Warrant liability | ||
Contingent consideration liability | ||
Operating lease liability, current portion | 26 | |
Total current liabilities | 1,085 | |
Operating lease liability, net of current portion | 289 | |
Notes payable, net of current portion | 241 | |
Total liabilities | 1,615 | |
CG Labs [Member] | Contract Manufacturing [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 1,979 | |
CG Labs [Member] | Custom and White Label Finished Goods [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | ||
CG Labs [Member] | Branded Consumer Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | ||
CG Labs [Member] | Other Incomes [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 8 |
Schedule of Business Acquisitio
Schedule of Business Acquisitions (Details) - USD ($) | 12 Months Ended | ||
Dec. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||
Preliminary goodwill | $ 1,128,000 | $ 311,000 | |
Kenkoderm Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Cash contributed by the Company | $ 546,500 | ||
Noncontrolling interest portion of CG Labs contributed business | 439,000 | ||
Consideration paid | 986,000 | ||
Inventory | 56,000 | ||
Product/Technology related intangibles | 77,000 | ||
Marketing related intangibles | 36,000 | ||
Other liabilities | |||
Total net assets acquired | 169,000 | ||
Preliminary goodwill | $ 817,000 | ||
CG Labs [Member] | |||
Business Acquisition [Line Items] | |||
Cash contributed by the Company | 500,000 | ||
Noncontrolling interest portion of CG Labs contributed business | 500,000 | ||
Consideration paid | 1,000,000 | ||
Product/Technology related intangibles | 217,000 | ||
Marketing related intangibles | 70,000 | ||
Total net assets acquired | 1,000,000 | ||
Preliminary goodwill | |||
Fixed assets | $ 213,000 |
Schedule of Unaudited Pro-Forma
Schedule of Unaudited Pro-Forma Results of Operations (Details) - Kenkoderm Acquisition [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Revenues, net | $ 5,522 | $ 4,014 |
Net loss allocable to common shareholders | $ (3,071) | $ (4,634) |
Net loss per share - basic | $ (0.54) | $ (0.83) |
Net loss per share - diluted | $ (0.54) | $ (0.83) |
Weighted average number of shares outstanding - basic | 5,671,842 | 5,574,818 |
Weighted average number of shares outstanding - diluted | 5,671,842 | 5,574,818 |
Acquisition (Details Narrative)
Acquisition (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 01, 2023 | Mar. 01, 2023 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | |||
Payment to acquire business | $ 500,000 | $ 500,000 | |
C.G. Laboratories Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Minority percentage | 50% | ||
Kenkoderm Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Cash payment for acquire assets | $ 546,500 | ||
Payments to acquire businesses, cash earn-out | 136,625 | ||
Net tangible assets acquired | $ 169,000 | ||
Joint Venture [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition percentage | 50% | ||
CG Labs [Member] | |||
Business Acquisition [Line Items] | |||
Cash payment for acquire assets | 500,000 | ||
Net tangible assets acquired | $ 1,000,000 | ||
Acquisition percentage | 50% |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases | |
2024 | $ 245 |
2025 | 245 |
2026 | 301 |
2027 | 315 |
2028 | 324 |
Thereafter | 790 |
Total undiscounted operating lease payments | 2,220 |
Less: Imputed interest | (260) |
Present value of operating lease liability | $ 1,960 |
Weighted average remaining lease term | 7 years 4 months 24 days |
Weighted average discount rate | 3% |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flows Information Related to Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Leases | |
Operating cash flows from operating lease | $ 238 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating lease expense | $ 303 | $ 246 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 899 | $ 295 |
Work-in-progress | 12 | 51 |
Finished goods | 408 | 156 |
Inventory, gross | 1,319 | 502 |
Less: Inventory reserve for excess and slow moving inventory | ||
Total | $ 1,319 | $ 502 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,225 | $ 1,315 |
Less: accumulated depreciation and amortization | (726) | (594) |
Property and equipment, net | 1,499 | 721 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,280 | 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 | $ 419 | 228 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 387 | $ 55 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 132 | $ 99 |
Schedule of Breakdown of Identi
Schedule of Breakdown of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 326 | $ 20 |
Technology-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets, gross | 325 | 31 |
Accumulated amortization | (98) | (26) |
Total | 227 | 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 | 113 | 7 |
Marketing-Related Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | (31) | (9) |
Total | $ 99 | $ 15 |
Schedule of Estimated Annual Am
Schedule of Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 119 | |
2025 | 126 | |
2026 | 63 | |
2027 | 13 | |
2028 | 2 | |
Thereafter | 3 | |
Total | $ 326 | $ 20 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 01, 2023 | Mar. 01, 2023 | May 29, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Expected life | 2 years 10 months 24 days | 2 years 10 months 24 days | |||
Amortization expense | $ 94 | $ 13 | |||
Sport Defense LLC [Member] | Technology Related and Customer Related Intangibles [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets | $ 55 | ||||
CG Labs JV [Member] | Technology Related and Customer Related Intangibles [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets | $ 287 | ||||
Kenkoderm [Member] | Technology Related and Customer Related Intangibles [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets | $ 113 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Salaries, benefits, and incentive compensation | $ 61 | $ 56 |
Franchise tax accrual | 52 | |
Margin line of credit | 245 | |
Other | 92 | 22 |
Total accrued expenses and other current liabilities | $ 398 | $ 130 |
Schedule of Reserved Common Sto
Schedule of Reserved Common Stock For Issued Securities in Relation (Details) | 12 Months Ended |
Dec. 31, 2023 shares | |
Equity [Abstract] | |
Share-based compensation plan | 560,650 |
Warrants to purchase common stock | 3,442,904 |
Restricted stock units | 64,562 |
Schedule of Information about I
Schedule of Information about Incentive Plan (Details) - shares | 12 Months Ended | ||||
Dec. 31, 2023 | May 03, 2021 | May 26, 2020 | |||
2019 Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Awards Reserved For Issuance | 871,429 | [1] | 57,143 | ||
Awards Issued | [1] | 649,833 | |||
Awards Exercised | [1] | 17,916 | |||
Awards Available for Grant | 221,596 | [1] | 485,715 | ||
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 Issued | [2] | 48,401 | |||
Awards Exercised | [2] | 48,401 | |||
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] - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of options, outstanding, beginning balance | 524,937 | 434,939 | |
Weighted average exercise price, outstanding beginning balance | $ 2.351416 | $ 1.678955 | |
Weighted average remaining contractual term | 7 years 11 months 12 days | 8 years 4 months 17 days | 8 years 6 months 21 days |
Number of options, granted | 117,532 | 195,000 | |
Weighted average exercise price, granted | $ 2.06041 | $ 3.3461538 | |
Weighted average remaining contractual term, granted | 10 years | 10 years | |
Number of options, exercised | (3,295) | ||
Weighted average exercise price, exercised | $ 1.75 | ||
Number of options, forfeited | |||
Weighted average exercise price, forfeited | |||
Number of options, cancelled | (69,854) | (100,001) | |
Weighted average exercise price, cancelled | $ 1.965823 | $ 1.40000 | |
Number of options, expired | (8,670) | (5,001) | |
Weighted average exercise price, expired | $ 1.703222 | $ 1.40000 | |
Number of options, outstanding, ending balance | 560,650 | 524,937 | 434,939 |
Weighted average exercise price, outstanding ending balance | $ 2.350742 | $ 2.351416 | $ 1.678955 |
Number of options, exercisable | 398,150 | ||
Weighted average exercise price, exercisable | $ 1.829884 | ||
Weighted average remaining contractual term, exercisable | 7 years 5 months 8 days |
Schedule of Assumptions used in
Schedule of Assumptions used in Share-based Compensation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Volatility | 277.84% | |
Risk-free interest rate | 4.06% | |
Dividend yield | 0% | 0% |
Expected term | 5 years | |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Volatility | 257.64% | |
Risk-free interest rate | 4.21% | |
Expected term | 5 years | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Volatility | 258.01% | |
Risk-free interest rate | 4.42% | |
Expected term | 5 years 6 months |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Units Granted (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of units, exercised and converted to common shares | (109,720,000) | |
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 | $ 1.43 | |
Number of units, granted | 37,037 | 96,114 |
Weighted average grant date fair value, granted | $ 1.35 | $ 1.61 |
Number of units, exercised and converted to common shares | (50,157) | (5,682) |
Weighted average grant date fair value, exercised and converted to common shares | $ 1.76522 | $ 4.40 |
Number of units, forfeited | (12,750) | |
Weighted average grant date fair value, forfeited | $ 1.82 | |
Number of units outstanding ending | 64,562 | 90,432 |
Weighted average grant date fair value outstanding ending | $ 1.82 | $ 1.43 |
Number of units exercisable | 13,750 | |
Weighted average grant date fair value exercisable | $ 1.82 |
Schedule of Common Stock Warran
Schedule of Common Stock Warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Number of warrants, outstanding beginning balance | 3,637,190 | 3,637,190 | |
Weighted average exercise price, outstanding beginning balance | $ 5.16281 | $ 5.16281 | |
Weighted average remaining contractual term | 2 years 10 months 13 days | 3 years 7 months 24 days | 4 years 7 months 17 days |
Number of warrants, granted | |||
Weighted average exercise price, granted | |||
Number of warrants, exercised | (109,720,000) | ||
Weighted average exercise price, exercised | $ 0.55 | ||
Number of warrants, forfeited | |||
Weighted average exercise price, forfeited | |||
Number of warrants, cancelled | (84,566,000) | ||
Weighted average exercise price, cancelled | $ 0.89 | ||
Number of warrants, expired | |||
Weighted average exercise price, expired | |||
Number of warrants, outstanding ending balance | 3,442,904 | 3,637,190 | 3,637,190 |
Weighted average exercise price, outstanding ending balance | $ 5.414793 | $ 5.16281 | $ 5.16281 |
Number of warrants, exercisable | 3,442,904 | ||
Weighted average exercise price, exercisable | $ 5.414793 | ||
Weighted average remaining contractual term, exercisable | 2 years 10 months 13 days |
Share-based Compensation (Detai
Share-based Compensation (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||
Aug. 17, 2023 | Mar. 23, 2023 | Mar. 08, 2023 | Jan. 03, 2023 | Oct. 01, 2022 | Aug. 01, 2022 | Jan. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | May 31, 2021 | May 03, 2021 | May 26, 2020 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Common stock reserved for issuance | 25,000,000 | 25,000,000 | |||||||||||
Restricted stock vesting, shares | 64,562 | ||||||||||||
Unrecognized share based compensation expense | $ 68,000 | ||||||||||||
Stock based compensation and restricted stock vesting | 217,000 | $ 298,000 | |||||||||||
Intrinsic value of vested outstanding warrants | $ 0 | $ 114,000 | |||||||||||
Director [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of options, granted | 90,000 | ||||||||||||
Exercise price of options | $ 2.05 | ||||||||||||
Award vesting rights, percentage | 25% | ||||||||||||
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 | |||||||||||
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 | ||||||||||||
2019 Plan [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Common stock reserved for issuance | 871,429 | [1] | 57,143 | ||||||||||
Common stock reserved for issuance | 571,429 | 57,143 | |||||||||||
Number of options, granted | 221,596 | [1] | 485,715 | ||||||||||
Common stock reserved for issuance | 485,715 | ||||||||||||
Additional common stock reserved for issuance | 300,000 | ||||||||||||
Shares reserved for issuance, awarded | $ 871,429 | ||||||||||||
Shares reserved for issuance, exercised | $ 609,687 | ||||||||||||
2019 Plan [Member] | Equity Option [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of shares granted | 117,532 | 195,000 | |||||||||||
Exercise price of options | $ 2.06041 | $ 3.3461538 | |||||||||||
Intrinsic value | $ 295,000 | $ 124,000 | |||||||||||
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] | 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] | 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 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 12 months | ||||||||||||
2019 Plan [Member] | Dr.Neil Chesen [Member] | Option One [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of options, granted | 65,000 | ||||||||||||
Exercise price of options | $ 2 | ||||||||||||
Number of options, vested | 15,000 | ||||||||||||
Number of options, expected to vest | 50,000 | ||||||||||||
Options, expiry date | Dec. 31, 2023 | ||||||||||||
2019 Plan [Member] | Dr.Neil Chesen [Member] | Option Two [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of options, granted | 25,000 | ||||||||||||
Exercise price of options | $ 2 | ||||||||||||
2019 Plan [Member] | Dr.Neil Chesen [Member] | Option Three [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of options, granted | 37,500 | ||||||||||||
Exercise price of options | $ 5.50 | ||||||||||||
Expiration period | 36 months | ||||||||||||
2019 Plan [Member] | Dr.Leonard Nelson [Member] | Option One [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of options, granted | 30,000 | ||||||||||||
Exercise price of options | $ 2 | ||||||||||||
Number of options, vested | 5,000 | ||||||||||||
Number of options, expected to vest | 25,000 | ||||||||||||
Expiration period | 10 years | ||||||||||||
2019 Plan [Member] | Dr.Leonard Nelson [Member] | Option One [Member] | Maximum [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Expiration period | 18 months | ||||||||||||
2019 Plan [Member] | Dr.Leonard Nelson [Member] | Option Two [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of options, granted | 37,500 | ||||||||||||
Exercise price of options | $ 5.50 | ||||||||||||
Expiration period | 10 years | ||||||||||||
2019 Plan [Member] | Dr.Leonard Nelson [Member] | Option Two [Member] | Maximum [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Expiration period | 36 months | ||||||||||||
[1]Includes incentive stock options and restricted stock units discussed below. |
Schedule of Debt Instruments (D
Schedule of Debt Instruments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 80 |
2025 | 89 |
2026 | 51 |
2027 | 55 |
2028 | 59 |
Thereafter | 259 |
Total | $ 593 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 13, 2024 | May 28, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||
Principal and accrued interest | $ 277 | $ 283 | ||
CG Labs Notes Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Notes payable | 231 | |||
CG Labs Notes Payable [Member] | Subsequent Event [Member] | ||||
Short-Term Debt [Line Items] | ||||
Agreements terms | 5 years | |||
Interest rate | 8% | |||
Debt instrument periodic payment | $ 4 | |||
CG Labs Notes Payable One [Member] | ||||
Short-Term Debt [Line Items] | ||||
Notes payable | 242 | |||
Advance payment of promissory note | $ 84 | |||
CG Labs Notes Payable One [Member] | Subsequent Event [Member] | ||||
Short-Term Debt [Line Items] | ||||
Agreements terms | 5 years | |||
Interest rate | 8% | |||
Debt instrument periodic payment | $ 5 | |||
Economic Injury Disaster Loan [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest rate | 3.75% | |||
Debt instrument periodic payment | $ 1,270 | |||
Borrowing capacity | 260,500 | |||
Loan advance | $ 8 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Sep. 02, 2021 | Mar. 11, 2021 | Dec. 31, 2023 | 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 | $ 15 | $ 1,336 | |||||
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 ($) $ in Thousands | 12 Months Ended | ||
Sep. 06, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair value, modification of warrants | $ 57 | $ 29 | $ 57 |
Fair value, change in fair value of warrant liability | $ (125) | $ (133) | |
Warrant [Member] | |||
Warrants outstanding, beginning balance | 265,305 | 265,305 | |
Fair value, beginning balance | $ 242 | $ 318 | |
Warrants outstanding, warrant modification | |||
Fair value, modification of warrants | $ 29 | $ 57 | |
Warrants outstanding, change in fair value of warrant liability | |||
Fair value, change in fair value of warrant liability | $ 19 | $ (133) | |
Warrants outstanding, exercise of warrants | (194,286,000) | ||
Fair value, exercise of wararnts | $ (144) | ||
Warrants outstanding, ending balance | 71,019 | 265,305 | |
Fair value, ending balance | $ 146 | $ 242 |
Warrant Liability (Details Narr
Warrant Liability (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||
Sep. 06, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | 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] | ||||||||||
Warrant modification expense | $ 57 | $ 29 | $ 57 | |||||||
Private Placement [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Warrants outstanding | 22,019 | 34,285 | 7,429 | 7,286 | 44,286 | 114,286 | 35,714 | |||
Private Placement [Member] | Minimum [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Exercise price | $ 0.49 | |||||||||
Private Placement [Member] | Maximum [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Exercise price | $ 5.25 |
Concentrations of Risk (Details
Concentrations of Risk (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Concentration Risk [Line Items] | ||
Cash, FDIC insured amount | $ 250 | |
Cash, exceeding | $ 106 | |
Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 20% | 29% |
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 69% | 40% |
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 22% | |
Customer Three [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 18% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) $ in Thousands | Dec. 31, 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 |
Schedule of Income Tax (Benefit
Schedule of Income Tax (Benefit) Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal: | ||
Current | $ (617) | $ (619) |
Deferred | 617 | 619 |
State and local: | ||
Current | (156) | (159) |
Deferred | 156 | 159 |
Income tax provision |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | 21% | 21% |
State tax rate, net of federal benefit | 5.30% | 5.30% |
Non-deductible expenses | (1.90%) | (9.70%) |
Timing differences | 0% | 0% |
Change in valuation allowance | (24.40%) | (16.60%) |
Income tax provision | 0% | 0% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 4,882 | $ 4,112 |
Other | 9 | 6 |
Total deferred tax assets | 4,891 | 4,118 |
Valuation allowance | (4,891) | (4,118) |
Deferred tax assets, net of valuation allowance |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income tax expense (benefit) | ||
Unrecognized tax benefits | 0 | 0 |
Deferred tax assets, operating loss carryforwards, state and local | 18,600,000 | 15,600,000 |
PANAMA | ||
Deferred tax assets, operating loss carryforwards, state and local | $ 18,600,000 | $ 15,600,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Subscription Agreements [Member] $ / shares in Units, $ in Thousands | Feb. 15, 2024 USD ($) $ / shares shares |
Registered Direct Offering [Member] | |
Subsequent Event [Line Items] | |
Sale of stock, number of shares issued in transaction | shares | 242,891 |
Sale of stock, price per share | $ / shares | $ 4.22 |
Exercise price, per share | $ / shares | $ 4 |
Warrants expire term | 5 years |
Gross proceeds from issuance of initial public offering | $ | $ 1,025 |
Registered Direct Offering [Member] | Minimum [Member] | |
Subsequent Event [Line Items] | |
Common stock outstanding percentage | 4.99% |
Registered Direct Offering [Member] | Maximum [Member] | |
Subsequent Event [Line Items] | |
Common stock outstanding percentage | 9.99% |
Registered Direct Offering [Member] | Common Stock [Member] | |
Subsequent Event [Line Items] | |
Sale of stock, number of shares issued in transaction | shares | 485,782 |
Sale of stock, price per share | $ / shares | $ 2.11 |
Registered Direct Offering [Member] | Warrant [Member] | |
Subsequent Event [Line Items] | |
Sale of stock, number of shares issued in transaction | shares | 242,891 |
Placement Agent [Member] | |
Subsequent Event [Line Items] | |
Sale of stock, number of shares issued in transaction | shares | 27,725 |
Exercise price, per share | $ / shares | $ 4 |
Cash fee of aggregate gross proceeds percentage | 6% |
Warrants exercisable period | 5 years |
Placement Agent [Member] | Non Affiliated Entity [Member] | |
Subsequent Event [Line Items] | |
Cash fee of aggregate gross proceeds percentage | 6% |
Placement Agent [Member] | Affiliated Entity [Member] | |
Subsequent Event [Line Items] | |
Cash fee of aggregate gross proceeds percentage | 3% |