Cover
Cover | 3 Months Ended |
Mar. 31, 2024 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Registrant Name | Better Choice Co Inc. |
Entity Central Index Key | 0001471727 |
Entity Tax Identification Number | 83-4284557 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 12400 Race Track Road |
Entity Address, City or Town | Tampa |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33626 |
City Area Code | (813) |
Local Phone Number | 659-5921 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 12400 Race Track Road |
Entity Address, City or Town | Tampa |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33626 |
City Area Code | (813) |
Local Phone Number | 659-5921 |
Contact Personnel Name | Kent Cunningham |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | |||
Cash and cash equivalents | $ 3,876 | $ 4,455 | $ 3,173 |
Restricted cash | 6,300 | ||
Accounts receivable, net | 4,340 | 4,354 | 6,744 |
Inventories, net | 5,201 | 6,611 | 10,257 |
Prepaid expenses and other current assets | 1,169 | 812 | 1,051 |
Total Current Assets | 14,586 | 16,232 | 27,525 |
Fixed assets, net | 198 | 230 | 375 |
Right-of-use assets, operating leases | 106 | 120 | 173 |
Intangible assets, net | 10,059 | ||
Goodwill | 405 | ||
Other assets | 149 | 155 | 544 |
Total Assets | 15,444 | 16,737 | 38,676 |
Current Liabilities | |||
Accounts payable | 7,478 | 6,928 | 2,932 |
Accrued and other liabilities | 1,505 | 2,085 | 2,596 |
Line of credit | 2,171 | 1,741 | |
Term loan, net | 3,054 | 2,881 | |
Operating lease liability | 58 | 57 | 52 |
Total Current Liabilities | 14,266 | 13,692 | 5,580 |
Non-current Liabilities | |||
Line of credit, net | 11,444 | ||
Operating lease liability | 52 | 67 | 124 |
Total Non-current Liabilities | 52 | 67 | 11,568 |
Total Liabilities | 14,318 | 13,759 | 17,148 |
Stockholders’ Equity | |||
Common Stock, $0.001 par value, 200,000,000 shares authorized, 729,026 & 668,869 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 34 | 32 | 29 |
Additional paid-in capital | 325,264 | 324,288 | 320,071 |
Accumulated deficit | (324,172) | (321,342) | (298,572) |
Total Stockholders’ Equity | 1,126 | 2,978 | 21,528 |
Total Liabilities and Stockholders’ Equity | $ 15,444 | $ 16,737 | $ 38,676 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued | 823,650 | 729,026 | 668,869 |
Common stock, shares outstanding | 823,650 | 729,026 | 668,869 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 7,903 | $ 9,237 | $ 38,592 | $ 54,660 |
Cost of goods sold | 5,289 | 5,996 | 26,795 | 39,399 |
Gross profit | 2,614 | 3,241 | 11,797 | 15,261 |
Operating expenses: | ||||
Selling, general and administrative | 5,080 | 6,496 | 24,444 | 35,430 |
Impairment of goodwill | 18,614 | |||
Impairment of intangible assets | 8,532 | |||
Total operating expenses | 5,080 | 6,496 | 32,976 | 54,044 |
Loss from operations | (2,466) | (3,255) | (21,179) | (38,783) |
Other expense: | ||||
Interest expense | (362) | (229) | (1,353) | (551) |
Change in fair value of warrant liabilities | (236) | |||
Total other expense | (362) | (229) | (1,589) | (551) |
Net loss before income taxes | (2,828) | (3,484) | (22,768) | (39,334) |
Income tax expense (benefit) | 2 | 2 | (18) | |
Net loss available to common stockholders | $ (2,830) | $ (3,484) | $ (22,770) | $ (39,316) |
Weighted average number of shares outstanding, basic | 786,745 | 692,615 | 705,185 | 667,114 |
Weighted average number of shares outstanding, diluted | 786,745 | 692,615 | 705,185 | 667,114 |
Net loss per share available to common stockholders, basic | $ (3.60) | $ (5.03) | $ (32.29) | $ (58.93) |
Net loss per share available to common stockholders, diluted | $ (3.60) | $ (5.03) | $ (32.29) | $ (58.93) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 29 | $ 317,102 | $ (259,256) | $ 57,875 |
Balance, shares at Dec. 31, 2021 | 662,417 | |||
Share-based compensation | 2,969 | 2,969 | ||
Share-based compensation, shares | 6,452 | |||
Net loss available to common stockholders | (39,316) | (39,316) | ||
Balance at Dec. 31, 2022 | $ 29 | 320,071 | (298,572) | 21,528 |
Balance, shares at Dec. 31, 2022 | 668,870 | |||
Share-based compensation | 861 | 861 | ||
Share-based compensation, shares | 24,247 | |||
Share issuance | $ 1 | (1) | ||
Net loss available to common stockholders | (3,484) | (3,484) | ||
Balance at Mar. 31, 2023 | $ 30 | 320,931 | (302,056) | 18,905 |
Balance, shares at Mar. 31, 2023 | 693,117 | |||
Balance at Dec. 31, 2022 | $ 29 | 320,071 | (298,572) | 21,528 |
Balance, shares at Dec. 31, 2022 | 668,870 | |||
Share-based compensation | $ 3 | 1,773 | 1,776 | |
Share-based compensation, shares | 60,157 | |||
Net loss available to common stockholders | (22,770) | (22,770) | ||
Reclassification of Alphia Warrants | 2,444 | 2,444 | ||
Balance at Dec. 31, 2023 | $ 32 | 324,288 | (321,342) | 2,978 |
Balance, shares at Dec. 31, 2023 | 729,026 | |||
Share-based compensation | 518 | 518 | ||
Share-based compensation, shares | 42,088 | |||
Share issuance | $ 2 | 58 | 60 | |
Share issuance, shares | 6,818 | |||
Equity issued in business combinations | 400 | 400 | ||
Equity issued in business combinations, shares | 45,629 | |||
Shares issued in lieu of fractional shares | ||||
Shares issued in lieu of fractional shares, shares | 89 | |||
Net loss available to common stockholders | (2,830) | (2,830) | ||
Balance at Mar. 31, 2024 | $ 34 | $ 325,264 | $ (324,172) | $ 1,126 |
Balance, shares at Mar. 31, 2024 | 823,650 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flow from Operating Activities: | ||||
Net loss available to common stockholders | $ (2,830) | $ (3,484) | $ (22,770) | $ (39,316) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 35 | 424 | 1,678 | 1,690 |
Amortization of debt issuance costs and discounts | 20 | 19 | 193 | 56 |
Goodwill impairment | 18,614 | |||
Intangible asset impairment | 8,532 | |||
Share-based compensation | 518 | 861 | 1,773 | 2,969 |
Change in fair value of warrant liabilities | 236 | |||
Amortization of prepaid assets | 2,095 | |||
Accreted interest expense on term loan | 153 | 291 | ||
Inventory reserve | (123) | (682) | (474) | 1,809 |
Loss of disposal of assets | 11 | 11 | ||
PIK interest expense on term loan | 125 | 254 | ||
Income tax provision | (2) | |||
Other | 49 | 4 | 126 | |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 24 | 427 | 2,387 | (66) |
Inventories | 1,533 | 2,056 | 4,120 | (6,821) |
Prepaid expenses and other assets | (355) | (230) | 628 | (1,047) |
Accounts payable | 550 | 196 | 3,996 | (761) |
Accrued and other liabilities | (705) | (1,071) | (760) | 99 |
Cash Provided by (Used in) Operating Activities | (1,006) | (1,473) | 97 | (20,553) |
Cash Flow from Investing Activities: | ||||
Capital expenditures | (3) | (10) | (18) | (198) |
Cash Used in Investing Activities | (3) | (10) | (18) | (198) |
Cash Flow from Financing Activities: | ||||
Payments on short-term financing arrangement | (248) | |||
Proceeds from revolving lines of credit | 1,906 | 12,317 | ||
Payments on revolving lines of credit | (13,500) | (5,640) | ||
Proceeds from line of credit | 7,841 | |||
Payments on line of credit | (6,100) | |||
Proceeds from term loan | 5,000 | |||
Payments on term loans | (5,450) | |||
Payment of loan issuance costs | (244) | (110) | ||
Proceeds from Wintrust Facility | 3,010 | |||
Payments on Wintrust Facility | (2,580) | |||
Proceeds from short-term financing arrangement | (41) | 413 | ||
Cash (Used in) Provided by Financing Activities | 430 | (41) | (5,097) | 1,282 |
Net decrease in cash and cash equivalents and restricted cash | (579) | (1,524) | (5,018) | (19,469) |
Total cash and cash equivalents and restricted cash, beginning of period | 4,455 | 9,473 | 9,473 | 28,942 |
Total cash and cash equivalents and restricted cash, end of period | 3,876 | 7,949 | 4,455 | 9,473 |
Cash paid during the year for: | ||||
Income taxes | 12 | |||
Interest | 64 | 237 | 543 | 444 |
Noncash items: | ||||
Aimia acquisition | $ 400 | |||
Reclassification of warrants to equity | $ 2,444 |
Nature of business and summary
Nature of business and summary of significant accounting policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of business and summary of significant accounting policies | Note 1 – Nature of business and summary of significant accounting policies Nature of the business Better Choice Company Inc. (the “Company”) is a pet health and wellness company focused on providing pet products and services that help dogs and cats live healthier, happier and longer lives. The Company has a broad portfolio of pet health and wellness products for dogs and cats sold under its Halo brand across multiple forms, including foods, treats, toppers, dental products, chews and supplements. The products consist of kibble and canned dog and cat food, freeze-dried raw dog food and treats, vegan dog food and treats, oral care products and supplements. Reverse stock split On March 8, 2024, the Company’s Board of Directors approved a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for-44 Accordingly, all share and per share amounts related to the Company’s common stock for all periods presented in the accompanying consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the Reverse Stock Split. The number of authorized shares and the par values of the common stock and convertible preferred stock were not adjusted as a result of the Reverse Stock Split. Basis of presentation The Company’s condensed consolidated financial statements are prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reports and accounting principles generally accepted in the U.S. (“GAAP”). Accordingly, the Condensed Consolidated Balance Sheet as of December 31, 2023 has been derived from the audited consolidated financial statements at that date but does not include all of the information required by GAAP for complete financial statements. Results of operations for interim periods may not be representative of results to be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in the Company’s Annual Report for the year ended December 31, 2023, filed with the SEC. Consolidation The condensed financial statements are presented on a consolidated basis and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates. In the opinion of management, the condensed consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations for the three months ended March 31, 2024 and 2023, the financial position as of March 31, 2024 and December 31, 2023 and the cash flows for the three months ended March 31, 2024 and 2023. Going concern considerations The Company is subject to risks common in the pet wellness consumer market including, but not limited to, dependence on key personnel, competitive forces, successful marketing and sale of its products, the successful protection of its proprietary technologies, ability to grow into new markets, and compliance with government regulations. The Company has continually incurred losses and has an accumulated deficit. The Company’s term loan agreement with Alphia imposes certain financial covenants, including minimum liquidity of $ 3.0 4.5 30 The Company is continuing to implement plans to achieve operating profitability, as well as implementing other strategic objectives to address liquidity. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Accordingly, the consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount of and classification of liabilities that may result should the Company be unable to continue as a going concern. Summary of significant accounting policies For additional information, please refer to the most recently filed Annual Report regarding the Company’s summary of significant accounting policies. Cash and cash equivalents Cash and cash equivalents include demand deposits held with banks and highly liquid investments with original maturities of ninety days or less at acquisition date. Cash and cash equivalents are stated at cost, which approximates fair value because of the short-term nature of these instruments. Advertising The Company charges advertising costs to expense as incurred and such charges are included in SG&A expense. The Company’s advertising expenses consist primarily of online advertising, search costs, email advertising and radio advertising. In addition, the Company reimburses its customers and third parties for in store activities and record these costs as advertising expenses. Advertising costs were $ 1.1 1.4 Reclassification Certain prior period amounts within the condensed consolidated statements of operations related to share-based compensation, previously presented as a separate line item, have been reclassified into selling, general and administrative expense to conform with current period presentation. All share-based compensation in the current and prior periods is a selling, general and administrative expense. New Accounting Standards Recently adopted There were no new standards that would have an impact on the condensed consolidated financial statements for the three months ended March 31, 2024. | Note 1 – Nature of business and summary of significant accounting policies Nature of the business Better Choice Company Inc. (the “Company”) is a pet health and wellness company focused on providing pet products and services that help dogs and cats live healthier, happier and longer lives. The Company has a broad portfolio of pet health and wellness products for dogs and cats sold under its Halo brand across multiple forms, including foods, treats, toppers, dental products, chews and supplements. The products consist of kibble and canned dog and cat food, freeze-dried raw dog food and treats, vegan dog food and treats, oral care products and supplements. Initial public offering The Company completed its initial public offering (the “IPO”) on July 1, 2021, in which it issued and sold 181,818 5.00 36.1 2.8 1.1 Upon the commencement of the IPO, all of the Company’s outstanding convertible notes payable automatically converted into 107,555 131,012 Reverse stock split On March 8, 2024, the Company’s Board of Directors approved a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for-44 , effective March 20, 2024 (the “Reverse Split”). In addition, the conversion rates of the Company’s outstanding preferred stock and convertible notes and the exercise prices of the Company’s underlying common stock purchase warrants and stock options were proportionately adjusted at the applicable reverse stock split ratio in accordance with the terms of such instruments. Proportionate voting rights and other rights of common stockholders were not affected by the Reverse Stock Split, other than as a result of the rounding up of fractional shares. No fractional shares of common stock were issued in connection with the Reverse Stock Split. Accordingly, all share and per share amounts related to the Company’s common stock for all periods presented in the accompanying consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the Reverse Stock Split. The number of authorized shares and the par values of the common stock and convertible preferred stock were not adjusted as a result of the Reverse Stock Split. Basis of presentation The Company’s consolidated financial statements are prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for annual financial reports and accounting principles generally accepted in the U.S. (“GAAP”). Consolidation The financial statements are presented on a consolidated basis and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates. In the opinion of management, the consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations for the years ended December 31, 2023 and 2022, the financial position as of December 31, 2023 and 2022 and the cash flows for the years ended December 31, 2023 and 2022. Going concern considerations The Company is subject to risks common in the pet wellness consumer market including, but not limited to, dependence on key personnel, competitive forces, successful marketing and sale of its products, the successful protection of its proprietary technologies, ability to grow into new markets, and compliance with government regulations. The Company has continually incurred losses and has an accumulated deficit. The Company’s term loan agreement with Alphia imposes certain financial covenants, including minimum liquidity of $ 3.0 4.5 30 During the third quarter, the Company received a notice of noncompliance from the NYSE American. If the Company fails to satisfy the continued listing requirements before the end of the cure period, the NYSE American may take steps to delist its common stock. Such a delisting or the announcement of such delisting will have a negative effect on the price of the Company’s common stock and would impair the ability for investors to sell or purchase the Company’s common stock. In the event of a delisting, the Company may attempt to take actions to restore its compliance with the NYSE American listing requirements, but can provide no assurance that any such action taken by the Company would allow its common stock to become listed again, stabilize the market price or improve the liquidity of its common stock, prevent its common stock from dropping below the NYSE American minimum listing requirements or prevent future non-compliance with the NYSE American listing requirements. If the Company does not maintain the listing of its common stock on NYSE American, it could make it harder for the Company to raise additional capital in the long-term. If the Company is unable to raise capital when needed in the future, it may have to cease or reduce operations. There can be no assurance that the Company will be able to satisfy the continued listing requirements in the future. The Company is continuing to implement plans to achieve operating profitability, as well as implementing other strategic objectives to address liquidity. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Accordingly, the consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount of and classification of liabilities that may result should the Company be unable to continue as a going concern. Summary of significant accounting policies Cash and cash equivalents Cash and cash equivalents include demand deposits held with banks and highly liquid investments with original maturities of ninety days or less at acquisition date. Cash and cash equivalents are stated at cost, which approximates fair value because of the short-term nature of these instruments. The Company’s cash equivalents are held in government money market funds and at times may exceed federally insured limits. For purposes of reporting cash flows, the Company considers all cash accounts that are not subject to withdrawal restrictions or penalties to be cash and cash equivalents. At December 31, 2022, the Company had $ 8.0 Restricted cash The Company was required to maintain a restricted cash balance of $ 6.3 no Accounts receivable and allowance for credit losses Accounts receivable consist of unpaid buyer invoices from the Company’s customers and credit card payments receivable from third-party credit card processing companies. Accounts receivable is stated at the amount billed to customers, net of point of sale and cash discounts. The Company assesses the collectability of all receivables on an ongoing basis by considering its historical credit loss experience, current economic conditions, and other relevant factors. Based on this analysis, an allowance for credit losses is recorded, and the provision is included within SG&A expense. The Company recorded approximately $ 0.1 Inventories Inventories, consisting of finished goods available for sale as well as packaging materials, are valued using the first-in first-out (“FIFO”) method and are recorded at the lower of cost or net realizable value. Cost is determined on a standard cost basis and includes the purchase price, as well as inbound freight costs and packaging costs. The Company regularly reviews inventory quantities on hand. Excess or obsolete reserves are established when inventory is estimated to not be sellable before expiration dates based on forecasted usage, product demand and product life cycle. Additionally, inventory valuation reflects adjustments for anticipated physical inventory losses that have occurred since the last physical inventory. Fixed Assets Fixed assets are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets, and depreciation expense is included within SG&A expense. Expenditures for normal repairs and maintenance are charged to operations as incurred. The cost of fixed assets that are retired or otherwise disposed of and the related accumulated depreciation are removed from the fixed asset accounts in the year of disposal and the resulting gain or loss is included in SG&A expense. The Company assesses potential impairments of its fixed assets whenever events or changes in circumstances indicate that the asset’s carrying value may not be recoverable. An impairment charge would be recognized when the carrying amount of the identified asset grouping exceeds its fair value and is not recoverable, which would occur if the carrying amount exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the identified asset grouping. Goodwill Goodwill is evaluated for impairment either through a qualitative or quantitative approach at least annually, or more frequently if an event occurs or circumstances change that indicate the carrying value of a reporting unit may not be recoverable. If a quantitative assessment is performed that indicates the carrying amount of a reporting unit exceeds its fair market value, an impairment loss is recognized to reduce the carrying amount to its fair market value. The fair market value is determined based on a weighting of the present value of projected future cash flows (the “income approach”) and the use of comparative market approaches (“market approach”). Factors requiring significant judgment include, among others, the assumptions related to discount rates, forecasted operating results, long-term growth rates, the determination of comparable companies and market multiples. Fair value measurements used in the impairment review of goodwill are Level 3 measurements. See further information about the Company’s policy for fair value measurements within this section below. See “Note 6 - Goodwill and intangible assets” for additional information regarding the goodwill impairment test. Intangible assets Finite-lived Intangible assets acquired are carried at cost, less accumulated amortization. Amortization expense is included in selling, general and administrative expenses on the consolidated statements of operations. The Company assesses long lived assets, including finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of the asset group may not be recoverable. The Company operates as a single reporting unit and as such, is the asset group when assessing finite-lived intangible assets for impairment. If impairment indicators are present, the Company performs a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to its long-lived asset group to its carrying value. If the carrying amount of an asset group is not recoverable, an impairment loss is recognized based on the excess of the carrying value of the impaired asset group over its fair value. An impairment loss for an asset group is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset of the group shall not reduce the carrying amount of that asset below its fair value whenever that fair value is determinable without undue cost and effort. Share repurchases On May 10, 2022, the Company’s board of directors approved a share repurchase program that authorized the repurchase of up to $ 3.0 no Common stock warrants Common stock warrants are recorded as either liabilities or as equity instruments, depending on the specific terms of the warrant agreement. Warrants classified as liabilities are revalued at each balance sheet date subsequent to the initial issuance and changes in the fair value are reflected in the Consolidated Statements of Operations as change in fair value of warrant liabilities. Upon exercise, the warrant is marked to fair value on the exercise date and the related fair value is reclassified to equity. Income taxes Income taxes are recorded in accordance with FASB ASC Topic 740, “Income Taxes (ASC 740)”, which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statements and tax bases of assets and liabilities and for loss and credit carryforwards using enacted tax rates anticipated to be in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that some or all the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. As of December 31, 2023 and 2022, the Company does not have any significant uncertain income tax positions. If incurred, the Company would classify interest and penalties on uncertain tax positions as income tax expense. The Company was incorporated on May 6, 2019. Prior to this date, the Company operated as a flow through entity for state and U.S. federal tax purposes. The Company files a U.S. federal and state income tax return, including for its wholly owned subsidiaries. Revenue Generally, the Company’s customer contracts have a single performance obligation, and revenue is recognized when the product is shipped as this is when it has been determined that control has been transferred. Amounts billed and due from customers are classified as receivables and require payment on a short-term basis and therefore do not have any significant financing components. Revenue is measured as the amount of consideration the Company expects in exchange for transferring goods, which varies with changes in trade incentives the Company offers to its customers. Trade incentives consist primarily of customer pricing allowances and merchandising funds, and point of sale discounts. Estimates of trade promotion expense and coupon redemption costs are based upon programs offered, timing of those offers, estimated redemption/usage rates from historical performance, management’s experience and current economic trends. Cost of goods sold Cost of goods sold consists primarily of the cost of product obtained from co-manufacturers, packaging materials, freight costs for shipping inventory to the warehouse, as well as third-party warehouse and order fulfillment costs. Advertising The Company charges advertising costs to expense as incurred and such charges are included in SG&A expense. The Company’s advertising expenses consist primarily of online advertising, search costs, email advertising and radio advertising. In addition, the Company reimburses its customers and third parties for in store activities and record these costs as advertising expenses. Advertising costs were $ 6.8 12.2 2.1 Freight Out Costs incurred for shipping and handling, including moving finished product to customers are included in SG&A expense. Shipping costs associated with moving finished products to customers were $ 1.3 1.6 Research and development Research and development costs related to developing and testing new products are expensed as incurred and included in SG&A expense. Research and development costs were $ 0.1 0.5 Share-based compensation Share-based compensation awards are measured at their estimated fair value on each respective grant date. The Company recognizes share-based payment expenses over the requisite service period. The Company’s share-based compensation awards are subject only to service based vesting conditions. Pursuant to ASC 718-10-35-8, the Company recognizes compensation cost for stock awards with only service conditions that have a graded vesting schedule on a straight-line basis over the service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. Forfeitures are recognized as they occur. Operating leases The Company determines if a contract or arrangement meets the definition of a lease at inception. The Company has elected to make the accounting policy election for short-term leases. For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. Lease renewal options are only included in the measurement if the Company is reasonably certain to exercise the optional renewals. Any variable lease costs, other than those dependent upon an index or rate, are expensed as incurred. If a lease does not provide a readily available implicit rate, the Company estimates the incremental borrowing discount rate based on information available at lease commencement. The Company’s only remaining operating lease as of December 31, 2023 relates to office space. There are no material residual value guarantees or material restrictive covenants. Fair value of financial instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy uses a framework which requires categorizing assets and liabilities into one of three levels based on the inputs used in valuing the asset or liability. Level 1 inputs are unadjusted, quoted market prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. Level 3 inputs include unobservable inputs that are supported by little, infrequent or no market activity and reflect management’s own assumptions about inputs used in pricing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s financial instruments recognized on the Consolidated Balance Sheets consist of cash and cash equivalents, restricted cash, accounts receivable, prepaid assets, accounts payable, term loan, line of credit, accrued liabilities and other liabilities. The fair value of the Company’s money market funds is based on quoted market prices using Level 1 inputs. The fair value for the Company’s term loan and line of credit approximates carrying value as the instrument has a variable interest rate that approximates market rates. The inputs related to the Company’s term loan and line of credit are reflected as Level 3 inputs. The Company values it’s warrant liabilities using Level 3 inputs. Fair value measurements of non-financial assets and non-financial liabilities reflect Level 3 inputs and are primarily used to measure the estimated fair values of goodwill, other intangible assets and long-lived assets impairment analyses. Basic and diluted (loss) income per share Basic and diluted (loss) income per share has been determined by dividing the net (loss) income available to common stockholders for the applicable period by the basic and diluted weighted average number of shares outstanding, respectively. Common stock equivalents are excluded from the computation of diluted weighted average shares outstanding when their effect is anti-dilutive. Segment information Operating segments are defined as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has viewed its operations and manages its business as one New Accounting Standards Recently adopted ASU 2016-13 “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” In June 2016, the FASB issued ASU 2016-13, a new standard to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The standard was effective for the Company on January 1, 2023. The new standard did not have a material impact on the consolidated financial statements for the year ended December 31, 2023. |
Revenue
Revenue | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue | Note 2 – Revenue The Company records revenue net of discounts, which primarily consist of trade promotions, certain customer allowances and early pay discounts. The Company excludes sales taxes collected from revenues. Retail-partner based customers are not subject to sales tax. The Company’s direct-to-consumer (“DTC”) loyalty program enables customers to accumulate points based on their spending. A portion of revenue is deferred at the time of sale when points are earned and recognized when the loyalty points are redeemed. Revenue channels The Company groups its revenue channels into four Information about the Company’s net sales by revenue channel is as follows (in thousands): Schedule of Information about Revenue Channels Three Months Ended March 31, 2024 2023 E-commerce (1) $ 3,265 41 % $ 3,895 42 % International (2) 2,874 37 % 2,311 25 % DTC 1,209 15 % 1,322 14 % Brick & mortar (3) 555 7 % 1,709 19 % Net Sales $ 7,903 100 % $ 9,237 100 % (1) The Company’s E-commerce channel includes two customers that amounted to greater than 10 3.2 3.8 (2) One of the Company’s International customers that distributes products in China amounted to greater than 10 2.2 2.1 (3) None of the Company’s Brick & Mortar customers represented greater than 10 | Note 2 – Revenue The Company records revenue net of discounts, which primarily consist of trade promotions, certain customer allowances and early pay discounts. The Company excludes sales taxes collected from revenues. Retail-partner based customers are not subject to sales tax. The Company’s direct-to-consumer (“DTC”) loyalty program enables customers to accumulate points based on their spending. A portion of revenue is deferred at the time of sale when points are earned and recognized when the loyalty points are redeemed. Revenue channels The Company groups its revenue channels into four Information about the Company’s net sales by revenue channel is as follows (in thousands): Schedule of Information about Revenue Channels Twelve Months Ended December 31, 2023 2022 E-commerce (1) $ 13,405 35 % $ 14,565 27 % Brick & Mortar $ 5,870 15 % $ 11,624 21 % DTC $ 5,597 15 % $ 6,620 12 % International (2) $ 13,720 35 % $ 21,851 40 % Net Sales $ 38,592 100 % $ 54,660 100 % (1) The Company’s E-commerce channel includes two customers that amounted to greater than 10 5.9 7.1 7.5 6.6 (2) One of the Company’s International customers that distributes products in China amounted to greater than 10 11.0 17.7 |
Inventories
Inventories | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | ||
Inventories | Note 3 - Inventories Inventories are summarized as follows (in thousands): Schedule of Inventories March 31, 2024 December 31, 2023 Food, treats and supplements $ 5,056 $ 6,296 Inventory packaging and supplies 1,113 1,166 Total Inventories 6,169 7,462 Inventory reserve (968 ) (851 ) Inventories, net $ 5,201 $ 6,611 | Note 3 - Inventories Inventories are summarized as follows (in thousands): Schedule of Inventories December 31, 2023 December 31, 2022 Food, treats and supplements $ 6,296 $ 10,212 Inventory packaging and supplies 1,166 1,699 Total Inventories 7,462 11,911 Inventory reserve (851 ) (1,654 ) Inventories, net $ 6,611 $ 10,257 |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Prepaid Expenses And Other Current Assets | ||
Prepaid expenses and other current assets | Note 4 – Prepaid expenses and other current assets Prepaid expenses and other current assets are summarized as follows (in thousands): Schedule of Prepaid Expenses and Other Current Assets March 31, 2024 December 31, 2023 Prepaid marketing expenses $ 451 $ 451 Other prepaid expenses and other current assets 718 361 Total Prepaid expenses and other current assets $ 1,169 $ 812 | Note 4 – Prepaid expenses and other current assets Prepaid expenses and other current assets are summarized as follows (in thousands): Schedule of Prepaid Expenses and Other Current Assets December 31, 2023 December 31, 2022 Prepaid advertising contract with iHeart (1) $ — $ — Prepaid marketing expenses 451 — Other prepaid expenses and other current assets 361 1,051 Total Prepaid expenses and other current assets $ 812 $ 1,051 (1) On August 28, 2019, the Company entered into a radio advertising agreement with iHeart Media + Entertainment, Inc. (“iHeart”) and issued 166,667 3.4 20,834 0.1 |
Fixed assets
Fixed assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Fixed assets | Note 5 - Fixed assets Fixed assets consist of the following (in thousands): Schedule of Fixed Assets Estimated Useful Life March 31, 2024 December 31, 2023 Equipment 2 5 $ 18 $ 18 Furniture and fixtures 2 5 221 221 Computer software, including website development 2 3 187 187 Computer equipment 1 2 111 108 Total fixed assets 537 534 Accumulated depreciation (339 ) (304 ) Fixed assets, net $ 198 $ 230 Depreciation expense was $ 0.04 million for the three months ended March 31, 2024 and March 31, 2023. | Note 5 - Fixed assets Fixed assets consist of the following (in thousands): Schedule of Fixed Assets Estimated Useful Life December 31, 2023 December 31, 2022 Equipment 2 5 $ 18 $ 7 Furniture and fixtures 2 5 221 221 Computer software, including website development 2 3 187 187 Computer equipment 1 2 108 129 Total fixed assets 534 544 Accumulated depreciation (304 ) (169 ) Fixed assets, net $ 230 $ 375 Depreciation expense was $ 0.2 |
Intangible assets
Intangible assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets | Note 6 – Intangible assets Intangible assets The Company’s intangible assets include the trade name and customer relationships. As of December 31, 2023, impairment indicators were present which required a recoverability test to be performed. As a result of the recoverability test, the carrying value of the asset group exceeded its fair value and the Company recorded an impairment charge of $ 8.5 The assumptions used in estimating the undiscounted future cash flows are based on currently available data and management’s best estimates of future income statement and working capital elements. A change in market conditions or other factors could have a material effect on the estimated values. Fair value was determined based on discounted cash flows requiring judgement. These factors include, among others, the assumptions related to discount rates, forecasted operating results, long-term growth rates, the determination of comparable companies and market multiples. The measurements used in the impairment review of finite-lived intangible assets are Level 3 measurements. There are inherent uncertainties related to the assumptions used and to management’s application of these assumptions. The Company’s intangible assets (in thousands) and related useful lives (in years) are as follows: Schedule of Intangible Assets December 31, 2023 Estimated useful life Gross carrying amount Accumulated amortization Impairment loss Net carrying amount Customer relationships 7 $ 7,190 $ (4,142 ) $ (3,048 ) $ — Trade name 15 7,500 (2,016 ) (5,484 ) — Total intangible assets $ 14,690 $ (6,158 ) $ (8,532 ) $ — Amortization expense was $ 0.4 no | Note 6 – Goodwill and intangible assets Intangible assets Goodwill The change in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 is summarized as follows (in thousands): Schedule of goodwill December 31, 2023 December 31, 2022 Beginning balance $ — $ 18,614 Impairment expense — (18,614 ) Ending balance $ — $ — Goodwill is evaluated for impairment if an event occurs or circumstances change that indicate the carrying value of a reporting unit may not be recoverable. During July 2022, the Company completed a legal merger of TruPet and Halo, Purely for Pets, Inc., a wholly owned subsidiary of Better Choice Company Inc. (“Halo”), with Halo as the surviving entity in connection with the execution of rebranding its former TruDog brand under the Halo brand umbrella. In conjunction with the legal merger and rebranding, the Company performed an analysis of its reporting units and concluded it has one Under the quantitative approach, the Company makes various estimates and assumptions to determine the estimated fair value of the reporting unit using a combination of a discounted cash flow model and a guideline comparable analysis. The fair value measurements used in the impairment review of goodwill are Level 3 measurements which include unobservable inputs that are supported by little, infrequent or no market activity and reflect management’s own assumptions. The key assumptions used in estimating the fair value of its reporting units as of July 1, 2022 and October 1, 2022 utilizing the income approach include the discount rate and revenue growth rates. The discount rate utilized in estimating the fair value of its reporting units as of July 1, 2022 and October 1 2022 was 20.0 18.6 Intangible assets The Company’s intangible assets include the trade name and customer relationships. As of December 31, 2023, impairment indicators were present which required a recoverability test to be performed. As a result of the recoverability test, the carrying value of the asset group exceeded its fair value and the Company recorded an impairment charge of $ 8.5 The assumptions used in estimating the undiscounted future cash flows are based on currently available data and management’s best estimates of future income statement and working capital elements. A change in market conditions or other factors could have a material effect on the estimated values. Fair value was determined based on discounted cash flows requiring judgement. These factors include, among others, the assumptions related to discount rates, forecasted operating results, long-term growth rates, the determination of comparable companies and market multiples. The measurements used in the impairment review of finite-lived intangible assets are Level 3 measurements. There are inherent uncertainties related to the assumptions used and to management’s application of these assumptions. The Company’s intangible assets (in thousands) and related useful lives (in years) are as follows: Schedule of Intangible Assets December 31, 2023 Estimated Useful Life (in years) Gross Carrying Amount Accumulated Amortization Impairment Loss Net Carrying Amount Customer relationships — $ 7,190 $ (4,142 ) $ (3,048 ) $ — Trade name — 7,500 (2,016 ) (5,484 ) — Total intangible assets $ 14,690 $ (6,158 ) $ (8,532 ) $ — December 31, 2022 Estimated Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 7 $ 7,190 $ (3,115 ) $ 4,075 Trade name 15 7,500 (1,516 ) 5,984 Total intangible assets $ 14,690 $ (4,631 ) $ 10,059 Amortization expense was $ 1.5 The Company assesses intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. If impairment indicators are present, the Company performs a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to these long-lived assets to their carrying value. The assumptions used in estimating the undiscounted future cash flows are based on currently available data and management’s best estimates of revenues, EBITDA margins, and working capital and, accordingly, a change in market conditions or other factors could have a material effect on the estimated values. There are inherent uncertainties related to the assumptions used and to management’s application of these assumptions. As a result of the recoverability test performed, the carrying value of the asset group exceeded its fair value, therefore a quantitative impairment test was performed to compare the fair value of the trade name and customer relationships assets with their carrying value. As a result, the Company recorded an impairment charge of $ 8.5 |
Accrued and other liabilities
Accrued and other liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | ||
Accrued and other liabilities | Note 7 – Accrued and other liabilities Accrued and other liabilities consist of the following (in thousands): Schedule of Accrued and Other Liabilities March 31, 2024 December 31, 2023 Accrued taxes $ 94 $ 105 Accrued payroll and benefits 479 487 Accrued trade promotions and advertising 203 90 Accrued interest 379 254 Accrued commissions — 686 Deferred revenue 15 7 Short-term financing 40 162 Other 295 294 Total accrued and other liabilities $ 1,505 $ 2,085 | Note 7 – Accrued and other liabilities Accrued and other liabilities consist of the following (in thousands): Schedule of Accrued and Other Liabilities December 31, 2023 December 31, 2022 Accrued taxes 105 110 Accrued payroll and benefits 487 688 Accrued trade promotions and advertising 90 567 Accrued interest 254 84 Accrued commissions 686 385 Deferred revenue 7 336 Short-term financing 162 165 Other 294 261 Total accrued and other liabilities $ 2,085 $ 2,596 |
Debt
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Debt | Note 8 – Debt The components of the Company’s debt consist of the following (in thousands): Schedule of Components of Debt March 31, 2024 December 31, 2023 Amount Rate Maturity date Amount Rate Maturity date Term loan, net $ 3,054 (1) 6/21/2026 $ 2,881 (1) 6/21/2026 Line of credit, net $ 2,171 (2) 6/21/2025 $ 1,741 (2) 6/21/2025 Total debt 5,225 4,622 Less current portion 5,225 4,622 Total long-term debt $ — $ — (1) Interest at a fixed rate of 10.00 (2) Interest at a variable rate of the daily U.S. Federal Funds Rate plus 250 5.50 Wintrust Receivables Credit Facility On June 21, 2023, the Company entered into an account purchase agreement with Wintrust Receivables Finance (AP Agreement), a division of Wintrust Bank N.A. (“Wintrust”) pursuant to which Wintrust will purchase, at its discretion, eligible customer invoices and advance up to 75 4.8 2.5 11.0 two years 60 days The Wintrust Receivables Credit Facility limits or restrict the ability of the Company to incur additional indebtedness; incur additional liens; make dividends and other restricted payments; make investments; sell, assign, transfer or dispose of certain assets; make optional prepayments of other indebtedness; engage in transactions with affiliates; and enter into restrictive agreements. The Wintrust Receivables Credit Facility does not include any financial covenants and if an event of default occurs, Wintrust is entitled to accelerate the advances made thereunder and exercise rights against the collateral. Borrowing under the Wintrust Receivables Credit Facility are classified as current debt as a result of a required lockbox arrangement and a subjective acceleration clause. During the three months ended March 31, 2024, the Company sold receivables having an aggregate face value of $ 4.0 3.0 2.2 Alphia Term Loan Facility On June 21, 2023, the Company entered into a term loan credit agreement (the “Term Loan Agreement”) with Alphia Inc. (“Alphia”), a custom manufacturer of super-premium pet food in the U.S. Pursuant to the Term Loan Agreement, Alphia made a term loan to the Company in the original principal amount of $ 5.0 The Term Loan bears an interest rate of 10 The Term Loan is secured by a general security interest on the assets, including the intellectual property, of the Company and Halo pursuant to (i) that certain Term Loan Security Agreement, dated June 21, 2023, made by the Company and Halo in favor of Alphia (the “Security Agreement”) and (ii) that certain Intellectual Property Security Agreement, dated as of June 21, 2023 of the Company and Halo in favor of Alphia (the “Intellectual Property Security Agreement”). The Company has also pledged all of the capital stock of Halo held by the Company as additional collateral for the Term Loan. The term Loan is guaranteed by Halo pursuant to that certain Term Loan Guaranty, dated as of June 21, 2023, by and between Halo and Alphia (the “Term Loan Guaranty”). As of March 31, 2024, the Company’s indebtedness on the Alphia Term Loan Facility is $ 5.0 0.4 2.2 0.2 Future Debt Maturities Future debt maturities as of March 31, 2024 and for succeeding years are as follows (in thousands): Schedule of Future Debt Maturities Year ending December 31: 2024 $ 5,379 2025 — 2026 — Total $ 5,379 | Note 8 – Debt The components of the Company’s debt consist of the following (in thousands): Schedule of Components of Debt December 31, 2023 December 31, 2022 Amount Rate Maturity Amount Rate Maturity Term loan, net $ 2,881 (2) 6/21/2026 $ — Line of credit, net 1,741 (3) 6/21/2025 11,444 (1) 10/31/2024 Total debt 4,622 11,444 Less current portion 4,622 — Total long-term debt $ — $ 11,444 (1) Interest at a variable rate of the daily U.S. Federal Funds Rate plus 375 3.75 (2) Interest at a fixed rate of 10.00 (3) Interest at a variable rate of the daily U.S. Federal Funds Rate plus 250 5.50 Wintrust term loan and lines of credit On January 6, 2021, Halo entered into a credit facility with Old Plank Trail Community Bank, N.A., an affiliate of Wintrust Bank, N.A. (“Wintrust”) consisting of a $ 6.0 6.0 January 6, 2024 250 2.50 285 375 3.75 January 6, 2024 to October 31, 2024 The Wintrust Credit Facility subjected the Company to certain financial covenants, including the maintenance of a fixed charge coverage ratio of no less than 1.25 to 1.00 13.0 12.0 8.5 The Wintrust Credit Facility is secured by a general guaranty and security interest on the assets, including the intellectual property, of the Company and its subsidiaries. The Company has also pledged all of the capital stock of Halo held by the Company as additional collateral. Furthermore, the Wintrust Credit Facility was supported by a collateral pledge by a member of the Company’s board of directors; as a result of the First Wintrust Amendment described below, this collateral pledge was terminated and released. On August 13, 2021, Halo entered into the first amendment to the Wintrust Credit Facility (the “First Wintrust Amendment”) to increase the revolving line of credit from $ 6.0 7.5 7.2 6.9 6.0 7.5 13.5 6.3 As part of the Third Wintrust Amendment described above, Halo used a portion of the increased revolving credit facility to repay and retire the outstanding term loan portion of the Wintrust Credit Facility. On June 21, 2023, the Company paid off the entire balance in the sum of $ 13.5 As of December 31, 2023, there was no 11.4 0.2 Wintrust Receivables Credit Facility On June 21, 2023, the Company entered into an account purchase agreement with Wintrust Receivables Finance (AP Agreement), a division of Wintrust Bank N.A. (“Wintrust”) pursuant to which Wintrust will purchase, at its discretion, eligible customer invoices and advance up to 75 4.8 2.5 11.0 two years 60 days The Wintrust Receivables Credit Facility limits or restrict the ability of the Company to incur additional indebtedness; incur additional liens; make dividends and other restricted payments; make investments; sell, assign, transfer or dispose of certain assets; make optional prepayments of other indebtedness; engage in transactions with affiliates; and enter into restrictive agreements. The Wintrust Receivables Credit Facility does not include any financial covenants and if an event of default occurs, Wintrust is entitled to accelerate the advances made thereunder and exercise rights against the collateral. Borrowing under the Wintrust Receivables Credit Facility are classified as current debt as a result of a required lockbox arrangement and a subjective acceleration clause. During the year ended December 31, 2023, the Company sold receivables having an aggregate face value of $ 10.5 7.8 1.7 Alphia Term Loan Facility On June 21, 2023, the Company entered into a term loan credit agreement (the “Term Loan Agreement”) with Alphia Inc. (“Alphia”), a custom manufacturer of super-premium pet food in the U.S. Pursuant to the Term Loan Agreement, Alphia made a term loan to the Company in the original principal amount of $ 5.0 The Term Loan bears an interest rate of 10 The Term Loan is secured by a general security interest on the assets, including the intellectual property of the Company and Halo pursuant to (i) that certain Term Loan Security Agreement, dated June 21, 2023, made by the Company and Halo in favor of Alphia (the “Security Agreement”) and (ii) that certain Intellectual Property Security Agreement, dated as of June 21, 2023, of the Company and Halo in favor of Alphia (the “Intellectual Property Security Agreement”). The Company has also pledged all of the capital stock of Halo held by the Company as additional collateral for the Term Loan. The term Loan is guaranteed by Halo pursuant to that certain Term Loan Guaranty, dated as of June 21, 2023, by and between Halo and Alphia (the “Term Loan Guaranty”). As of December 31, 2023, the Company’s indebtedness on the Alphia Term Loan Facility is $ 5.0 0.3 2.2 0.2 Future Debt Maturities Future debt maturities as of December 31, 2023 and for succeeding years are as follows (in thousands): Schedule of Future Debt Maturities Year ending December 31: 2024 $ 5,291 2025 $ — 2026 $ — Total $ 5,291 |
Business combinations
Business combinations | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Business combinations | Note 9 - Business combinations During the three months ended March 31, 2024, the Company completed the acquisition of Aimia Pet Healthco, Inc. (“Aimia”), effective February 9, 2024, to develop treats and toppers that safely combat pet obesity. The Company completed a business combination for a purchase price of $ 0.4 15 The recorded purchase price for the business combination includes an estimation of the fair value of equity interests, which is calculated based on the value of the Company’s common stock on the closing date. Aimia is a pre-revenue business and there were no operating results related to this business combination to include in the condensed consolidated statements of operations for the three months ended March 31, 2024 since the acquisition date. Acquisition-related costs incurred in connection with business combinations are recorded in selling, general and administrative expenses in the condensed consolidated statements of operations. The Company incurred acquisition-related costs from this business combination of less than $ 0.1 In November 2023, Aimia entered into a memorandum of understanding (“MOU”) which establishes an R&D partnership with doctors and a lab which would facilitate the development a GLP-1 supplement for pets. In connection with the MOU, 6,818 0.1 Due to the timing of the completion of the acquisition, the purchase price and related allocation are preliminary and could be revised as a result of adjustments made to the purchase price, additional information obtained regarding assets acquired and liabilities assumed, and revisions of provisional estimates of fair values, including, but not limited to appraisals and valuations. The purchase price allocation will be finalized within the measurement period of up to one year from the acquisition date. The table below provides a summary of the total consideration and the estimated purchase price allocation made for the business combination that became effective during the three months ended March 31, 2024. Schedule of Estimated Purchase Price Allocation Made for Business Combination Aimia Common stock $ 399,713 Total consideration $ 399,713 Subscription receipts receivable $ 1,100 HST Receivable 856 Goodwill 405,194 Total assets acquired $ 407,150 AP and accruals $ 7,437 Total liabilities acquired $ 7,437 Net assets acquired $ 399,713 The factors contributing to the recognition of the amount of goodwill are based on expanding research and development to develop dog treats that mirror the weight loss benefits of brands including Slentrol, Wegovy, Ozempic, and Mounjaro with added protein and nutrients from the Company’s Halo products to promote lean muscle and overall pet health. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 10 - Fair Value Measurements The carrying amounts of cash and cash equivalents, trade accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses approximate fair value because of the short-term nature of these financial instruments. The carrying amounts of borrowings under credit facilities approximates fair value as variable interest rates on these instruments approximates current market rates. The Company estimates the fair value of the term loan based on a discounted cash flow method. The carrying value of the term loan was based on an accounting entry where proceeds from the loan were first allocated to the warrants liabilities. The following table presents the carrying amount and fair value of the Company’s term note, line of credit and warrants liabilities by hierarchy level: Schedule of Carrying Amount and Fair Value March 31, 2024 December 31, 2023 Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value Term loan Level 3 (2) $ 3,054 $ 3,565 $ 2,881 $ 3,314 Line of credit Level 2 (1) $ 2,171 $ 2,171 $ 1,741 $ 1,741 (1) the fair value estimates are based upon observable market data (2) the fair value estimates are based on unobservable inputs reflecting management’s assumptions about inputs used in pricing the asset or liability | Note 9 - Fair Value Measurements The carrying amounts of cash and cash equivalents, trade accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses approximate fair value because of the short-term nature of these financial instruments. The carrying amounts of borrowings under credit facilities approximates fair value as variable interest rates on these instruments approximates current market rates. The Company estimates the fair value of the term loan based on a discounted cash flow method. The carrying value of the term loan was based on an accounting entry where proceeds from the loan were first allocated to the warrants liabilities. The following table presents the carrying amount and fair value of the Company’s term note and line of credit by hierarchy level: Schedule of Carrying Amount and Fair Value December 31, 2023 December 31, 2022 Fair Value Carrying Fair Carrying Fair Term loan, net Level 3 (2) $ 2,881 $ 3,314 $ — $ — Line of credit Level 2 (1) $ 1,741 $ 1,741 $ 11,444 $ 11,444 (1) the fair value estimates are based upon observable market data (2) the fair value estimates are based on unobservable inputs reflecting management’s assumptions about inputs used in pricing the asset or liability |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and contingencies | Note 11 – Commitments and contingencies The Company has manufacturing agreements with its vendors that provides for the company to make its commercial best efforts to purchase minimum quantities in the ordinary course of business. There are no The Company may be involved in legal proceedings, claims, and regulatory, tax, or government inquiries and investigations that arise in the ordinary course of business resulting in loss contingencies. The Company accrues for loss contingencies when losses become probable and are reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. Legal costs such as outside counsel fees and expenses are charged to expense in the period incurred and are recorded in SG&A expenses. The Company does not accrue for contingent losses that are considered to be reasonably possible, but not probable; however, the Company discloses the range of such reasonably possible losses. Loss contingencies considered remote are generally not disclosed. Litigation is subject to numerous uncertainties and the outcome of individual claims and contingencies is not predictable. It is possible that some legal matters for which reserves have or have not been established could result in an unfavorable outcome for the Company and any such unfavorable outcome could be of a material nature or have a material adverse effect on the Company’s consolidated financial condition, results of operations and cash flows. Management is not aware of any claims or lawsuits that may have a material adverse effect on the consolidated financial position or results of operations of the Company. On March 25, 2024, the Company initiated a legal action to enforce a right of first refusal option exercised by Alphia pursuant to the terms of a written agreement between Alphia and the Company whereby Alphia was to acquire the assets of Halo. As of March 31, 2024, the Company is unable to predict the outcome or impact on its business and financial results. | Note 10 – Commitments and contingencies The Company has manufacturing agreements with its vendors that provides for the company to make its commercial best efforts to purchase minimum quantities in the ordinary course of business. The Company had no The Company may be involved in legal proceedings, claims, and regulatory, tax, or government inquiries and investigations that arise in the ordinary course of business resulting in loss contingencies. The Company accrues for loss contingencies when losses become probable and are reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. Legal costs such as outside counsel fees and expenses are charged to expense in the period incurred and are recorded in SG&A expenses. The Company does not accrue for contingent losses that are considered to be reasonably possible, but not probable; however, the Company discloses the range of such reasonably possible losses. Loss contingencies considered remote are generally not disclosed. Litigation is subject to numerous uncertainties and the outcome of individual claims and contingencies is not predictable. It is possible that some legal matters for which reserves have or have not been established could result in an unfavorable outcome for the Company and any such unfavorable outcome could be of a material nature or have a material adverse effect on the Company’s consolidated financial condition, results of operations and cash flows. Management is not aware of any claims or lawsuits that may have a material adverse effect on the consolidated financial position or results of operations of the Company. |
Warrants
Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Warrants | ||
Warrants | Note 12 – Warrants The following summarizes the Company’s outstanding warrants to purchase shares of the Company’s common stock as of and for the three months ended March 31, 2024 and December 31, 2023: Schedule of Outstanding Warrants Warrants Weighted Average Exercise Price Warrants outstanding as of December 31, 2023 550,039 $ 2.47 Issued — $ — Exercised — $ — Terminated/Expired — $ — Warrants outstanding as of March 31, 2024 550,039 $ 2.47 The intrinsic value of outstanding warrants was $ 0.0 In conjunction with the Alphia Term Loan Facility mentioned in Note 8 - Debt, the Company issued to Alphia (i) a warrant (the “First Tranche Warrant”) to purchase 148,758 0.001 11.44 186,882 11.44 June 21, 2028 Additionally, in conjunction with the Term Loan, the Company entered into a Side Letter Agreement with Alphia (the “Side Letter”) pursuant to which Alphia was granted a right of first refusal on any of the following relating to the Company or any of its subsidiaries and to the extent such transactions constitute a change of control: (i) any transfer, sale, lease or encumbrance of all or any portion of the capital stock or assets (other than the sale of inventory in the ordinary course of business), (ii) any merger, consolidation or other business combination, (iii) any recapitalization, reorganization or any other extraordinary business transaction, (iv) or any equity issuance or debt incurrence. Alphia’s right of first refusal is effective so long as the Term Loan remains outstanding and for a period of 12 The Company evaluated the Alphia Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”) and concluded they did not initially meet the criteria to be classified in shareholders’ equity. Specifically, there were contingent exercise provisions and settlement provisions that existed, including provisions where the number of shares available under the warrants may be adjusted based on a percentage of equity. Because the number of outstanding common shares was not a fair value input to a fixed-for-fixed model, this provision violated indexation guidance. Therefore, the warrants were not indexed to the Company’s stock. The Alphia warrant liabilities were remeasured at fair value each reporting period until provisions precluding equity classification lapsed and the Company reassessed the warrants classification on December 21, 2023. The total value of the consideration received in connection with the Alphia Term Loan Agreement was first allocated to warrants liabilities at fair value, with the remainder allocated to the Alphia Term Loan Agreement. Accordingly, the Company recorded a discount of $ 2.2 The anti-dilution provisions which previously precluded equity treatment of the warrants, expired on December 21, 2023, and thus the warrants were reclassified and presented in equity as of December 31, 2023. | Note 11 – Warrants The following summarizes the Company’s outstanding warrants to purchase shares of the Company’s common stock as of and for the years ended December 31, 2023 and 2022: Schedule of Outstanding Warrants Warrants Weighted Average Warrants outstanding as of December 31, 2021 214,400 $ 5.92 Issued — $ — Exercised — $ — Terminated/Expired — $ — Warrants outstanding as of December 31, 2022 214,400 $ 5.92 Issued 335,639 $ 11.44 Exercised — $ — Terminated/Expired — $ — Warrants outstanding as of December 31, 2023 550,039 $ 2.47 The intrinsic value of outstanding warrants was $ 0.0 million as of December 31, 2023 and 2022, respectively. The following discussion provides details on the various types of outstanding warrants and the related relevant disclosures around each type. The warrants shown in the table above outstanding as of December 31, 2022, are equity classified warrants issued between May 2019 and January 2021. There was no In conjunction with the Alphia Term Loan Facility mentioned in Note 8 - Debt, the Company issued to Alphia (i) a warrant (the “First Tranche Warrant”) to purchase 148,758 0.001 11.44 186,882 11.44 June 21, 2028 Additionally, in conjunction with the Term Loan, the Company entered into a Side Letter Agreement with Alphia (the “Side Letter”) pursuant to which Alphia was granted a right of first refusal on any of the following relating to the Company or any of its subsidiaries and to the extent such transactions constitute a change of control: (i) any transfer, sale, lease or encumbrance of all or any portion of the capital stock or assets (other than the sale of inventory in the ordinary course of business), (ii) any merger, consolidation or other business combination, (iii) any recapitalization, reorganization or any other extraordinary business transaction, (iv) or any equity issuance or debt incurrence. Alphia’s right of first refusal is effective so long as the Term Loan remains outstanding and for a period of 12 The Company evaluated the Alphia Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”) and concluded they did not initially meet the criteria to be classified in shareholders’ equity. Specifically, there were contingent exercise provisions and settlement provisions that existed, including provisions where the number of shares available under the warrants may be adjusted based on a percentage of equity. Because the number of outstanding common shares was not a fair value input to a fixed-for-fixed model, this provision violated indexation guidance. Therefore, the warrants were not indexed to the Company’s stock. The Alphia warrant liabilities were remeasured at fair value each reporting period until provisions precluding equity classification lapsed and the Company reassessed the warrants classification on December 21, 2023. The total value of the consideration received in connection with the Alphia Term Loan Agreement was first allocated to warrants liabilities at fair value, with the remainder allocated to the Alphia Term Loan Agreement. Accordingly, the Company recorded a discount of $ 2.2 The Alphia warrant liabilities were determined using a risk-neutral Monte Carlo simulation based approach, a Level 3 valuation. The significant inputs to the warrant liabilities were as follows: Schedule of Significant Inputs to Warrants Liabilities December 21, 2023 First Tranche Second Tranche Exercise price $ 11.44 $ 11.44 Stock price $ 12.00 $ 12.00 Volatility 62.0 % 62.0 % Time to maturity 5 5 Risk-free rate 3.92 % 3.92 % Dividend yield — % — % The following table summarizes the Alphia warrant liability activity for twelve months ended December 31, 2023: Schedule of Warrant Liability Activity Balance as of December 31, 2022 $ — Warrant liabilities issued 2,208 Change in fair value of warrant liabilities 236 Reclassification of warrants liabilities to equity (2,444 ) Balance as of December 31, 2023 $ — The change in fair value related to the Alphia warrant liabilities was $ 0.2 |
Share-based compensation
Share-based compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Share-based compensation | Note 13 – Share-based compensation During the three months ended March 31, 2024 and March 31, 2023, the Company recognized $ 0.5 0.9 On November 11, 2019, the Company received shareholder approval for the Amended and Restated 2019 Incentive Award Plan (the “Amended 2019 Plan”). The Amended 2019 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, other stock or cash-based awards or a dividend equivalent award. The Amended 2019 Plan authorized the issuance of 24,621 34,091 10 204,546 61,364 127,606 194,493 Stock options The following table provides detail of the options granted and outstanding (dollars in thousands): Schedule of Options Granted and Outstanding Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Options outstanding as of December 31, 2023 54 $ 5.03 5.7 $ — Granted — — Forfeited/Expired (3 ) $ 6.78 Options outstanding as of March 31, 2024 51 $ 4.95 5.7 $ — Options exercisable as of March 31, 2024 45 $ 5.42 5.4 $ — Options granted under the Amended 2019 Plan vest over a period of two three years During the three months ended March 31, 2024 and March 31, 2023, $ 0.1 0.3 0.1 0.4 The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model, using the following assumptions primarily based on historical data: Schedule of Fair Value Assumptions Three Months Ended March 31, 2024 2023 Risk-free interest rate 0.33 4.02 % 0.33 4.02 % Expected volatility (1) 0.0 72.5 % 0.0 72.5 % Expected dividend yield — % — % Expected life (years) (2) 0 7.6 0 7.6 (1) Expected volatility was determined using a combination of historical volatility and implied volatility. (2) For certain options, the simplified method is utilized to determine the expected life due to the lack of historical data. Restricted Stock Awards In January 2023, the Company granted 20,292 0.5 In January 2023, the Company granted 4,545 0.1 During the first quarter of 2023, the Company granted 409 0.1 During the second quarter of 2023, the Company granted 909 0.1 During the third quarter of 2023, the Company granted 34,090 0.3 In February 2024, the Company granted 42,088 0.4 | Note 12 – Share-based compensation During the year ended December 31, 2023 and December 31, 2022, the Company recognized $ 1.8 3.0 On November 11, 2019, the Company received shareholder approval for the Amended and Restated 2019 Incentive Award Plan (the “Amended 2019 Plan”). The Amended 2019 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, other stock or cash-based awards or a dividend equivalent award. The Amended 2019 Plan authorized the issuance of 24,621 34,091 10 204,546 61,364 127,606 194,493 Stock options The following table provides detail of the options granted and outstanding (dollars in thousands): Schedule of Options Granted and Outstanding Options Weighted Average Exercise Price Weighted Aggregate Options outstanding as of December 31, 2021 61 $ 6.10 8.5 $ — Granted 14 $ 2.24 Forfeited/Expired (5 ) $ 5.26 Options outstanding as of December 31, 2022 70 $ 5.39 7.2 $ — Options exercisable as of December 31, 2022 49 $ 5.84 6.5 $ — Fully vested options as of December 31, 2022 49 $ 5.84 6.5 $ — Options expected to vest as of December 31, 2022 21 $ 4.32 8.8 $ — Options Weighted Exercise Price Weighted Aggregate Options outstanding as of December 31, 2022 70 $ 5.39 7.2 $ — Granted 5 0.35 Forfeited/Expired (21 ) 5.19 Options outstanding as of December 31, 2023 54 $ 5.03 5.7 $ — Options exercisable as of December 31, 2023 46 $ 5.54 5.2 $ — Fully vested options as of December 31, 2023 46 $ 5.54 5.2 $ — Options expected to vest as of December 31, 2023 8 $ 1.74 8.9 $ — Options granted under the Amended 2019 Plan vest over a period of two three years ten-year During the years ended December 31, 2023 and 2022, $ 1.0 2.4 0.2 0.4 The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model, using the following assumptions primarily based on historical data: Schedule of Fair Value Assumptions Years Ended December 31, 2023 2022 Risk-free interest rate 0.33 4.02 % 1.70 4.02 % Expected volatility (1) 0.0 72.5 % 65.0 72.5 % Expected dividend yield — % — % Expected life (years) (2) 0 7.6 6.0 6.5 (1) Expected volatility was determined using a combination of historical volatility and implied volatility. (2) For certain options, the simplified method is utilized to determine the expected life due to the lack of historical data. Restricted Stock Awards In February 2022, the Company granted 4,962 0.5 During the fourth quarter of 2022, the Company granted 1,489 0.1 In January 2023, the Company granted 20,292 0.5 In January 2023, the Company granted 4,545 0.1 During the first quarter of 2023, the Company granted 409 0.1 During the second quarter of 2023, the Company granted 909 0.1 During the third quarter of 2023, the Company granted 34,090 0.3 |
Employee benefit plans
Employee benefit plans | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Retirement Benefits [Abstract] | ||
Employee benefit plans | Note 14 – Employee benefit plans The Company has a qualified defined contribution 401(k) plan, which covers substantially all of its employees. Participants are entitled to make pre-tax and/or Roth post-tax contributions up to the annual maximums established by the IRS. The Company matches participant contributions pursuant to the terms of the plan, which contributions are limited to a percentage of the participant’s eligible compensation. The Company made contributions related to the plan and recognized expense of less than $ 0.1 | Note 13 – Employee benefit plans The Company has a qualified defined contribution 401(k) plan, which covers substantially all of its employees. Participants are entitled to make pre-tax and/or Roth post-tax contributions up to the annual maximums established by the IRS. The Company matches participant contributions pursuant to the terms of the plan, which contributions are limited to a percentage of the participant’s eligible compensation. The Company made contributions related to the plan and recognized expense of $ 0.1 0.2 |
Related party transactions
Related party transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Related Party Transactions [Abstract] | ||
Related party transactions | Note 15 – Related party transactions Director Fees The Company pays quarterly board of director fees. As of March 31, 2024 and December 31, 2023, $ 0.1 Marketing Support Services On March 7, 2023, the Company entered into an agreement with Believeco to provide marketing support services for an interim period. A member of the Company’s board of directors is a partner at Believeco. For the three months ended March 31, 2024, marketing expense related to Believeco totaled less than $ 0.01 0.01 | Note 14 – Related party transactions Director Fees The Company pays quarterly board of director fees. Board of director fees totaled $ 0.3 0.1 Marketing Support Services On March 7, 2023, the Company entered into an agreement with Believeco to provide marketing support services for an interim period. A member of the Company’s board of directors is a partner at Believeco. As of December 31, 2023 marketing expense related to Believeco totaled $ 0.4 0.1 |
Income taxes
Income taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income taxes | Note 16 – Income taxes For the three months ended March 31, 2024 and March 31, 2023, the Company recorded income tax provision of less than $ 0.1 1 21 | Note 15 – Income taxes For the year ended December 31, 2023, the Company recorded income tax expense of less than $ 0.1 0.1 0 21 The following table is a reconciliation of the components that caused the Company’s provision for income taxes to differ from amounts computed by applying the U.S. federal statutory rate of 21% (in thousands): Schedule of Effective Income Tax Rate Reconciliation Years Ended December 31, 2023 2022 Statutory U.S. Federal income tax $ (4,782 ) 21.0 % $ (8,260 ) 21.0 % State income taxes, net (309 ) 1.3 % (167 ) 0.4 % Meals and entertainment 5 — % — — % Change in valuation allowance 5,031 (22.1 )% 5,384 (13.7 )% Goodwill impairment — — % 3,802 (9.7 )% Warrant valuation 50 (0.2 )% — — % Tax effect of non-deductible equity instruments — — % — 0.1 % Return to provision adjustment 5 — % (5 ) — % Other 2 — % (772 ) 2.0 % Total provision $ 2 0.0 % $ (18 ) 0.1 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): Schedule of Deferred Tax Assets and Liabilities 2023 2022 December 31, 2023 2022 Deferred income tax assets: Net operating loss carryforwards $ 21,662 $ 19,182 ROU assets 28 42 Share-based compensation 5,320 5,251 Inventory 68 157 Other assets 2,508 2,306 Gross deferred tax assets 29,586 26,938 Valuation allowance (29,509 ) (24,479 ) Net deferred tax assets $ 77 $ 2,459 Deferred income tax liabilities: Fixed assets (50 ) (86 ) Operating lease liabilities (27 ) (41 ) Intangibles — (2,332 ) Deferred tax liabilities, net of valuation allowance $ — $ — As of December 31, 2023, the Company had a deferred tax asset (before valuation allowance) recorded on gross federal and state net operating loss carryforwards of approximately $ 89.7 59.3 The Internal Revenue Code, as amended (“IRC”), imposes restrictions on the utilization of NOLs and other tax attributes in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use pre-change NOLs may be limited as prescribed under IRC Section 382. Events which may cause limitation in the amount of the NOLs and credits that can be utilized annually include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets in the future. A significant piece of objective negative evidence evaluated was the cumulative loss incurred through the years ended December 31, 2023 and 2022. Such objective evidence limits the ability to consider other subjective positive evidence such as current year taxable income and future income projections. On the basis of this evaluation, as of December 31, 2023, a valuation allowance of $ (29.5 Changes in valuation allowance are as follows (in thousands): Schedule of Valuation Allowance 2023 2022 Years Ended December 31, 2023 2022 Valuation allowance, at beginning of year $ 24,479 $ 19,095 Increase in valuation allowance 5,030 5,384 Valuation allowance, at end of year $ 29,509 $ 24,479 As of December 31, 2023 and 2022, the Company does not have any significant uncertain tax positions and as of December 31, 2023 and 2022, the Company had no The Company is subject to taxation in the U.S. federal and various state jurisdictions. The Company is not currently under audit by any taxing authorities. The Company remains open to examination by tax jurisdictions for tax years beginning with the 2020 tax year for federal and 2018 for states. Federal and state net operating losses are subject to review by taxing authorities in the year utilized and future years. |
Concentrations
Concentrations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | ||
Concentrations | Note 17 – Concentrations Major suppliers The Company sourced approximately 75 81 Major customers Accounts receivable from two customers represented 89 79 70 70 Credit risk As of March 31, 2024 and December 31, 2023, the Company’s cash and cash equivalents were deposited in accounts at several financial institutions and may maintain some balances in excess of federally insured limits. The Company maintains its cash and cash equivalents with high-quality, accredited financial institutions and, accordingly, such funds are subject to minimal credit risk. The Company has not experienced any losses historically in these accounts and believes it is not exposed to significant credit risk in its cash and cash equivalents. | Note 16 – Concentrations Major suppliers The Company sourced approximately 64 69 Major customers Accounts receivable from two customers represented 79 88 62 58 Credit risk As of December 31, 2023 and 2022, the Company’s cash and cash equivalents were deposited in accounts at several financial institutions and may maintain some balances in excess of federally insured limits. The Company maintains its cash and cash equivalents with high-quality, accredited financial institutions and, accordingly, such funds are subject to minimal credit risk. The Company has not experienced any losses historically in these accounts and believes it is not exposed to significant credit risk in its cash and cash equivalents. |
Loss per share
Loss per share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Loss per share | Note 18 – Loss per share The Company presents loss per share on a basic and diluted basis. Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding (“WASO”) during the period. Diluted loss per share includes the dilutive effect of common stock equivalents consisting of stock options and warrants using the treasury stock method and convertible notes and preferred stock using the if-converted method. Under the treasury stock method, the amount the holder must pay for exercising stock options or warrants and the amount of average compensation cost for future service that has not yet been recognized are collectively assumed to be used to repurchase shares. For the three months ended March 31, 2024, the Company’s basic and diluted net loss per share attributable to common stockholders are the same as the Company generated a net loss and common stock equivalents are excluded from diluted net loss per share as they have an anti-dilutive impact. Therefore, the Company did not have any dilutive securities and/or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. For the three months ended March 31, 2023, potentially dilutive securities not included in the calculation of diluted net loss per share, because to do so would be anti-dilutive, are as follows: 214,400 65,740 146 The following table sets forth basic and diluted net (loss) earnings per share attributable to common stockholders for the three months ended March 31, 2024 and 2023 (in thousands, except share and per share amounts ) Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders 2024 2023 Three Months Ended March 31, 2024 2023 Numerator: Net loss $ (2,830 ) $ (3,484 ) Adjusted net loss attributable to common stockholders $ (2,830 ) $ (3,484 ) Denominator: Basic WASO 786,745 692,615 Dilutive common stock equivalents — — Diluted WASO 786,745 692,615 Net loss per share attributable to common stockholders, basic $ (3.60 ) $ (5.03 ) Net loss per share attributable to common stockholders, diluted $ (3.60 ) $ (5.03 ) | Note 17 – Loss per share The Company presents loss per share on a basic and diluted basis. Basic (loss) earnings per share is computed by dividing net loss by the weighted average number of common shares outstanding (“WASO”) during the period. Diluted loss per share includes the dilutive effect of common stock equivalents consisting of stock options and warrants using the treasury stock method and convertible notes and preferred stock using the if-converted method. Under the treasury stock method, the amount the holder must pay for exercising stock options or warrants and the amount of average compensation cost for future service that has not yet been recognized are collectively assumed to be used to repurchase shares. For the year ended December 31, 2023, the Company’s basic and diluted net loss per share attributable to common stockholders are the same as the Company generated a net loss and common stock equivalents are excluded from diluted net loss per share as they have an anti-dilutive impact. Therefore, the Company did not have any dilutive securities and/or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. For the year ended December 31, 2022, potentially dilutive securities not included in the calculation of diluted net loss per share, because to do so would be anti-dilutive, are as follows: 214,400 69,654 146 335,640 of Alphia Warrants ( 148,758 First Tranche Warrant and 186,882 Second Tranche Warrant); 214,400 of stock equivalent warrants; and 53,285 of stock equivalent employee stock options. The following table sets forth basic and diluted net (loss) earnings per share attributable to common stockholders for the years ended December 31, 2023 and 2022 (in thousands, except share and per share amounts ) Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders 2023 2022 Year ended December 31, 2023 2022 Numerator: Net loss $ (22,770 ) $ (39,316 ) Less: Adjustment due to warrant modifications — — Adjusted net loss available to common stockholders $ (22,770 ) $ (39,316 ) Denominator: Basic WASO 705,185 667,114 Dilutive common stock equivalents — — Diluted WASO 705,185 667,114 Net loss per share attributable to common stockholders, basic $ (32.29 ) $ (58.93 ) Net loss per share attributable to common stockholders, diluted $ (32.29 ) $ (58.93 ) |
Subsequent events
Subsequent events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Subsequent Events [Abstract] | ||
Subsequent events | Note 19 – Subsequent events In April 2024, the Company borrowed an additional $ 0.8 On April 16, 2024, the Company’s board of directors approved a share repurchase program that authorized the repurchase of up to $ 5.0 In April 2024, the Company received a notice from the NYSE American LLC (the “NYSE American”), notifying the Company that it is no longer in compliance with NYSE American continued listing standards. The NYSE American requires a listed company to have stockholders’ equity of $4.0 million or more if the listed company has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. The Company reported a stockholders’ equity of $3.0 million as of December 31, 2023, and losses from continuing operations and/or net losses in three out of its four most recent fiscal years ended December 31, 2023. The Notice has no immediate impact on the listing of the Company’s shares of common stock, which will continue to be listed and traded on the NYSE American. The Company must submit a plan of compliance (the “Plan”) by May 24, 2024, addressing how it intends to regain compliance with the continued listing standards before the end of the cure period ends on October 24, 2025. The Company has begun to prepare its Plan for submission to the NYSE American by the May 24, 2024 deadline. In May 2024, the Company borrowed an additional $ 0.6 | Note 18 – Subsequent events On February 9, 2024, the Company announced the acquisition of all the issued and outstanding common shares of Aimia Pet Healthco, Inc. for consideration consisting of 45,629 In February 2024, the Company granted 42,088 0.4 On March 25, 2024, Better Choice Company, Inc. (“BTTR”) initiated a legal action to enforce a right of first refusal (“ROFR”) option exercised by Alphia, Inc. (“Alphia”), which is controlled by a Paris-based private equity firm, PAI Partners. The Company is unable to predict the outcome or impact on its business and financial results. |
Nature of business and summar_2
Nature of business and summary of significant accounting policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Reverse stock split | Reverse stock split On March 8, 2024, the Company’s Board of Directors approved a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for-44 Accordingly, all share and per share amounts related to the Company’s common stock for all periods presented in the accompanying consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the Reverse Stock Split. The number of authorized shares and the par values of the common stock and convertible preferred stock were not adjusted as a result of the Reverse Stock Split. | Reverse stock split On March 8, 2024, the Company’s Board of Directors approved a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for-44 , effective March 20, 2024 (the “Reverse Split”). In addition, the conversion rates of the Company’s outstanding preferred stock and convertible notes and the exercise prices of the Company’s underlying common stock purchase warrants and stock options were proportionately adjusted at the applicable reverse stock split ratio in accordance with the terms of such instruments. Proportionate voting rights and other rights of common stockholders were not affected by the Reverse Stock Split, other than as a result of the rounding up of fractional shares. No fractional shares of common stock were issued in connection with the Reverse Stock Split. Accordingly, all share and per share amounts related to the Company’s common stock for all periods presented in the accompanying consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the Reverse Stock Split. The number of authorized shares and the par values of the common stock and convertible preferred stock were not adjusted as a result of the Reverse Stock Split. |
Basis of presentation | Basis of presentation The Company’s condensed consolidated financial statements are prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reports and accounting principles generally accepted in the U.S. (“GAAP”). Accordingly, the Condensed Consolidated Balance Sheet as of December 31, 2023 has been derived from the audited consolidated financial statements at that date but does not include all of the information required by GAAP for complete financial statements. Results of operations for interim periods may not be representative of results to be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in the Company’s Annual Report for the year ended December 31, 2023, filed with the SEC. | Basis of presentation The Company’s consolidated financial statements are prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for annual financial reports and accounting principles generally accepted in the U.S. (“GAAP”). |
Consolidation | Consolidation The condensed financial statements are presented on a consolidated basis and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. | Consolidation The financial statements are presented on a consolidated basis and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates. In the opinion of management, the condensed consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations for the three months ended March 31, 2024 and 2023, the financial position as of March 31, 2024 and December 31, 2023 and the cash flows for the three months ended March 31, 2024 and 2023. | Use of estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates. In the opinion of management, the consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations for the years ended December 31, 2023 and 2022, the financial position as of December 31, 2023 and 2022 and the cash flows for the years ended December 31, 2023 and 2022. |
Going concern considerations | Going concern considerations The Company is subject to risks common in the pet wellness consumer market including, but not limited to, dependence on key personnel, competitive forces, successful marketing and sale of its products, the successful protection of its proprietary technologies, ability to grow into new markets, and compliance with government regulations. The Company has continually incurred losses and has an accumulated deficit. The Company’s term loan agreement with Alphia imposes certain financial covenants, including minimum liquidity of $ 3.0 4.5 30 The Company is continuing to implement plans to achieve operating profitability, as well as implementing other strategic objectives to address liquidity. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Accordingly, the consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount of and classification of liabilities that may result should the Company be unable to continue as a going concern. Summary of significant accounting policies For additional information, please refer to the most recently filed Annual Report regarding the Company’s summary of significant accounting policies. | Going concern considerations The Company is subject to risks common in the pet wellness consumer market including, but not limited to, dependence on key personnel, competitive forces, successful marketing and sale of its products, the successful protection of its proprietary technologies, ability to grow into new markets, and compliance with government regulations. The Company has continually incurred losses and has an accumulated deficit. The Company’s term loan agreement with Alphia imposes certain financial covenants, including minimum liquidity of $ 3.0 4.5 30 During the third quarter, the Company received a notice of noncompliance from the NYSE American. If the Company fails to satisfy the continued listing requirements before the end of the cure period, the NYSE American may take steps to delist its common stock. Such a delisting or the announcement of such delisting will have a negative effect on the price of the Company’s common stock and would impair the ability for investors to sell or purchase the Company’s common stock. In the event of a delisting, the Company may attempt to take actions to restore its compliance with the NYSE American listing requirements, but can provide no assurance that any such action taken by the Company would allow its common stock to become listed again, stabilize the market price or improve the liquidity of its common stock, prevent its common stock from dropping below the NYSE American minimum listing requirements or prevent future non-compliance with the NYSE American listing requirements. If the Company does not maintain the listing of its common stock on NYSE American, it could make it harder for the Company to raise additional capital in the long-term. If the Company is unable to raise capital when needed in the future, it may have to cease or reduce operations. There can be no assurance that the Company will be able to satisfy the continued listing requirements in the future. The Company is continuing to implement plans to achieve operating profitability, as well as implementing other strategic objectives to address liquidity. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Accordingly, the consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount of and classification of liabilities that may result should the Company be unable to continue as a going concern. Summary of significant accounting policies |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include demand deposits held with banks and highly liquid investments with original maturities of ninety days or less at acquisition date. Cash and cash equivalents are stated at cost, which approximates fair value because of the short-term nature of these instruments. | Cash and cash equivalents Cash and cash equivalents include demand deposits held with banks and highly liquid investments with original maturities of ninety days or less at acquisition date. Cash and cash equivalents are stated at cost, which approximates fair value because of the short-term nature of these instruments. The Company’s cash equivalents are held in government money market funds and at times may exceed federally insured limits. For purposes of reporting cash flows, the Company considers all cash accounts that are not subject to withdrawal restrictions or penalties to be cash and cash equivalents. At December 31, 2022, the Company had $ 8.0 |
Advertising | Advertising The Company charges advertising costs to expense as incurred and such charges are included in SG&A expense. The Company’s advertising expenses consist primarily of online advertising, search costs, email advertising and radio advertising. In addition, the Company reimburses its customers and third parties for in store activities and record these costs as advertising expenses. Advertising costs were $ 1.1 1.4 | Advertising The Company charges advertising costs to expense as incurred and such charges are included in SG&A expense. The Company’s advertising expenses consist primarily of online advertising, search costs, email advertising and radio advertising. In addition, the Company reimburses its customers and third parties for in store activities and record these costs as advertising expenses. Advertising costs were $ 6.8 12.2 2.1 |
Reclassification | Reclassification Certain prior period amounts within the condensed consolidated statements of operations related to share-based compensation, previously presented as a separate line item, have been reclassified into selling, general and administrative expense to conform with current period presentation. All share-based compensation in the current and prior periods is a selling, general and administrative expense. | |
New Accounting Standards | New Accounting Standards Recently adopted There were no new standards that would have an impact on the condensed consolidated financial statements for the three months ended March 31, 2024. | New Accounting Standards Recently adopted ASU 2016-13 “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” In June 2016, the FASB issued ASU 2016-13, a new standard to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The standard was effective for the Company on January 1, 2023. The new standard did not have a material impact on the consolidated financial statements for the year ended December 31, 2023. |
Initial public offering | Initial public offering The Company completed its initial public offering (the “IPO”) on July 1, 2021, in which it issued and sold 181,818 5.00 36.1 2.8 1.1 Upon the commencement of the IPO, all of the Company’s outstanding convertible notes payable automatically converted into 107,555 131,012 | |
Restricted cash | Restricted cash The Company was required to maintain a restricted cash balance of $ 6.3 no | |
Accounts receivable and allowance for credit losses | Accounts receivable and allowance for credit losses Accounts receivable consist of unpaid buyer invoices from the Company’s customers and credit card payments receivable from third-party credit card processing companies. Accounts receivable is stated at the amount billed to customers, net of point of sale and cash discounts. The Company assesses the collectability of all receivables on an ongoing basis by considering its historical credit loss experience, current economic conditions, and other relevant factors. Based on this analysis, an allowance for credit losses is recorded, and the provision is included within SG&A expense. The Company recorded approximately $ 0.1 | |
Inventories | Inventories Inventories, consisting of finished goods available for sale as well as packaging materials, are valued using the first-in first-out (“FIFO”) method and are recorded at the lower of cost or net realizable value. Cost is determined on a standard cost basis and includes the purchase price, as well as inbound freight costs and packaging costs. The Company regularly reviews inventory quantities on hand. Excess or obsolete reserves are established when inventory is estimated to not be sellable before expiration dates based on forecasted usage, product demand and product life cycle. Additionally, inventory valuation reflects adjustments for anticipated physical inventory losses that have occurred since the last physical inventory. | |
Fixed Assets | Fixed Assets Fixed assets are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets, and depreciation expense is included within SG&A expense. Expenditures for normal repairs and maintenance are charged to operations as incurred. The cost of fixed assets that are retired or otherwise disposed of and the related accumulated depreciation are removed from the fixed asset accounts in the year of disposal and the resulting gain or loss is included in SG&A expense. The Company assesses potential impairments of its fixed assets whenever events or changes in circumstances indicate that the asset’s carrying value may not be recoverable. An impairment charge would be recognized when the carrying amount of the identified asset grouping exceeds its fair value and is not recoverable, which would occur if the carrying amount exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the identified asset grouping. | |
Goodwill | Goodwill Goodwill is evaluated for impairment either through a qualitative or quantitative approach at least annually, or more frequently if an event occurs or circumstances change that indicate the carrying value of a reporting unit may not be recoverable. If a quantitative assessment is performed that indicates the carrying amount of a reporting unit exceeds its fair market value, an impairment loss is recognized to reduce the carrying amount to its fair market value. The fair market value is determined based on a weighting of the present value of projected future cash flows (the “income approach”) and the use of comparative market approaches (“market approach”). Factors requiring significant judgment include, among others, the assumptions related to discount rates, forecasted operating results, long-term growth rates, the determination of comparable companies and market multiples. Fair value measurements used in the impairment review of goodwill are Level 3 measurements. See further information about the Company’s policy for fair value measurements within this section below. See “Note 6 - Goodwill and intangible assets” for additional information regarding the goodwill impairment test. | |
Intangible assets | Intangible assets Finite-lived Intangible assets acquired are carried at cost, less accumulated amortization. Amortization expense is included in selling, general and administrative expenses on the consolidated statements of operations. The Company assesses long lived assets, including finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of the asset group may not be recoverable. The Company operates as a single reporting unit and as such, is the asset group when assessing finite-lived intangible assets for impairment. If impairment indicators are present, the Company performs a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to its long-lived asset group to its carrying value. If the carrying amount of an asset group is not recoverable, an impairment loss is recognized based on the excess of the carrying value of the impaired asset group over its fair value. An impairment loss for an asset group is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset of the group shall not reduce the carrying amount of that asset below its fair value whenever that fair value is determinable without undue cost and effort. | |
Share repurchases | Share repurchases On May 10, 2022, the Company’s board of directors approved a share repurchase program that authorized the repurchase of up to $ 3.0 no | |
Common stock warrants | Common stock warrants Common stock warrants are recorded as either liabilities or as equity instruments, depending on the specific terms of the warrant agreement. Warrants classified as liabilities are revalued at each balance sheet date subsequent to the initial issuance and changes in the fair value are reflected in the Consolidated Statements of Operations as change in fair value of warrant liabilities. Upon exercise, the warrant is marked to fair value on the exercise date and the related fair value is reclassified to equity. | |
Income taxes | Income taxes Income taxes are recorded in accordance with FASB ASC Topic 740, “Income Taxes (ASC 740)”, which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statements and tax bases of assets and liabilities and for loss and credit carryforwards using enacted tax rates anticipated to be in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that some or all the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. As of December 31, 2023 and 2022, the Company does not have any significant uncertain income tax positions. If incurred, the Company would classify interest and penalties on uncertain tax positions as income tax expense. The Company was incorporated on May 6, 2019. Prior to this date, the Company operated as a flow through entity for state and U.S. federal tax purposes. The Company files a U.S. federal and state income tax return, including for its wholly owned subsidiaries. | |
Revenue | Revenue Generally, the Company’s customer contracts have a single performance obligation, and revenue is recognized when the product is shipped as this is when it has been determined that control has been transferred. Amounts billed and due from customers are classified as receivables and require payment on a short-term basis and therefore do not have any significant financing components. Revenue is measured as the amount of consideration the Company expects in exchange for transferring goods, which varies with changes in trade incentives the Company offers to its customers. Trade incentives consist primarily of customer pricing allowances and merchandising funds, and point of sale discounts. Estimates of trade promotion expense and coupon redemption costs are based upon programs offered, timing of those offers, estimated redemption/usage rates from historical performance, management’s experience and current economic trends. | |
Cost of goods sold | Cost of goods sold Cost of goods sold consists primarily of the cost of product obtained from co-manufacturers, packaging materials, freight costs for shipping inventory to the warehouse, as well as third-party warehouse and order fulfillment costs. | |
Freight Out | Freight Out Costs incurred for shipping and handling, including moving finished product to customers are included in SG&A expense. Shipping costs associated with moving finished products to customers were $ 1.3 1.6 | |
Research and development | Research and development Research and development costs related to developing and testing new products are expensed as incurred and included in SG&A expense. Research and development costs were $ 0.1 0.5 | |
Share-based compensation | Share-based compensation Share-based compensation awards are measured at their estimated fair value on each respective grant date. The Company recognizes share-based payment expenses over the requisite service period. The Company’s share-based compensation awards are subject only to service based vesting conditions. Pursuant to ASC 718-10-35-8, the Company recognizes compensation cost for stock awards with only service conditions that have a graded vesting schedule on a straight-line basis over the service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. Forfeitures are recognized as they occur. | |
Operating leases | Operating leases The Company determines if a contract or arrangement meets the definition of a lease at inception. The Company has elected to make the accounting policy election for short-term leases. For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. Lease renewal options are only included in the measurement if the Company is reasonably certain to exercise the optional renewals. Any variable lease costs, other than those dependent upon an index or rate, are expensed as incurred. If a lease does not provide a readily available implicit rate, the Company estimates the incremental borrowing discount rate based on information available at lease commencement. The Company’s only remaining operating lease as of December 31, 2023 relates to office space. There are no material residual value guarantees or material restrictive covenants. | |
Fair value of financial instruments | Fair value of financial instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy uses a framework which requires categorizing assets and liabilities into one of three levels based on the inputs used in valuing the asset or liability. Level 1 inputs are unadjusted, quoted market prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. Level 3 inputs include unobservable inputs that are supported by little, infrequent or no market activity and reflect management’s own assumptions about inputs used in pricing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s financial instruments recognized on the Consolidated Balance Sheets consist of cash and cash equivalents, restricted cash, accounts receivable, prepaid assets, accounts payable, term loan, line of credit, accrued liabilities and other liabilities. The fair value of the Company’s money market funds is based on quoted market prices using Level 1 inputs. The fair value for the Company’s term loan and line of credit approximates carrying value as the instrument has a variable interest rate that approximates market rates. The inputs related to the Company’s term loan and line of credit are reflected as Level 3 inputs. The Company values it’s warrant liabilities using Level 3 inputs. Fair value measurements of non-financial assets and non-financial liabilities reflect Level 3 inputs and are primarily used to measure the estimated fair values of goodwill, other intangible assets and long-lived assets impairment analyses. | |
Basic and diluted (loss) income per share | Basic and diluted (loss) income per share Basic and diluted (loss) income per share has been determined by dividing the net (loss) income available to common stockholders for the applicable period by the basic and diluted weighted average number of shares outstanding, respectively. Common stock equivalents are excluded from the computation of diluted weighted average shares outstanding when their effect is anti-dilutive. | |
Segment information | Segment information Operating segments are defined as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has viewed its operations and manages its business as one |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of Information about Revenue Channels | Information about the Company’s net sales by revenue channel is as follows (in thousands): Schedule of Information about Revenue Channels Three Months Ended March 31, 2024 2023 E-commerce (1) $ 3,265 41 % $ 3,895 42 % International (2) 2,874 37 % 2,311 25 % DTC 1,209 15 % 1,322 14 % Brick & mortar (3) 555 7 % 1,709 19 % Net Sales $ 7,903 100 % $ 9,237 100 % (1) The Company’s E-commerce channel includes two customers that amounted to greater than 10 3.2 3.8 (2) One of the Company’s International customers that distributes products in China amounted to greater than 10 2.2 2.1 (3) None of the Company’s Brick & Mortar customers represented greater than 10 | Information about the Company’s net sales by revenue channel is as follows (in thousands): Schedule of Information about Revenue Channels Twelve Months Ended December 31, 2023 2022 E-commerce (1) $ 13,405 35 % $ 14,565 27 % Brick & Mortar $ 5,870 15 % $ 11,624 21 % DTC $ 5,597 15 % $ 6,620 12 % International (2) $ 13,720 35 % $ 21,851 40 % Net Sales $ 38,592 100 % $ 54,660 100 % (1) The Company’s E-commerce channel includes two customers that amounted to greater than 10 5.9 7.1 7.5 6.6 (2) One of the Company’s International customers that distributes products in China amounted to greater than 10 11.0 17.7 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventories | Inventories are summarized as follows (in thousands): Schedule of Inventories March 31, 2024 December 31, 2023 Food, treats and supplements $ 5,056 $ 6,296 Inventory packaging and supplies 1,113 1,166 Total Inventories 6,169 7,462 Inventory reserve (968 ) (851 ) Inventories, net $ 5,201 $ 6,611 | Inventories are summarized as follows (in thousands): Schedule of Inventories December 31, 2023 December 31, 2022 Food, treats and supplements $ 6,296 $ 10,212 Inventory packaging and supplies 1,166 1,699 Total Inventories 7,462 11,911 Inventory reserve (851 ) (1,654 ) Inventories, net $ 6,611 $ 10,257 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Prepaid Expenses And Other Current Assets | ||
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets are summarized as follows (in thousands): Schedule of Prepaid Expenses and Other Current Assets March 31, 2024 December 31, 2023 Prepaid marketing expenses $ 451 $ 451 Other prepaid expenses and other current assets 718 361 Total Prepaid expenses and other current assets $ 1,169 $ 812 | Prepaid expenses and other current assets are summarized as follows (in thousands): Schedule of Prepaid Expenses and Other Current Assets December 31, 2023 December 31, 2022 Prepaid advertising contract with iHeart (1) $ — $ — Prepaid marketing expenses 451 — Other prepaid expenses and other current assets 361 1,051 Total Prepaid expenses and other current assets $ 812 $ 1,051 (1) On August 28, 2019, the Company entered into a radio advertising agreement with iHeart Media + Entertainment, Inc. (“iHeart”) and issued 166,667 3.4 20,834 0.1 |
Fixed assets (Tables)
Fixed assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Fixed Assets | Fixed assets consist of the following (in thousands): Schedule of Fixed Assets Estimated Useful Life March 31, 2024 December 31, 2023 Equipment 2 5 $ 18 $ 18 Furniture and fixtures 2 5 221 221 Computer software, including website development 2 3 187 187 Computer equipment 1 2 111 108 Total fixed assets 537 534 Accumulated depreciation (339 ) (304 ) Fixed assets, net $ 198 $ 230 | Fixed assets consist of the following (in thousands): Schedule of Fixed Assets Estimated Useful Life December 31, 2023 December 31, 2022 Equipment 2 5 $ 18 $ 7 Furniture and fixtures 2 5 221 221 Computer software, including website development 2 3 187 187 Computer equipment 1 2 108 129 Total fixed assets 534 544 Accumulated depreciation (304 ) (169 ) Fixed assets, net $ 230 $ 375 |
Intangible assets (Tables)
Intangible assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangible Assets | The Company’s intangible assets (in thousands) and related useful lives (in years) are as follows: Schedule of Intangible Assets December 31, 2023 Estimated useful life Gross carrying amount Accumulated amortization Impairment loss Net carrying amount Customer relationships 7 $ 7,190 $ (4,142 ) $ (3,048 ) $ — Trade name 15 7,500 (2,016 ) (5,484 ) — Total intangible assets $ 14,690 $ (6,158 ) $ (8,532 ) $ — | The Company’s intangible assets (in thousands) and related useful lives (in years) are as follows: Schedule of Intangible Assets December 31, 2023 Estimated Useful Life (in years) Gross Carrying Amount Accumulated Amortization Impairment Loss Net Carrying Amount Customer relationships — $ 7,190 $ (4,142 ) $ (3,048 ) $ — Trade name — 7,500 (2,016 ) (5,484 ) — Total intangible assets $ 14,690 $ (6,158 ) $ (8,532 ) $ — December 31, 2022 Estimated Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 7 $ 7,190 $ (3,115 ) $ 4,075 Trade name 15 7,500 (1,516 ) 5,984 Total intangible assets $ 14,690 $ (4,631 ) $ 10,059 |
Schedule of goodwill | The change in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 is summarized as follows (in thousands): Schedule of goodwill December 31, 2023 December 31, 2022 Beginning balance $ — $ 18,614 Impairment expense — (18,614 ) Ending balance $ — $ — |
Accrued and other liabilities (
Accrued and other liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued and Other Liabilities | Accrued and other liabilities consist of the following (in thousands): Schedule of Accrued and Other Liabilities March 31, 2024 December 31, 2023 Accrued taxes $ 94 $ 105 Accrued payroll and benefits 479 487 Accrued trade promotions and advertising 203 90 Accrued interest 379 254 Accrued commissions — 686 Deferred revenue 15 7 Short-term financing 40 162 Other 295 294 Total accrued and other liabilities $ 1,505 $ 2,085 | Accrued and other liabilities consist of the following (in thousands): Schedule of Accrued and Other Liabilities December 31, 2023 December 31, 2022 Accrued taxes 105 110 Accrued payroll and benefits 487 688 Accrued trade promotions and advertising 90 567 Accrued interest 254 84 Accrued commissions 686 385 Deferred revenue 7 336 Short-term financing 162 165 Other 294 261 Total accrued and other liabilities $ 2,085 $ 2,596 |
Debt (Tables)
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Schedule of Components of Debt | The components of the Company’s debt consist of the following (in thousands): Schedule of Components of Debt March 31, 2024 December 31, 2023 Amount Rate Maturity date Amount Rate Maturity date Term loan, net $ 3,054 (1) 6/21/2026 $ 2,881 (1) 6/21/2026 Line of credit, net $ 2,171 (2) 6/21/2025 $ 1,741 (2) 6/21/2025 Total debt 5,225 4,622 Less current portion 5,225 4,622 Total long-term debt $ — $ — (1) Interest at a fixed rate of 10.00 (2) Interest at a variable rate of the daily U.S. Federal Funds Rate plus 250 5.50 | The components of the Company’s debt consist of the following (in thousands): Schedule of Components of Debt December 31, 2023 December 31, 2022 Amount Rate Maturity Amount Rate Maturity Term loan, net $ 2,881 (2) 6/21/2026 $ — Line of credit, net 1,741 (3) 6/21/2025 11,444 (1) 10/31/2024 Total debt 4,622 11,444 Less current portion 4,622 — Total long-term debt $ — $ 11,444 (1) Interest at a variable rate of the daily U.S. Federal Funds Rate plus 375 3.75 (2) Interest at a fixed rate of 10.00 (3) Interest at a variable rate of the daily U.S. Federal Funds Rate plus 250 5.50 |
Schedule of Future Debt Maturities | Future debt maturities as of March 31, 2024 and for succeeding years are as follows (in thousands): Schedule of Future Debt Maturities Year ending December 31: 2024 $ 5,379 2025 — 2026 — Total $ 5,379 | Future debt maturities as of December 31, 2023 and for succeeding years are as follows (in thousands): Schedule of Future Debt Maturities Year ending December 31: 2024 $ 5,291 2025 $ — 2026 $ — Total $ 5,291 |
Business combinations (Tables)
Business combinations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Schedule of Estimated Purchase Price Allocation Made for Business Combination | The table below provides a summary of the total consideration and the estimated purchase price allocation made for the business combination that became effective during the three months ended March 31, 2024. Schedule of Estimated Purchase Price Allocation Made for Business Combination Aimia Common stock $ 399,713 Total consideration $ 399,713 Subscription receipts receivable $ 1,100 HST Receivable 856 Goodwill 405,194 Total assets acquired $ 407,150 AP and accruals $ 7,437 Total liabilities acquired $ 7,437 Net assets acquired $ 399,713 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Carrying Amount and Fair Value | Schedule of Carrying Amount and Fair Value March 31, 2024 December 31, 2023 Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value Term loan Level 3 (2) $ 3,054 $ 3,565 $ 2,881 $ 3,314 Line of credit Level 2 (1) $ 2,171 $ 2,171 $ 1,741 $ 1,741 (1) the fair value estimates are based upon observable market data (2) the fair value estimates are based on unobservable inputs reflecting management’s assumptions about inputs used in pricing the asset or liability | Schedule of Carrying Amount and Fair Value December 31, 2023 December 31, 2022 Fair Value Carrying Fair Carrying Fair Term loan, net Level 3 (2) $ 2,881 $ 3,314 $ — $ — Line of credit Level 2 (1) $ 1,741 $ 1,741 $ 11,444 $ 11,444 (1) the fair value estimates are based upon observable market data (2) the fair value estimates are based on unobservable inputs reflecting management’s assumptions about inputs used in pricing the asset or liability |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Warrants | ||
Schedule of Outstanding Warrants | The following summarizes the Company’s outstanding warrants to purchase shares of the Company’s common stock as of and for the three months ended March 31, 2024 and December 31, 2023: Schedule of Outstanding Warrants Warrants Weighted Average Exercise Price Warrants outstanding as of December 31, 2023 550,039 $ 2.47 Issued — $ — Exercised — $ — Terminated/Expired — $ — Warrants outstanding as of March 31, 2024 550,039 $ 2.47 | The following summarizes the Company’s outstanding warrants to purchase shares of the Company’s common stock as of and for the years ended December 31, 2023 and 2022: Schedule of Outstanding Warrants Warrants Weighted Average Warrants outstanding as of December 31, 2021 214,400 $ 5.92 Issued — $ — Exercised — $ — Terminated/Expired — $ — Warrants outstanding as of December 31, 2022 214,400 $ 5.92 Issued 335,639 $ 11.44 Exercised — $ — Terminated/Expired — $ — Warrants outstanding as of December 31, 2023 550,039 $ 2.47 |
Schedule of Significant Inputs to Warrants Liabilities | The Alphia warrant liabilities were determined using a risk-neutral Monte Carlo simulation based approach, a Level 3 valuation. The significant inputs to the warrant liabilities were as follows: Schedule of Significant Inputs to Warrants Liabilities December 21, 2023 First Tranche Second Tranche Exercise price $ 11.44 $ 11.44 Stock price $ 12.00 $ 12.00 Volatility 62.0 % 62.0 % Time to maturity 5 5 Risk-free rate 3.92 % 3.92 % Dividend yield — % — % | |
Schedule of Warrant Liability Activity | The following table summarizes the Alphia warrant liability activity for twelve months ended December 31, 2023: Schedule of Warrant Liability Activity Balance as of December 31, 2022 $ — Warrant liabilities issued 2,208 Change in fair value of warrant liabilities 236 Reclassification of warrants liabilities to equity (2,444 ) Balance as of December 31, 2023 $ — |
Share-based compensation (Table
Share-based compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of Options Granted and Outstanding | The following table provides detail of the options granted and outstanding (dollars in thousands): Schedule of Options Granted and Outstanding Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Options outstanding as of December 31, 2023 54 $ 5.03 5.7 $ — Granted — — Forfeited/Expired (3 ) $ 6.78 Options outstanding as of March 31, 2024 51 $ 4.95 5.7 $ — Options exercisable as of March 31, 2024 45 $ 5.42 5.4 $ — | The following table provides detail of the options granted and outstanding (dollars in thousands): Schedule of Options Granted and Outstanding Options Weighted Average Exercise Price Weighted Aggregate Options outstanding as of December 31, 2021 61 $ 6.10 8.5 $ — Granted 14 $ 2.24 Forfeited/Expired (5 ) $ 5.26 Options outstanding as of December 31, 2022 70 $ 5.39 7.2 $ — Options exercisable as of December 31, 2022 49 $ 5.84 6.5 $ — Fully vested options as of December 31, 2022 49 $ 5.84 6.5 $ — Options expected to vest as of December 31, 2022 21 $ 4.32 8.8 $ — Options Weighted Exercise Price Weighted Aggregate Options outstanding as of December 31, 2022 70 $ 5.39 7.2 $ — Granted 5 0.35 Forfeited/Expired (21 ) 5.19 Options outstanding as of December 31, 2023 54 $ 5.03 5.7 $ — Options exercisable as of December 31, 2023 46 $ 5.54 5.2 $ — Fully vested options as of December 31, 2023 46 $ 5.54 5.2 $ — Options expected to vest as of December 31, 2023 8 $ 1.74 8.9 $ — |
Schedule of Fair Value Assumptions | The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model, using the following assumptions primarily based on historical data: Schedule of Fair Value Assumptions Three Months Ended March 31, 2024 2023 Risk-free interest rate 0.33 4.02 % 0.33 4.02 % Expected volatility (1) 0.0 72.5 % 0.0 72.5 % Expected dividend yield — % — % Expected life (years) (2) 0 7.6 0 7.6 (1) Expected volatility was determined using a combination of historical volatility and implied volatility. (2) For certain options, the simplified method is utilized to determine the expected life due to the lack of historical data. | The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model, using the following assumptions primarily based on historical data: Schedule of Fair Value Assumptions Years Ended December 31, 2023 2022 Risk-free interest rate 0.33 4.02 % 1.70 4.02 % Expected volatility (1) 0.0 72.5 % 65.0 72.5 % Expected dividend yield — % — % Expected life (years) (2) 0 7.6 6.0 6.5 (1) Expected volatility was determined using a combination of historical volatility and implied volatility. (2) For certain options, the simplified method is utilized to determine the expected life due to the lack of historical data. |
Loss per share (Tables)
Loss per share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth basic and diluted net (loss) earnings per share attributable to common stockholders for the three months ended March 31, 2024 and 2023 (in thousands, except share and per share amounts ) Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders 2024 2023 Three Months Ended March 31, 2024 2023 Numerator: Net loss $ (2,830 ) $ (3,484 ) Adjusted net loss attributable to common stockholders $ (2,830 ) $ (3,484 ) Denominator: Basic WASO 786,745 692,615 Dilutive common stock equivalents — — Diluted WASO 786,745 692,615 Net loss per share attributable to common stockholders, basic $ (3.60 ) $ (5.03 ) Net loss per share attributable to common stockholders, diluted $ (3.60 ) $ (5.03 ) | The following table sets forth basic and diluted net (loss) earnings per share attributable to common stockholders for the years ended December 31, 2023 and 2022 (in thousands, except share and per share amounts ) Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders 2023 2022 Year ended December 31, 2023 2022 Numerator: Net loss $ (22,770 ) $ (39,316 ) Less: Adjustment due to warrant modifications — — Adjusted net loss available to common stockholders $ (22,770 ) $ (39,316 ) Denominator: Basic WASO 705,185 667,114 Dilutive common stock equivalents — — Diluted WASO 705,185 667,114 Net loss per share attributable to common stockholders, basic $ (32.29 ) $ (58.93 ) Net loss per share attributable to common stockholders, diluted $ (32.29 ) $ (58.93 ) |
Subsequent events (Tables)
Subsequent events (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The following table is a reconciliation of the components that caused the Company’s provision for income taxes to differ from amounts computed by applying the U.S. federal statutory rate of 21% (in thousands): Schedule of Effective Income Tax Rate Reconciliation Years Ended December 31, 2023 2022 Statutory U.S. Federal income tax $ (4,782 ) 21.0 % $ (8,260 ) 21.0 % State income taxes, net (309 ) 1.3 % (167 ) 0.4 % Meals and entertainment 5 — % — — % Change in valuation allowance 5,031 (22.1 )% 5,384 (13.7 )% Goodwill impairment — — % 3,802 (9.7 )% Warrant valuation 50 (0.2 )% — — % Tax effect of non-deductible equity instruments — — % — 0.1 % Return to provision adjustment 5 — % (5 ) — % Other 2 — % (772 ) 2.0 % Total provision $ 2 0.0 % $ (18 ) 0.1 % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): Schedule of Deferred Tax Assets and Liabilities 2023 2022 December 31, 2023 2022 Deferred income tax assets: Net operating loss carryforwards $ 21,662 $ 19,182 ROU assets 28 42 Share-based compensation 5,320 5,251 Inventory 68 157 Other assets 2,508 2,306 Gross deferred tax assets 29,586 26,938 Valuation allowance (29,509 ) (24,479 ) Net deferred tax assets $ 77 $ 2,459 Deferred income tax liabilities: Fixed assets (50 ) (86 ) Operating lease liabilities (27 ) (41 ) Intangibles — (2,332 ) Deferred tax liabilities, net of valuation allowance $ — $ — |
Schedule of Valuation Allowance | Changes in valuation allowance are as follows (in thousands): Schedule of Valuation Allowance 2023 2022 Years Ended December 31, 2023 2022 Valuation allowance, at beginning of year $ 24,479 $ 19,095 Increase in valuation allowance 5,030 5,384 Valuation allowance, at end of year $ 29,509 $ 24,479 |
Nature of business and summar_3
Nature of business and summary of significant accounting policies (Details Narrative) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 08, 2024 | Jul. 01, 2021 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) Segment shares | Dec. 31, 2022 USD ($) shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stockholders' Equity, Reverse Stock Split | 1-for-44 | |||||
Minimum liquidity required | $ 3,000 | $ 3,000 | ||||
Net loss attributable to common stockholders | $ 2,830 | $ 3,484 | $ 22,770 | $ 39,316 | ||
Maximum marketing spend ratio | 30% | 30% | ||||
Advertising expense | $ 1,100 | $ 1,400 | $ 6,800 | 12,200 | ||
Restricted cash | 6,300 | |||||
Allowance for credit losses | $ 100 | $ 100 | ||||
Stock repurchased, shares | shares | 0 | 0 | ||||
Amortization of other deferred charges | $ 2,095 | |||||
Research and development expense | $ 100 | 500 | ||||
Number of operating segments | Segment | 1 | |||||
Shipping and Handling [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Cost of revenue | $ 1,300 | 1,600 | ||||
Money Market Funds [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Cash | $ 8,000 | |||||
Subsequent Event [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stockholders' Equity, Reverse Stock Split | 1-for-44 | |||||
IPO [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Sale of stock, number of shares issued in transaction | shares | 181,818 | |||||
Sale of stock, price per share | $ / shares | $ 5 | |||||
Sale of stock, consideration received on transaction | $ 36,100 | |||||
Payments of underwriting discounts and commissions | 2,800 | |||||
Payments of stock issuance costs | $ 1,100 | |||||
Conversion of convertible securities | shares | 107,555 | |||||
Convertible preferred stock, shares issued upon conversion | shares | 131,012 | |||||
Measurement Input, EBITDA Multiple [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Net loss attributable to common stockholders | $ 4,500 | $ 4,500 |
Schedule of Information about R
Schedule of Information about Revenue Channels (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |||||
Disaggregation of Revenue [Line Items] | ||||||||
Net sales | $ 7,903 | $ 9,237 | $ 38,592 | $ 54,660 | ||||
Revenue from Contract with Customer Benchmark [Member] | Sales Channel Concentration Risk [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Concentration risk, percentage | 100% | 100% | 100% | 100% | ||||
E Commerce [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net sales | $ 3,265 | [1] | $ 3,895 | [1] | $ 13,405 | [2] | $ 14,565 | [2] |
E Commerce [Member] | Revenue from Contract with Customer Benchmark [Member] | Sales Channel Concentration Risk [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Concentration risk, percentage | 41% | [1] | 42% | [1] | 35% | [2] | 27% | [2] |
International [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net sales | $ 2,874 | [3] | $ 2,311 | [3] | $ 13,720 | [4] | $ 21,851 | [4] |
International [Member] | Revenue from Contract with Customer Benchmark [Member] | Sales Channel Concentration Risk [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Concentration risk, percentage | 37% | [3] | 25% | [3] | 35% | [4] | 40% | [4] |
Direct To Consumer [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net sales | $ 1,209 | $ 1,322 | $ 5,597 | $ 6,620 | ||||
Direct To Consumer [Member] | Revenue from Contract with Customer Benchmark [Member] | Sales Channel Concentration Risk [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Concentration risk, percentage | 15% | 14% | 15% | 12% | ||||
Brick And Mortar [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net sales | $ 555 | [5] | $ 1,709 | [5] | $ 5,870 | $ 11,624 | ||
Brick And Mortar [Member] | Revenue from Contract with Customer Benchmark [Member] | Sales Channel Concentration Risk [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Concentration risk, percentage | 7% | [5] | 19% | [5] | 15% | 21% | ||
[1]The Company’s E-commerce channel includes two customers that amounted to greater than 10 3.2 3.8 10 5.9 7.1 7.5 6.6 10 2.2 2.1 10 11.0 17.7 10 |
Schedule of Information about_2
Schedule of Information about Revenue Channels (Details) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |||||
Disaggregation of Revenue [Line Items] | ||||||||
Net sales | $ 7,903 | $ 9,237 | $ 38,592 | $ 54,660 | ||||
E Commerce [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net sales | 3,265 | [1] | 3,895 | [1] | 13,405 | [2] | 14,565 | [2] |
International [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net sales | $ 2,874 | [3] | $ 2,311 | [3] | $ 13,720 | [4] | $ 21,851 | [4] |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | E Commerce [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Concentration risk, percentage | 10% | 10% | 10% | 10% | ||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | E Commerce [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net sales | $ 3,200 | $ 3,800 | $ 5,900 | $ 7,500 | ||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | International [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Concentration risk, percentage | 10% | 10% | 10% | 10% | ||||
Net sales | $ 2,200 | $ 2,100 | $ 11,000 | $ 17,700 | ||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | E Commerce [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net sales | $ 7,100 | $ 6,600 | ||||||
[1]The Company’s E-commerce channel includes two customers that amounted to greater than 10 3.2 3.8 10 5.9 7.1 7.5 6.6 10 2.2 2.1 10 11.0 17.7 |
Revenue (Details Narrative)
Revenue (Details Narrative) - Integer | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Number of revenue channels | 4 | 4 |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | |||
Food, treats and supplements | $ 5,056 | $ 6,296 | $ 10,212 |
Inventory packaging and supplies | 1,113 | 1,166 | 1,699 |
Total Inventories | 6,169 | 7,462 | 11,911 |
Inventory reserve | (968) | (851) | (1,654) |
Inventories, net | $ 5,201 | $ 6,611 | $ 10,257 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Prepaid Expenses And Other Current Assets | ||||
Prepaid marketing expenses | $ 451 | $ 451 | ||
Other prepaid expenses and other current assets | 718 | 361 | 1,051 | |
Total Prepaid expenses and other current assets | $ 1,169 | 812 | 1,051 | |
Prepaid advertising contract with iHeart | [1] | |||
[1]On August 28, 2019, the Company entered into a radio advertising agreement with iHeart Media + Entertainment, Inc. (“iHeart”) and issued 166,667 3.4 20,834 0.1 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Total fixed assets | $ 537 | $ 534 | $ 544 |
Accumulated depreciation | (339) | (304) | (169) |
Fixed assets, net | 198 | 230 | 375 |
Fixed assets, net | 198 | 230 | 375 |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total fixed assets | $ 18 | $ 18 | 7 |
Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 2 years | 2 years | |
Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | 5 years | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total fixed assets | $ 221 | $ 221 | 221 |
Furniture and Fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 2 years | 2 years | |
Furniture and Fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | 5 years | |
Computer Software, Intangible Asset [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total fixed assets | $ 187 | $ 187 | 187 |
Computer Software, Intangible Asset [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 2 years | 2 years | |
Computer Software, Intangible Asset [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | 3 years | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total fixed assets | $ 111 | $ 108 | $ 129 |
Computer Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 1 year | 1 year | |
Computer Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 2 years | 2 years |
Fixed assets (Details Narrative
Fixed assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 40 | $ 40 | $ 200 | $ 200 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 14,690 | $ 14,690 |
Accumulated amortization | (6,158) | (4,631) |
Impairment Loss | (8,532) | (18,614) |
Net carrying amount | $ 10,059 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 7 years | 7 years |
Gross carrying amount | $ 7,190 | $ 7,190 |
Accumulated amortization | (4,142) | (3,115) |
Impairment Loss | (3,048) | |
Net carrying amount | $ 4,075 | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 15 years | 15 years |
Gross carrying amount | $ 7,500 | $ 7,500 |
Accumulated amortization | (2,016) | (1,516) |
Impairment Loss | (5,484) | |
Net carrying amount | $ 5,984 |
Intangible assets (Details Narr
Intangible assets (Details Narrative) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) Integer | Dec. 31, 2022 USD ($) | Oct. 01, 2022 | Jul. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Impairment charge | $ 8,500,000 | $ 8,500,000 | ||||
Amortization expense | $ 0 | $ 400,000 | $ 1,500,000 | 1,500,000 | ||
Number of reporting units | Integer | 1 | |||||
Discount rate | 20% | 20% | ||||
Impairment of goodwill | $ 8,532,000 | $ 18,614,000 |
Schedule of Accrued and Other L
Schedule of Accrued and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | |||
Accrued taxes | $ 94 | $ 105 | $ 110 |
Accrued payroll and benefits | 479 | 487 | 688 |
Accrued trade promotions and advertising | 203 | 90 | 567 |
Accrued interest | 379 | 254 | 84 |
Accrued commissions | 686 | 385 | |
Deferred revenue | 15 | 7 | 336 |
Short-term financing | 40 | 162 | 165 |
Other | 295 | 294 | 261 |
Total accrued and other liabilities | $ 1,505 | $ 2,085 | $ 2,596 |
Schedule of Components of Debt
Schedule of Components of Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |||||
Line of Credit Facility [Line Items] | |||||||
Line of credit, net | $ 5,379 | $ 5,291 | $ 11,444 | ||||
Less current portion | 5,225 | 4,622 | |||||
Less current portion | 5,225 | 4,622 | |||||
Total long-term debt | 11,444 | ||||||
Line of credit, net | 4,622 | ||||||
Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit, net | $ 3,054 | [1] | $ 2,881 | [1],[2] | |||
Maturity date | [1] | Jun. 21, 2026 | Jun. 21, 2026 | [2] | |||
Line of Credit [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit, net | $ 2,171 | [3] | $ 1,741 | [3],[4] | $ 11,444 | [5] | |
Maturity date | Jun. 21, 2025 | [3] | Jun. 21, 2025 | [3],[4] | Oct. 31, 2024 | [5] | |
[1]Interest at a fixed rate of 10.00 10.00 250 5.50 250 5.50 375 3.75 |
Schedule of Components of Deb_2
Schedule of Components of Debt (Details) (Parenthetical) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Term Loan [Member] | |||
Line of Credit Facility [Line Items] | |||
Interest at fixed rate | 10% | 10% | |
Line of Credit [Member] | Fed Funds Effective Rate Overnight Index Swap Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 250 | 375 | |
Floor interest rate | 5.50% | 3.75% | |
Line of Credit [Member] | Federal Funds Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 250 | ||
Floor interest rate | 5.50% |
Schedule of Future Debt Maturit
Schedule of Future Debt Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | |||
2024 | $ 5,379 | $ 5,291 | |
2025 | |||
2026 | |||
Total | $ 5,379 | $ 5,291 | $ 11,444 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||
Jun. 21, 2023 | Jan. 06, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2023 | Oct. 24, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Jan. 01, 2022 | Aug. 13, 2021 | Aug. 12, 2021 | |||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit | $ 7,841,000 | ||||||||||||||||
Line of credit | $ 2,171,000 | 1,741,000 | |||||||||||||||
Payable in kind interest | 125,000 | 254,000 | |||||||||||||||
Covenant, minimum liquidity required | 3,000,000 | 3,000,000 | |||||||||||||||
Payments on revolving line of credit | 13,500,000 | 5,640,000 | |||||||||||||||
Long term debt | $ 5,379,000 | $ 5,291,000 | 11,444,000 | ||||||||||||||
Old Plank Trail Community Bank NA [Member] | Fed Funds Effective Rate Overnight Index Swap Rate [Member] | Second Amendment [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable interest rate | 285 | ||||||||||||||||
Old Plank Trail Community Bank NA [Member] | Fed Funds Effective Rate Overnight Index Swap Rate [Member] | Third Amendment [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable interest rate | 375 | ||||||||||||||||
Term Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate per annum | 10% | 10% | |||||||||||||||
Debt maturity date | [1] | Jun. 21, 2026 | Jun. 21, 2026 | [2] | |||||||||||||
Long term debt | $ 3,054,000 | [1] | $ 2,881,000 | [1],[2] | |||||||||||||
Term Loan [Member] | Old Plank Trail Community Bank NA [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 6,000,000 | ||||||||||||||||
Debt maturity date | Jan. 06, 2024 | ||||||||||||||||
Floor interest rate | 2.50% | ||||||||||||||||
Term Loan [Member] | Old Plank Trail Community Bank NA [Member] | London Interbank Offered Rate [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable interest rate | 250 | ||||||||||||||||
Line of Credit [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt maturity date | Jun. 21, 2025 | [3] | Jun. 21, 2025 | [3],[4] | Oct. 31, 2024 | [5] | |||||||||||
Long term debt | $ 2,171,000 | [3] | $ 1,741,000 | [3],[4] | $ 11,444,000 | [5] | |||||||||||
Line of Credit [Member] | Fed Funds Effective Rate Overnight Index Swap Rate [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable interest rate | 250 | 375 | |||||||||||||||
Floor interest rate | 5.50% | 3.75% | |||||||||||||||
Line of Credit [Member] | Old Plank Trail Community Bank NA [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 6,000,000 | ||||||||||||||||
Debt maturity date | Jan. 06, 2024 | ||||||||||||||||
Floor interest rate | 2.50% | ||||||||||||||||
Line of Credit [Member] | Old Plank Trail Community Bank NA [Member] | London Interbank Offered Rate [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable interest rate | 250 | ||||||||||||||||
Wintrust Receivables Credit Facility [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Face amount advance (up to) | 75% | ||||||||||||||||
Basis spread on variable interest rate | 2.50% | ||||||||||||||||
Interest rate per annum | 11% | 11% | |||||||||||||||
Initial term of agreement | 2 years | ||||||||||||||||
Renewal term of agreement | 60 days | ||||||||||||||||
Accounts receivable, net | $ 4,000,000 | $ 10,500,000 | |||||||||||||||
Line of credit | 3,000,000 | 7,800,000 | |||||||||||||||
Line of credit | 2,200,000 | 1,700,000 | |||||||||||||||
Wintrust Receivables Credit Facility [Member] | Prime Rate [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable interest rate | 2.50% | ||||||||||||||||
Wintrust Receivables Credit Facility [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Eligible customer invoices purchased, maximum | $ 4,800,000 | ||||||||||||||||
Alphia Term Loan Facility [Member] | Line of Credit [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate per annum | 10% | ||||||||||||||||
Original principal amount | $ 5,000,000 | ||||||||||||||||
Line of credit | 5,000,000 | 5,000,000 | |||||||||||||||
Payable in kind interest | 400,000 | 300,000 | |||||||||||||||
Debt discounts | 2,200,000 | 2,200,000 | |||||||||||||||
Debt issuance costs | $ 200,000 | 200,000 | |||||||||||||||
Wintrust Credit Facility [Member] | Line of Credit [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt issuance costs | $ 200,000 | ||||||||||||||||
Maximum borrowing capacity | $ 13,500,000 | $ 7,500,000 | $ 6,000,000 | ||||||||||||||
Floor interest rate | 3.75% | ||||||||||||||||
Maturity date, description | January 6, 2024 to October 31, 2024 | ||||||||||||||||
Fixed charge coverage ratio | 1.25 to 1.00 | ||||||||||||||||
Liquidity required (no less than) | $ 12,000,000 | $ 13,000,000 | |||||||||||||||
Covenant, minimum liquidity required | $ 8,500,000 | ||||||||||||||||
Restricted cash | $ 6,000,000 | $ 6,300,000 | $ 6,900,000 | $ 7,200,000 | |||||||||||||
Payments on revolving line of credit | $ 13,500,000 | ||||||||||||||||
Long term debt | $ 0 | $ 11,400,000 | |||||||||||||||
[1]Interest at a fixed rate of 10.00 10.00 250 5.50 250 5.50 375 3.75 |
Schedule of Estimated Purchase
Schedule of Estimated Purchase Price Allocation Made for Business Combination (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Common stock | $ 399,713 |
Total consideration | 399,713 |
Subscription receipts receivable | 1,100 |
HST Receivable | 856 |
Goodwill | 405,194 |
Total assets acquired | 407,150 |
AP and accruals | 7,437 |
Total liabilities acquired | 7,437 |
Net assets acquired | $ 399,713 |
Business combinations (Details
Business combinations (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Nov. 30, 2023 | Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | ||
Business combination for purchase price | $ 400 | |
Goodwill amortized over a period | 15 years | |
Business combination acquisition related costs | $ 100 | |
Stock issued during period shares acquisitions | 6,818 | |
Stock issued during period Value acquisitions | $ 100 | $ 400 |
Schedule of Carrying Amount and
Schedule of Carrying Amount and Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |||
Term Loan [Member] | Fair Value, Inputs, Level 3 [Member] | Reported Value Measurement [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt | $ 3,054 | [1] | $ 2,881 | [1] | [2] | |
Term Loan [Member] | Fair Value, Inputs, Level 3 [Member] | Estimate of Fair Value Measurement [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt | 3,565 | [1] | 3,314 | [1] | [2] | |
Line of Credit [Member] | Fair Value, Inputs, Level 2 [Member] | Reported Value Measurement [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt | 2,171 | [3] | 1,741 | [3] | 11,444 | [4] |
Line of Credit [Member] | Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt | $ 2,171 | [3] | $ 1,741 | [3] | $ 11,444 | [4] |
[1]the fair value estimates are based on unobservable inputs reflecting management’s assumptions about inputs used in pricing the asset or liability[2]the fair value estimates are based on unobservable inputs reflecting management’s assumptions about inputs used in pricing the asset or liability[3]the fair value estimates are based upon observable market data[4]the fair value estimates are based upon observable market data |
Commitments and contingencies (
Commitments and contingencies (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | |||
Purchase obligation | $ 0 | $ 0 | $ 0 |
Schedule of Outstanding Warrant
Schedule of Outstanding Warrants (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Warrants | |||
Warrants outstanding, Balance | 550,039 | 214,400 | 214,400 |
Weighted Average Exercise Price outstanding, Balance | $ 2.47 | $ 5.92 | $ 5.92 |
Warrants, Issued | 335,639 | ||
Weighted Average Exercise Price, Issued | $ 11.44 | ||
Warrants, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Warrants, Terminated/Expired | |||
Weighted Average Exercise Price, Terminated/Expired | |||
Warrants outstanding, Balance | 550,039 | 550,039 | 214,400 |
Weighted Average Exercise Price outstanding, Balance | $ 2.47 | $ 2.47 | $ 5.92 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 12 Months Ended | |||
Jun. 21, 2023 | Dec. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding, intrinsic value | $ 0 | $ 0 | $ 0 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Warrant [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Loss (gain) in change of fair value of warrant liabilities | $ 200,000 | |||
Line of Credit [Member] | Fair Value, Inputs, Level 3 [Member] | Reported Value Measurement [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants liabilities | $ 2,200,000 | $ 2,200,000 | ||
Secured Debt [Member] | Line of Credit [Member] | Alphia Term Loan Facility [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Term loan remains outstanding period | 12 months | |||
First Tranche Warrant [Member] | Secured Debt [Member] | Line of Credit [Member] | Alphia Term Loan Facility [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants converted | 148,758 | |||
Common stock, par value | $ 0.001 | |||
Price per share | $ 11.44 | |||
Second Tranche Warrant [Member] | Secured Debt [Member] | Line of Credit [Member] | Alphia Term Loan Facility [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants converted | 186,882 | |||
Price per share | $ 11.44 | |||
Warrants expiration | Jun. 21, 2028 |
Schedule of Options Granted and
Schedule of Options Granted and Outstanding (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Options Outstanding, Balance | 54 | 70 | 61 | |
Weighted Average Exercise Price, Balance | $ 5.03 | $ 5.39 | $ 6.10 | |
Weighted Average Remaining Contractual Life (Years), Options outstanding | 5 years 8 months 12 days | 5 years 8 months 12 days | 7 years 2 months 12 days | 8 years 6 months |
Aggregate Intrinsic Value | ||||
Options, Granted | 5 | 14 | ||
Weighted Average Exercise Price, Granted | $ 0.35 | $ 2.24 | ||
Options, Forfeited/Expired | (3) | (21) | (5) | |
Weighted Average Exercise Price, Forfeited/Expired | $ 6.78 | $ 5.19 | $ 5.26 | |
Options Outstanding, Balance | 51 | 54 | 70 | 61 |
Weighted Average Exercise Price, Balance | $ 4.95 | $ 5.03 | $ 5.39 | $ 6.10 |
Aggregate Intrinsic Value | ||||
Options, Exercisable | 45 | 46 | 49 | |
Weighted Average Exercise Price, Exercisable | $ 5.42 | $ 5.54 | $ 5.84 | |
Weighted Average Remaining Contractual Life (Years), Options exercisable | 5 years 4 months 24 days | 5 years 2 months 12 days | 6 years 6 months | |
Aggregate Intrinsic Value, Exercisable | ||||
Options, Fully vested | $ 49 | |||
Weighted Average Exercise Price, Fully vested | $ 5.54 | $ 5.84 | ||
Weighted Average Remaining Contractual Life (Years), Options Fully vested | 5 years 2 months 12 days | 6 years 6 months | ||
Aggregate Intrinsic Value, Fully vested | ||||
Options, Option Vested | $ 8 | $ 21 | ||
Weighted Average Exercise Price, Option Expected Vested | $ 1.74 | $ 4.32 | ||
Weighted Average Remaining Contractual Life (Years), Options Expected vest | 8 years 10 months 24 days | 8 years 9 months 18 days | ||
Aggregate Intrinsic Value, Options Expected Vest |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumptions (Details) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Risk-free interest rate minimum | 0.33% | 0.33% | 0.33% | 1.70% | ||||
Risk-free interest rate maximum | 4.02% | 4.02% | 4.02% | 4.02% | ||||
Expected dividend yield | ||||||||
Minimum [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Expected volatility | 0% | [1] | 0% | [1] | 0% | [2] | 65% | [2] |
Expected life | 0 years | [3] | 0 years | [3] | 0 years | [4] | 6 years | [4] |
Maximum [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Expected volatility | 72.50% | [1] | 72.50% | [1] | 72.50% | [2] | 72.50% | [2] |
Expected life | 7 years 7 months 6 days | [3] | 7 years 7 months 6 days | [3] | 7 years 7 months 6 days | [4] | 6 years 6 months | [4] |
[1]Expected volatility was determined using a combination of historical volatility and implied volatility.[2]Expected volatility was determined using a combination of historical volatility and implied volatility.[3]For certain options, the simplified method is utilized to determine the expected life due to the lack of historical data.[4]For certain options, the simplified method is utilized to determine the expected life due to the lack of historical data. |
Share-based compensation (Detai
Share-based compensation (Details Narrative) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
Nov. 11, 2019 | Feb. 29, 2024 | Jan. 31, 2023 | Feb. 28, 2022 | Mar. 31, 2024 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2023 | Jan. 01, 2022 | Jan. 01, 2021 | Nov. 10, 2019 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Share-based compensation | $ 0.5 | $ 0.9 | $ 1.8 | $ 3 | |||||||||||
Share-Based Payment Arrangement, Option [Member] | Minimum [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Award vesting period | 2 years | 2 years | |||||||||||||
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Award vesting period | 3 years | 3 years | |||||||||||||
2019 Incentive Award Plan [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Authorized issuance shares of common stock | 34,091 | 194,493 | 127,606 | 61,364 | 24,621 | ||||||||||
Percent of common stock outstanding | 10% | ||||||||||||||
Authorized common stock issuance | 204,546 | ||||||||||||||
2019 Incentive Award Plan [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Share-based compensation | $ 0.1 | 0.3 | $ 1 | $ 2.4 | |||||||||||
Unrecognized share-based compensation related to options | $ 0.1 | $ 0.2 | |||||||||||||
Period of recognition for unrecognized share-based compensation | 4 months 24 days | 4 months 24 days | |||||||||||||
2019 Incentive Award Plan [Member] | Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Expiration period | 10 years | ||||||||||||||
2019 Incentive Award Plan [Member] | Restricted Stock [Member] | Board of Directors [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Share-based compensation | $ 0.4 | $ 0.5 | $ 0.5 | $ 0.1 | $ 0.1 | ||||||||||
Awards granted | 42,088 | 20,292 | 4,962 | 409 | 1,489 | ||||||||||
2019 Incentive Award Plan [Member] | Restricted Stock [Member] | Executives and Employees [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Share-based compensation | $ 0.1 | $ 0.1 | |||||||||||||
Awards granted | 4,545 | 909 | |||||||||||||
2019 Incentive Award Plan [Member] | Restricted Stock [Member] | Two Member of Board of Directors [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Share-based compensation | $ 0.3 | ||||||||||||||
Awards granted | 34,090 |
Employee benefit plans (Details
Employee benefit plans (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||||
Contribution expenses | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.2 |
Related party transactions (Det
Related party transactions (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Accounts payable | $ 7,478 | $ 6,928 | $ 2,932 | |
Board of Directors [Member] | ||||
Related Party Transaction [Line Items] | ||||
Director fees incurred | 100 | 100 | ||
Director [Member] | ||||
Related Party Transaction [Line Items] | ||||
Director fees incurred | 300 | 300 | ||
Accounts payable | 100 | $ 100 | ||
Director [Member] | Believeco [Member] | ||||
Related Party Transaction [Line Items] | ||||
Marketing expense | $ 10 | $ 10 | 400 | |
Accounts payable | $ 100 |
Income taxes (Details Narrative
Income taxes (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Income tax benefit (expense) | $ 2,000 | $ 2,000 | $ (18,000) | ||
Effective tax rate | 1% | 1% | 0% | ||
Federal statutory rate | 21% | 21% | 21% | 21% | |
Valuation allowance | $ (29,509,000) | $ (24,479,000) | $ (19,095,000) | ||
Accrued interest and penalties | 0 | 0 | |||
Domestic Tax Jurisdiction [Member] | |||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Net operating loss carryforwards | 89,700,000 | 59,300,000 | |||
Maximum [Member] | |||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Income tax benefit (expense) | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Inventories [Member] | Supplier Concentration Risk [Member] | Two Vendors [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 75% | 64% | 69% | |
Inventories [Member] | Supplier Concentration Risk [Member] | Three Vendors [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 81% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 89% | 79% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 88% | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 70% | 62% | 58% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Four Customers [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 70% |
Schedule of Basic and Diluted N
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (2,830) | $ (3,484) | $ (22,770) | $ (39,316) |
Net loss available to common stockholders | $ (2,830) | $ (3,484) | $ (22,770) | $ (39,316) |
Basic WASO | 786,745 | 692,615 | 705,185 | 667,114 |
Dilutive common stock equivalents | ||||
Diluted WASO | 786,745 | 692,615 | 705,185 | 667,114 |
Net loss per share attributable to common stockholders, basic | $ (3.60) | $ (5.03) | $ (32.29) | $ (58.93) |
Net loss per share attributable to common stockholders, diluted | $ (3.60) | $ (5.03) | $ (32.29) | $ (58.93) |
Less: Adjustment due to warrant modifications |
Loss per share (Details Narrati
Loss per share (Details Narrative) - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 214,400 | 214,400 | |
Employee Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 65,740 | 53,285 | 69,654 |
Other Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 146 | 146 | |
Warrant Liabilities [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 335,640 | ||
First Tranche Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 148,758 | ||
Second Tranche Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 186,882 |
Schedule of Prepaid Expenses _2
Schedule of Prepaid Expenses and Other Current Assets (Details) (Parenthetical) - Common Stock [Member] - I Heart Media [Member] - USD ($) $ in Millions | Mar. 05, 2020 | Aug. 28, 2019 |
Shares issued to third-parties for services | 20,834 | 166,667 |
Stock issued during period, value, issued for services | $ 0.1 | $ 3.4 |
Schedule of goodwill (Details)
Schedule of goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Beginning balance | $ 18,614 | |
Impairment expense | ||
Impairment expense | (8,532) | (18,614) |
Ending balance |
Schedule of Significant Inputs
Schedule of Significant Inputs to Warrants Liabilities (Details) | Dec. 21, 2023 |
First Tranche Warrant [Member] | Measurement Input, Exercise Price [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant liabilities, measurement input | 11.44 |
First Tranche Warrant [Member] | Measurement Input, Share Price [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant liabilities, measurement input | 12 |
First Tranche Warrant [Member] | Measurement Input, Price Volatility [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant liabilities, measurement input | 62 |
First Tranche Warrant [Member] | Measurement Input, Expected Term [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant liabilities, time to maturity | 5 years |
First Tranche Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant liabilities, measurement input | 3.92 |
First Tranche Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant liabilities, measurement input | |
Second Tranche Warrant [Member] | Measurement Input, Exercise Price [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant liabilities, measurement input | 11.44 |
Second Tranche Warrant [Member] | Measurement Input, Share Price [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant liabilities, measurement input | 12 |
Second Tranche Warrant [Member] | Measurement Input, Price Volatility [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant liabilities, measurement input | 62 |
Second Tranche Warrant [Member] | Measurement Input, Expected Term [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant liabilities, time to maturity | 5 years |
Second Tranche Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant liabilities, measurement input | 3.92 |
Second Tranche Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant liabilities, measurement input |
Schedule of Warrant Liability A
Schedule of Warrant Liability Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value of warrant liabilities | $ 236 | |
Warrant [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | ||
Warrant liabilities issued | 2,208 | |
Change in fair value of warrant liabilities | 236 | |
Reclassification of warrants liabilities to equity | (2,444) | |
Ending balance |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||||
Statutory U.S. Federal income tax | $ (4,782) | $ (8,260) | ||
Statutory U.S. Federal income tax percentage | 21% | 21% | 21% | 21% |
Statutory U.S. Federal income tax | $ (309) | $ (167) | ||
State income taxes, net percentage | 1.30% | 0.40% | ||
Meals and entertainment | $ 5 | |||
Meals and entertainment | ||||
Statutory U.S. Federal income tax | $ 5,031 | $ 5,384 | ||
Change in valuation allowance percentage | (22.10%) | (13.70%) | ||
Statutory U.S. Federal income tax | $ 3,802 | |||
Goodwill impairment percentage | (9.70%) | |||
Statutory U.S. Federal income tax | $ 50 | |||
Warrant valuation percentage | (0.20%) | |||
Statutory U.S. Federal income tax | ||||
Tax effect of non-deductible equity instruments percentage | 0.10% | |||
Statutory U.S. Federal income tax | $ 5 | $ (5) | ||
Return to provision adjustment percentage | ||||
Statutory U.S. Federal income tax | $ 2 | $ (772) | ||
Other percentage | 2% | |||
Statutory U.S. Federal income tax | $ 2 | $ 2 | $ (18) | |
Total provision percentage | 0% | 0.10% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Subsequent Events [Abstract] | |||
Net operating loss carryforwards | $ 21,662 | $ 19,182 | |
ROU assets | 28 | 42 | |
Share-based compensation | 5,320 | 5,251 | |
Inventory | 68 | 157 | |
Other assets | 2,508 | 2,306 | |
Gross deferred tax assets | 29,586 | 26,938 | |
Valuation allowance | (29,509) | (24,479) | $ (19,095) |
Net deferred tax assets | 77 | 2,459 | |
Fixed assets | (50) | (86) | |
Operating lease liabilities | (27) | (41) | |
Intangibles | (2,332) | ||
Deferred tax liabilities, net of valuation allowance |
Schedule of Valuation Allowance
Schedule of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Valuation allowance, at beginning of year | $ 24,479 | $ 19,095 |
Increase in valuation allowance | 5,030 | 5,384 |
Valuation allowance, at end of year | $ 29,509 | $ 24,479 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Feb. 09, 2024 | May 31, 2024 | Apr. 30, 2024 | Feb. 29, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 16, 2024 | |
Subsequent Event [Line Items] | |||||||||
Additional borrowing from lines of credit | $ 7,841 | ||||||||
Share based compensation expense | $ 500 | $ 900 | $ 1,800 | $ 3,000 | |||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock repurchase program, authorized amount | $ 5,000 | ||||||||
Listed company description | the Company received a notice from the NYSE American LLC (the “NYSE American”), notifying the Company that it is no longer in compliance with NYSE American continued listing standards. The NYSE American requires a listed company to have stockholders’ equity of $4.0 million or more if the listed company has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. The Company reported a stockholders’ equity of $3.0 million as of December 31, 2023, and losses from continuing operations and/or net losses in three out of its four most recent fiscal years ended December 31, 2023. The Notice has no immediate impact on the listing of the Company’s shares of common stock, which will continue to be listed and traded on the NYSE American. The Company must submit a plan of compliance (the “Plan”) by May 24, 2024, addressing how it intends to regain compliance with the continued listing standards before the end of the cure period ends on October 24, 2025. The Company has begun to prepare its Plan for submission to the NYSE American by the May 24, 2024 deadline. | ||||||||
Subsequent Event [Member] | Board of Directors [Member] | 2019 Incentive Award Plan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Restricted shares, granted | 42,088 | ||||||||
Share based compensation expense | $ 400 | ||||||||
Subsequent Event [Member] | Aimia Pet Healthco, Inc. [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares of common stock | 45,629 | ||||||||
Wintrust Credit Facility [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Additional borrowing from lines of credit | $ 600 | $ 800 |