Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41228 | |
Entity Registrant Name | BARFRESH FOOD GROUP INC. | |
Entity Central Index Key | 0001487197 | |
Entity Tax Identification Number | 27-1994406 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 3600 Wilshire Blvd. | |
Entity Address, Address Line Two | Suite 1720 | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90010 | |
City Area Code | 310 | |
Local Phone Number | 598-7113 | |
Title of 12(b) Security | Common stock, $0.000001 par value | |
Trading Symbol | BRFH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,934,741 | |
Entity Information, Former Legal or Registered Name | Not Applicable |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 2,837,000 | $ 5,533,000 |
Restricted cash | 211,000 | 142,000 |
Trade accounts receivable, net | 1,142,000 | 1,223,000 |
Other receivables | 77,000 | |
Inventory, net | 602,000 | 705,000 |
Prepaid expenses and other current assets | 137,000 | 64,000 |
Total current assets | 5,006,000 | 7,667,000 |
Property, plant and equipment, net of depreciation | 1,241,000 | 1,588,000 |
Operating lease right-of-use assets, net | 36,000 | 87,000 |
Intangible assets, net of amortization | 323,000 | 370,000 |
Deposits | 7,000 | 7,000 |
Total assets | 6,613,000 | 9,719,000 |
Current liabilities: | ||
Accounts payable | 1,802,000 | 974,000 |
Accrued expenses | 315,000 | 228,000 |
Accrued payroll and employee related | 231,000 | 212,000 |
Lease liability | 39,000 | 81,000 |
Total current liabilities | 2,387,000 | 1,495,000 |
Long term liabilities: | ||
Accrued interest | 34,000 | |
Lease liability | 14,000 | |
Total liabilities | 2,387,000 | 1,543,000 |
Commitments and contingencies (Note 5) | ||
Stockholders’ equity: | ||
Preferred stock, $0.000001 par value, 400,000 shares authorized, none issued or outstanding | ||
Common stock, $0.000001 par value; 23,000,000 shares authorized; 12,934,741 and 12,905,112 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | ||
Additional paid in capital | 60,730,000 | 60,341,000 |
Accumulated deficit | (56,504,000) | (52,165,000) |
Total stockholders’ equity | 4,226,000 | 8,176,000 |
Total liabilities and stockholders’ equity | $ 6,613,000 | $ 9,719,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 400,000 | 400,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 23,000,000 | 23,000,000 |
Common stock, shares issued | 12,934,741 | 12,905,112 |
Common stock, shares outstanding | 12,934,741 | 12,905,112 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 2,406,000 | $ 1,930,000 | $ 7,731,000 | $ 4,246,000 |
Cost of revenue | 3,129,000 | 1,209,000 | 6,807,000 | 2,614,000 |
Gross profit | (723,000) | 721,000 | 924,000 | 1,632,000 |
Operating expenses: | ||||
Selling, marketing and distribution | 815,000 | 480,000 | 2,137,000 | 1,236,000 |
General and administrative | 1,058,000 | 586,000 | 2,736,000 | 1,598,000 |
Depreciation and amortization | 112,000 | 163,000 | 390,000 | 456,000 |
Total operating expenses | 1,985,000 | 1,229,000 | 5,263,000 | 3,290,000 |
Operating loss | (2,708,000) | (508,000) | (4,339,000) | (1,658,000) |
Other (income)/expenses | ||||
Gain from derivative liability | (16,000) | |||
Gain from debt extinguishment - Paycheck Protection Program | (568,000) | |||
Loss on debt extinguishment | 194,000 | |||
Interest | 128,000 | |||
Total other expense | (262,000) | |||
Net loss | $ (2,708,000) | $ (508,000) | $ (4,339,000) | $ (1,396,000) |
Per share information - basic and fully diluted: | ||||
Weighted average shares outstanding | 12,931,000 | 12,892,000 | 12,920,000 | 12,143,000 |
Net loss per share | $ (0.21) | $ (0.04) | $ (0.34) | $ (0.11) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (4,339,000) | $ (1,396,000) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 407,000 | 370,000 |
Stock-based compensation | 211,000 | 52,000 |
Stock and options issued for services | 173,000 | 75,000 |
Interest expense related to debt discount | 56,000 | |
Gain on debt extinguishment - Paycheck Protection Program | (568,000) | |
Gain on derivative | (16,000) | |
Loss on debt extinguishment | 194,000 | |
Changes in assets and liabilities | ||
Accounts receivable | 81,000 | (757,000) |
Other receivables | (77,000) | |
Inventories | 103,000 | (308,000) |
Prepaid expenses and other assets | (78,000) | (30,000) |
Accounts payable | 828,000 | 1,064,000 |
Accrued expenses | 106,000 | 46,000 |
Accrued interest | (34,000) | 72,000 |
Net cash used in operating activities | (2,619,000) | (1,146,000) |
Investing activities | ||
Purchase of property and equipment | (13,000) | (137,000) |
Net cash used in investing activities | (13,000) | (137,000) |
Financing activities | ||
Proceeds from issuance of stock | 5,000 | 6,000,000 |
Proceeds from note payable | 568,000 | |
Repayment of convertible notes | (840,000) | |
Net cash from financing activities | 5,000 | 5,728,000 |
Net change in cash and restricted cash | (2,627,000) | 4,445,000 |
Cash and restricted cash, beginning of period | 5,675,000 | 1,959,000 |
Cash and restricted cash, end of period | 3,048,000 | 6,404,000 |
Cash paid during the period for: | ||
Amounts included in the measurement of lease liabilities | 60,000 | 48,000 |
Non-cash financing and investing activities: | ||
Net carrying value of convertible notes and accrued interest extinguished through issuance of stock | 467,000 | |
Accrued interest paid in stock | 151,000 | |
Equipment included in accounts payable and accrued liability | 85,000 | |
Extinguishment of derivative liability | $ 25,000 |
Description of the Business, Ba
Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies | Note 1. Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies Barfresh Food Group Inc., (“we,” “us,” “our,” and the “Company”) was incorporated on February 25, 2010 in the State of Delaware. The Company is engaged in the manufacture and distribution of ready-to-drink and ready-to-blend beverages, particularly, smoothies, shakes and frappes. Recent Business Developments The Company’s products are produced to its specifications through several co-manufacturers. One of the Company’s co-manufacturers has provided approximately 58 Over the course of 2022, the Company has experienced quality issues with the case packaging utilized by the co-manufacturer. In July of 2022, the Company began receiving customer complaints about the texture of the Company’s smoothie products produced by the same co-manufacturer. In response, subsequent to September 30, 2022, the Company has withdrawn product from the market and destroyed on-hand inventory. The results for the third quarter of 2022 reflect the estimated accounting impact of such actions, including $ 630,000 932,000 The Company has been attempting to informally resolve the issues. However, on November 4, 2022, in response to a formal proposal of alternate resolutions, the Company received notification from its co-manufacturer that it was denying any responsibility for the defective manufacture of the product. In response, on November 10, 2022, the Company filed a complaint in the United States District Court for the Central District of California, Western Division, claiming that the co-manufacturer has not met its obligations under the Agreement, and seeking economic damages. Due to the uncertainties of litigation, the Company is not able to predict either the outcome or a range of reasonably possible recoveries that could result from its legal action against the co-manufacturer, and no gain contingencies have been recorded. The Company anticipates that the disruption in its supply resulting from the dispute will adversely impact its results of operations and cash flow until a suitable resolution is reached or new sources of reliable supply at sufficient volume can be identified and developed, the timing of which is uncertain. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 10, 2022. In management’s opinion, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented. Operating results for any quarter are not necessarily indicative of the results for the full fiscal year. Reverse Stock Split Effective December 29, 2021, the Company amended its certificate of incorporation to implement a 1-for-13 reverse stock split Principles of Consolidation The consolidated financial statements include the financial statements of the Company and our wholly owned subsidiaries, Barfresh Inc. and Barfresh Corporation Inc. (formerly known as Smoothie, Inc.). All inter-company balances and transactions among the companies have been eliminated upon consolidation. Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information available as of the date of the financial statements; therefore, actual results may differ from these estimates. Vendor Concentrations The Company is exposed to supply risk as a result of concentrations in its vendor base resulting from the use of a limited number of contract manufacturers. Purchases from the Company’s contract manufacturers as a percent of all finished goods purchased were as follows: Schedule of Company’s Contact Manufacturers of Finished Goods For the three months ended September 30, For the nine months ended September 30, 2022 2021 2022 2021 Manufacturer A 54 % 31 % 58 % 42 % Manufacturer B 31 % 32 % 28 % 36 % Manufacturer C 9 % 30 % 8 % 15 % Manufacturer D 6 % 7 % 6 % 7 % 100 % 100 % 100 % 100 % Summary of Significant Accounting Policies There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 10, 2022 that have had a material impact on our condensed consolidated financial statements and related notes. Fair Value Measurement Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value. Our financial instruments consist of cash, accounts receivable, accounts payable, advanced payments, restricted cash, as well as our Paycheck Protection Program (“PPP”) loan, convertible notes, and derivative liabilities which were settled in 2021. The carrying value of our financial instruments on September 30, 2022, December 31, 2021 and September 30, 2021 approximates their fair values, except for the derivative liability, which was carried at fair value prior to its extinguishment. Restricted Cash At September 30, 2022 and December 31, 2021, the Company had approximately $ 211,000 142,000 Accounts Receivable As of December 31, 2021, the Company’s allowance for doubtful accounts was approximately $ 121,000 Other Receivables Other receivables consist of amounts due from vendors for materials acquired on their behalf for use in manufacturing the Company’s products. Revenue Recognition In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains ownership of promised goods. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods, net of rebates and other marketing allowances. The Company applies the following five steps: 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable. For the Company, the contract is the approved sales order, which may also be supplemented by other agreements that formalize various terms and conditions with customers. 2) Identify the performance obligation in the contract Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer. For the Company, this consists of the delivery of frozen beverages, which provide immediate benefit to the customer. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and is generally stated on the approved sales order. Variable consideration, which typically includes rebates or discounts, are estimated utilizing the most likely amount method and amounts recorded as revenue and accounts receivable reflect such estimates at the time of shipment. Subsequent adjustments to estimates of variable consideration have not been material. 4) Allocate the transaction price to performance obligations in the contract Since our contracts contain a single performance obligation, delivery of frozen beverages, the transaction price is allocated to that single performance obligation. 5) Recognize Revenue when or as the Company satisfies a performance obligation The Company recognizes revenue from the sale of frozen beverages when title and risk of loss passes and the customer accepts the goods, which generally occurs at the time of delivery to a customer warehouse. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of sales at the time the sale is recognized. Shipping and handling costs are treated as fulfilment costs and presented in distribution, selling and administrative costs. Payments that are received before performance obligations are recorded are shown as current liabilities. The Company evaluated the requirement to disaggregate revenue and concluded that substantially all of its revenue comes from smoothie beverages. Storage and Shipping Costs Storage and outbound freight costs are included in selling and marketing expense. For the three months ending September 30, 2022 and 2021, storage and outbound freight totaled approximately $ 450,000 316,000 1,208,000 717,000 Research and Development Expenditures for research activities relating to product development and improvement are charged to expense as incurred. The Company incurred approximately $ 220,000 34,000 347,000 173,000 Loss Per Share At September 30, 2022 and 2021 common stock equivalents have not been included in the calculation of net loss per share as their effect is anti-dilutive as a result of losses incurred. Reclassifications Certain reclassifications have been made to the 2021 financial statements to conform to the 2022 presentation, including the presentation of selling and marketing expense apart from general and administrative expense in the condensed consolidated statement of operations, and the presentation of a reconciliation of the components of net cash used in operating activities as well as the inclusion of operating lease payments in operating activities in the condensed consolidated statement of cash flows. Recent Pronouncements From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We have not determined if the impact of recently issued standards that are not yet effective will have an impact on our results of operations and financial position. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 2. Inventory Inventory consists of the following: Schedule of Inventory September 30, December 31, 2022 2021 Raw materials $ 40,000 $ 105,000 Finished goods 562,000 600,000 Inventory, net $ 602,000 $ 705,000 |
Property Plant and Equipment
Property Plant and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property Plant and Equipment | Note 3. Property Plant and Equipment Property and equipment, net consist of the following: Schedule of Major Classes of Property and Equipment September 30, December 31, 2022 2021 Manufacturing and customer equipment $ 3,815,000 $ 3,800,000 Other property 36,000 36,000 Property and equipment, gross 3,851,000 3,836,000 Less: accumulated depreciation (3,256,000 ) (2,894,000 ) Property and equipment 595,000 942,000 Equipment not yet placed in service 646,000 646,000 Property and equipment, net of depreciation $ 1,241,000 $ 1,588,000 Depreciation expense related to these assets was approximately 105,000 147,000 360,000 407,000 10,000 18,000 |
Convertible Notes and Derivativ
Convertible Notes and Derivative Liability (Related and Unrelated Party) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes and Derivative Liability (Related and Unrelated Party) | Note 4. Convertible Notes and Derivative Liability (Related and Unrelated Party) In 2018, the Company issued Milestone I and Milestone II Convertible Notes, which were repaid and converted in the second quarter of 2021. The Milestone II Convertible Notes contained variable conversion provisions based on the future price of the Company’s common stock, resulting in the potential issuance of an indeterminate number of shares of common stock upon conversion. The Company measured the fair value of the derivative resulting from the variable conversion provisions each reporting period. Upon debt extinguishment the Company’s derivative liability was revalued at approximately $ 25,000 16,000 25,000 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5. Commitments and Contingencies Lease Commitments The Company leases office space under a non-cancellable operating lease which expires on March 31, 2023 20,000 60,000 36,000 The following table presents the future operating lease payment as of September 30, 2022: Schedule of Estimate Future Maturities of Lease Liabilities 2022 (three months remaining) $ 20,000 2023 20,000 Total lease payments 40,000 Less: imputed interest (1,000 ) Total lease liability $ 39,000 Legal Proceedings As described in Note 1, the Company has filed a lawsuit against its co-manufacturer, Schreiber Foods, Inc., the outcome of which cannot be predicted at this time. From time to time, various lawsuits and legal proceedings may arise in the ordinary course of business. Litigation is subject to inherent uncertainties and an adverse result in these, or other matters may arise from time to time that may harm our business. The Company is currently the defendant in one legal proceeding for an amount less than $ 100,000 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 6. Stockholders’ Equity The following are changes in stockholders’ equity for the nine months ended September 30, 2021 and September 30, 2022: Barfresh Food Group, Inc. Condensed Consolidated Statements of Stockholders’ Equity Schedule of Changes in Stockholders' Equity Additional Common Stock paid in Accumulated Shares Amount Capital (Deficit) Total Balance December 31, 2020 11,471,797 $ - $ 53,224,000 $ (50,900,000 ) $ 2,324,000 Issuance of stock for capital raise 1,282,051 - 6,000,000 - 6,000,000 Conversion of debt and accrued interest 114,614 - 685,000 - 685,000 Interest paid in shares 19,377 - 151,000 - 151,000 Issuance of stock for services 4,579 - 75,000 - 75,000 Equity based compensation - - 52,000 - 52,000 Shares issued for warrant exercise Shares issued for warrant exercise, shares Net loss - - - (1,396,000 ) (1,396,000 ) Balance September 30, 2021 12,892,418 $ - $ 60,187,000 $ (52,296,000 ) $ 7,891,000 Additional Common Stock paid in Accumulated Shares Amount Capital (Deficit) Total Balance December 31, 2021 12,905,112 $ - $ 60,341,000 $ (52,165,000 ) $ 8,176,000 Beginning balance 12,905,112 $ - $ 60,341,000 $ (52,165,000 ) $ 8,176,000 Shares issued for warrant exercise 986 - 5,000 - 5,000 Equity based compensation 5,000 - 211,000 - 211,000 Issuance of stock for services 23,643 - 173,000 - 173,000 Net loss - - - (4,339,000 ) (4,339,000 ) Balance September 30, 2022 12,934,741 $ - $ 60,730,000 $ (56,504,000 ) $ 4,226,000 Ending balance 12,934,741 $ - $ 60,730,000 $ (56,504,000 ) $ 4,226,000 Warrants During the nine months ended September 30, 2022, 102,852 8.82 986 5.07 5,000 Equity Incentive Plan Stock Options The following is a summary of stock option activity for the nine months ended September 30, 2022: Summary of Stock Options Activity Number of Options Weighted average exercise price per share Remaining term in years Outstanding on December 31, 2021 625,016 $ 7.55 3.8 Issued 56,980 $ 5.90 Cancelled/expired (17,644 ) $ 5.08 Outstanding on September 30, 2022 664,352 $ 7.38 3.2 Exercisable, September 30, 2022 577,242 $ 7.64 2.7 The fair value of the options issued was calculated using the Black-Scholes option pricing model, based on the following: Summary of Fair Value of Options Using Black-Sholes Option Pricing Model 2022 Expected term (in years) 5.5 8 Weighted average expected volatility 84.8 % Weighted average risk-free interest rate 2.1 % Expected dividends $ - Weighted average grant date fair value per share $ 4.53 As of September 30, 2022, the Company has approximately $ 180,000 2.2 Restricted Stock The following is a summary of restricted stock award and restricted stock unit activity for the nine months ended September 30, 2022: Summary of Restricted Stock Award and Restricted Stock Unit Activity Number of shares Weighted average grant date fair value Unvested at January 1, 2022 - $ - Granted 41,554 $ 5.27 Forfeited (4,631 ) $ 5.38 Unvested at September 30, 2022 36,923 $ 5.25 As of September 30, 2022, the Company has approximately $ 104,000 2.1 Performance Stock Units During the nine months ended September 30, 2022, the Company issued performance share units (“PSUs”) that represent shares potentially issuable in the future. Issuance is based upon Company and individual performance over the remainder of 2022. The PSUs vest only upon the achievement of the applicable performance goals and depending on the particular grantee and achievement on the performance goals, the grantee may earn between 0 200 The following table summarizes the activity for the Company’s unvested PSUs for the nine months ended September 30, 2022: Summary of Performance Stock Unit Activity Number of shares Weighted average grant date fair value Unvested at January 1, 2022 - $ - Granted 123,512 $ 4.50 Forfeited (1,889 ) $ 4.50 Unvested at September 30, 2022 121,623 $ 4.50 The stock-based compensation expense recognized each period is dependent upon the Company’s estimate of the number of shares that will ultimately vest based on the achievement of certain performance conditions. Future stock-based compensation for unvested performance-based awards could reach a maximum of $ 547,000 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7. Income Taxes ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of evidence, it is more than likely than not that some portion or all the deferred tax assets will not be recognized. Accordingly, at this time the Company has placed a valuation allowance on all tax assets. As of September 30, 2022, the estimated effective tax rate for the 2022 was zero. There are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2017 through the current period. Our policy is to account for income tax related interest and penalties in income tax expense in the statement of operations. For the three and nine months ended September 30, 2022 and 2021, the Company did not incur any interest and penalties associated with tax positions. As of September 30, 2022, the Company did not have any significant unrecognized uncertain tax positions. |
Liquidity
Liquidity | 9 Months Ended |
Sep. 30, 2022 | |
Liquidity | |
Liquidity | Note 8. Liquidity During the nine months ended September 30, 2022 and 2021, the Company used cash for operations of $ 2,619,000 and $ 1,146,000 , respectively. The Company has a history of operating losses and negative cash flow, which were expected to improve with growth, offset by working capital required to achieve such growth. As described more fully in Note 1, our litigation against co-manufacturer has resulted in uncertainty around our ability to procure product, which in turn may inhibit our ability to achieve positive cash flow. Additionally, management has considered that litigation is costly and will require the outlay of cash. However as of September 30, 2022, we have $ 3,048,000 |
Description of the Business, _2
Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Recent Business Developments | Recent Business Developments The Company’s products are produced to its specifications through several co-manufacturers. One of the Company’s co-manufacturers has provided approximately 58 Over the course of 2022, the Company has experienced quality issues with the case packaging utilized by the co-manufacturer. In July of 2022, the Company began receiving customer complaints about the texture of the Company’s smoothie products produced by the same co-manufacturer. In response, subsequent to September 30, 2022, the Company has withdrawn product from the market and destroyed on-hand inventory. The results for the third quarter of 2022 reflect the estimated accounting impact of such actions, including $ 630,000 932,000 The Company has been attempting to informally resolve the issues. However, on November 4, 2022, in response to a formal proposal of alternate resolutions, the Company received notification from its co-manufacturer that it was denying any responsibility for the defective manufacture of the product. In response, on November 10, 2022, the Company filed a complaint in the United States District Court for the Central District of California, Western Division, claiming that the co-manufacturer has not met its obligations under the Agreement, and seeking economic damages. Due to the uncertainties of litigation, the Company is not able to predict either the outcome or a range of reasonably possible recoveries that could result from its legal action against the co-manufacturer, and no gain contingencies have been recorded. The Company anticipates that the disruption in its supply resulting from the dispute will adversely impact its results of operations and cash flow until a suitable resolution is reached or new sources of reliable supply at sufficient volume can be identified and developed, the timing of which is uncertain. |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 10, 2022. In management’s opinion, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented. Operating results for any quarter are not necessarily indicative of the results for the full fiscal year. |
Reverse Stock Split | Reverse Stock Split Effective December 29, 2021, the Company amended its certificate of incorporation to implement a 1-for-13 reverse stock split |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the financial statements of the Company and our wholly owned subsidiaries, Barfresh Inc. and Barfresh Corporation Inc. (formerly known as Smoothie, Inc.). All inter-company balances and transactions among the companies have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information available as of the date of the financial statements; therefore, actual results may differ from these estimates. |
Vendor Concentrations | Vendor Concentrations The Company is exposed to supply risk as a result of concentrations in its vendor base resulting from the use of a limited number of contract manufacturers. Purchases from the Company’s contract manufacturers as a percent of all finished goods purchased were as follows: Schedule of Company’s Contact Manufacturers of Finished Goods For the three months ended September 30, For the nine months ended September 30, 2022 2021 2022 2021 Manufacturer A 54 % 31 % 58 % 42 % Manufacturer B 31 % 32 % 28 % 36 % Manufacturer C 9 % 30 % 8 % 15 % Manufacturer D 6 % 7 % 6 % 7 % 100 % 100 % 100 % 100 % |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 10, 2022 that have had a material impact on our condensed consolidated financial statements and related notes. |
Fair Value Measurement | Fair Value Measurement Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value. Our financial instruments consist of cash, accounts receivable, accounts payable, advanced payments, restricted cash, as well as our Paycheck Protection Program (“PPP”) loan, convertible notes, and derivative liabilities which were settled in 2021. The carrying value of our financial instruments on September 30, 2022, December 31, 2021 and September 30, 2021 approximates their fair values, except for the derivative liability, which was carried at fair value prior to its extinguishment. |
Restricted Cash | Restricted Cash At September 30, 2022 and December 31, 2021, the Company had approximately $ 211,000 142,000 |
Accounts Receivable | Accounts Receivable As of December 31, 2021, the Company’s allowance for doubtful accounts was approximately $ 121,000 |
Other Receivables | Other Receivables Other receivables consist of amounts due from vendors for materials acquired on their behalf for use in manufacturing the Company’s products. |
Revenue Recognition | Revenue Recognition In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains ownership of promised goods. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods, net of rebates and other marketing allowances. The Company applies the following five steps: 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable. For the Company, the contract is the approved sales order, which may also be supplemented by other agreements that formalize various terms and conditions with customers. 2) Identify the performance obligation in the contract Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer. For the Company, this consists of the delivery of frozen beverages, which provide immediate benefit to the customer. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and is generally stated on the approved sales order. Variable consideration, which typically includes rebates or discounts, are estimated utilizing the most likely amount method and amounts recorded as revenue and accounts receivable reflect such estimates at the time of shipment. Subsequent adjustments to estimates of variable consideration have not been material. 4) Allocate the transaction price to performance obligations in the contract Since our contracts contain a single performance obligation, delivery of frozen beverages, the transaction price is allocated to that single performance obligation. 5) Recognize Revenue when or as the Company satisfies a performance obligation The Company recognizes revenue from the sale of frozen beverages when title and risk of loss passes and the customer accepts the goods, which generally occurs at the time of delivery to a customer warehouse. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of sales at the time the sale is recognized. Shipping and handling costs are treated as fulfilment costs and presented in distribution, selling and administrative costs. Payments that are received before performance obligations are recorded are shown as current liabilities. The Company evaluated the requirement to disaggregate revenue and concluded that substantially all of its revenue comes from smoothie beverages. |
Storage and Shipping Costs | Storage and Shipping Costs Storage and outbound freight costs are included in selling and marketing expense. For the three months ending September 30, 2022 and 2021, storage and outbound freight totaled approximately $ 450,000 316,000 1,208,000 717,000 |
Research and Development | Research and Development Expenditures for research activities relating to product development and improvement are charged to expense as incurred. The Company incurred approximately $ 220,000 34,000 347,000 173,000 |
Loss Per Share | Loss Per Share At September 30, 2022 and 2021 common stock equivalents have not been included in the calculation of net loss per share as their effect is anti-dilutive as a result of losses incurred. |
Reclassifications | Reclassifications Certain reclassifications have been made to the 2021 financial statements to conform to the 2022 presentation, including the presentation of selling and marketing expense apart from general and administrative expense in the condensed consolidated statement of operations, and the presentation of a reconciliation of the components of net cash used in operating activities as well as the inclusion of operating lease payments in operating activities in the condensed consolidated statement of cash flows. |
Recent Pronouncements | Recent Pronouncements From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We have not determined if the impact of recently issued standards that are not yet effective will have an impact on our results of operations and financial position. |
Description of the Business, _3
Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Company’s Contact Manufacturers of Finished Goods | Schedule of Company’s Contact Manufacturers of Finished Goods For the three months ended September 30, For the nine months ended September 30, 2022 2021 2022 2021 Manufacturer A 54 % 31 % 58 % 42 % Manufacturer B 31 % 32 % 28 % 36 % Manufacturer C 9 % 30 % 8 % 15 % Manufacturer D 6 % 7 % 6 % 7 % 100 % 100 % 100 % 100 % |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following: Schedule of Inventory September 30, December 31, 2022 2021 Raw materials $ 40,000 $ 105,000 Finished goods 562,000 600,000 Inventory, net $ 602,000 $ 705,000 |
Property Plant and Equipment (T
Property Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Major Classes of Property and Equipment | Property and equipment, net consist of the following: Schedule of Major Classes of Property and Equipment September 30, December 31, 2022 2021 Manufacturing and customer equipment $ 3,815,000 $ 3,800,000 Other property 36,000 36,000 Property and equipment, gross 3,851,000 3,836,000 Less: accumulated depreciation (3,256,000 ) (2,894,000 ) Property and equipment 595,000 942,000 Equipment not yet placed in service 646,000 646,000 Property and equipment, net of depreciation $ 1,241,000 $ 1,588,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Estimate Future Maturities of Lease Liabilities | The following table presents the future operating lease payment as of September 30, 2022: Schedule of Estimate Future Maturities of Lease Liabilities 2022 (three months remaining) $ 20,000 2023 20,000 Total lease payments 40,000 Less: imputed interest (1,000 ) Total lease liability $ 39,000 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Changes in Stockholders' Equity | The following are changes in stockholders’ equity for the nine months ended September 30, 2021 and September 30, 2022: Barfresh Food Group, Inc. Condensed Consolidated Statements of Stockholders’ Equity Schedule of Changes in Stockholders' Equity Additional Common Stock paid in Accumulated Shares Amount Capital (Deficit) Total Balance December 31, 2020 11,471,797 $ - $ 53,224,000 $ (50,900,000 ) $ 2,324,000 Issuance of stock for capital raise 1,282,051 - 6,000,000 - 6,000,000 Conversion of debt and accrued interest 114,614 - 685,000 - 685,000 Interest paid in shares 19,377 - 151,000 - 151,000 Issuance of stock for services 4,579 - 75,000 - 75,000 Equity based compensation - - 52,000 - 52,000 Shares issued for warrant exercise Shares issued for warrant exercise, shares Net loss - - - (1,396,000 ) (1,396,000 ) Balance September 30, 2021 12,892,418 $ - $ 60,187,000 $ (52,296,000 ) $ 7,891,000 Additional Common Stock paid in Accumulated Shares Amount Capital (Deficit) Total Balance December 31, 2021 12,905,112 $ - $ 60,341,000 $ (52,165,000 ) $ 8,176,000 Beginning balance 12,905,112 $ - $ 60,341,000 $ (52,165,000 ) $ 8,176,000 Shares issued for warrant exercise 986 - 5,000 - 5,000 Equity based compensation 5,000 - 211,000 - 211,000 Issuance of stock for services 23,643 - 173,000 - 173,000 Net loss - - - (4,339,000 ) (4,339,000 ) Balance September 30, 2022 12,934,741 $ - $ 60,730,000 $ (56,504,000 ) $ 4,226,000 Ending balance 12,934,741 $ - $ 60,730,000 $ (56,504,000 ) $ 4,226,000 |
Summary of Stock Options Activity | The following is a summary of stock option activity for the nine months ended September 30, 2022: Summary of Stock Options Activity Number of Options Weighted average exercise price per share Remaining term in years Outstanding on December 31, 2021 625,016 $ 7.55 3.8 Issued 56,980 $ 5.90 Cancelled/expired (17,644 ) $ 5.08 Outstanding on September 30, 2022 664,352 $ 7.38 3.2 Exercisable, September 30, 2022 577,242 $ 7.64 2.7 |
Summary of Fair Value of Options Using Black-Sholes Option Pricing Model | The fair value of the options issued was calculated using the Black-Scholes option pricing model, based on the following: Summary of Fair Value of Options Using Black-Sholes Option Pricing Model 2022 Expected term (in years) 5.5 8 Weighted average expected volatility 84.8 % Weighted average risk-free interest rate 2.1 % Expected dividends $ - Weighted average grant date fair value per share $ 4.53 |
Summary of Performance Stock Unit Activity | The following is a summary of restricted stock award and restricted stock unit activity for the nine months ended September 30, 2022: Summary of Restricted Stock Award and Restricted Stock Unit Activity Number of shares Weighted average grant date fair value Unvested at January 1, 2022 - $ - Granted 41,554 $ 5.27 Forfeited (4,631 ) $ 5.38 Unvested at September 30, 2022 36,923 $ 5.25 |
Performance Shares [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Performance Stock Unit Activity | The following table summarizes the activity for the Company’s unvested PSUs for the nine months ended September 30, 2022: Summary of Performance Stock Unit Activity Number of shares Weighted average grant date fair value Unvested at January 1, 2022 - $ - Granted 123,512 $ 4.50 Forfeited (1,889 ) $ 4.50 Unvested at September 30, 2022 121,623 $ 4.50 |
Schedule of Company_s Contact M
Schedule of Company’s Contact Manufacturers of Finished Goods (Details) - Customer Concentration Risk [Member] - Vendor [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Manufacturer A [Member] | ||||
Product Information [Line Items] | ||||
Manufacturer percentage | 54% | 31% | 58% | 42% |
Manufacturer B [Member] | ||||
Product Information [Line Items] | ||||
Manufacturer percentage | 31% | 32% | 28% | 36% |
Manufacturer C [Member] | ||||
Product Information [Line Items] | ||||
Manufacturer percentage | 9% | 30% | 8% | 15% |
Manufacturer D [Member] | ||||
Product Information [Line Items] | ||||
Manufacturer percentage | 6% | 7% | 6% | 7% |
Manufacturer [Member] | ||||
Product Information [Line Items] | ||||
Manufacturer percentage | 100% | 100% | 100% | 100% |
Description of the Business, _4
Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Dec. 29, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Companies product holdings | 58% | |||||
Administrative fees | $ 630,000 | |||||
Inventory administrative fees payments | 932,000 | |||||
Reverse stock split | 1-for-13 reverse stock split | |||||
Restricted cash | 3,048,000 | $ 3,048,000 | ||||
Allowance for doubtful accounts receivable | $ 121,000 | |||||
Shipping and handling costs | 450,000 | $ 316,000 | 1,208,000 | $ 717,000 | ||
Research and development expenses | 220,000 | $ 34,000 | 347,000 | $ 173,000 | ||
Co-packing Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Restricted cash | $ 211,000 | $ 211,000 | $ 142,000 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 40,000 | $ 105,000 |
Finished goods | 562,000 | 600,000 |
Inventory, net | $ 602,000 | $ 705,000 |
Schedule of Major Classes of Pr
Schedule of Major Classes of Property and Equipment (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,851,000 | $ 3,836,000 |
Less: accumulated depreciation | (3,256,000) | (2,894,000) |
Property and equipment | 595,000 | 942,000 |
Equipment not yet placed in service | 646,000 | 646,000 |
Property and equipment, net of depreciation | 1,241,000 | 1,588,000 |
Manufacturing Equipment And Customer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,815,000 | 3,800,000 |
Other Property [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 36,000 | $ 36,000 |
Property Plant and Equipment (D
Property Plant and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 105,000 | $ 147,000 | $ 360,000 | $ 407,000 |
Depreciation expense in cost of revenue | $ 10,000 | $ 18,000 |
Convertible Notes and Derivat_2
Convertible Notes and Derivative Liability (Related and Unrelated Party) (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Disclosure [Abstract] | ||||
Derivative liabilities | $ 25,000 | $ 25,000 | ||
Gain on derivative | $ 16,000 |
Schedule of Estimate Future Mat
Schedule of Estimate Future Maturities of Lease Liabilities (Details) | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 (three months remaining) | $ 20,000 |
2023 | 20,000 |
Total lease payments | 40,000 |
Less: imputed interest | (1,000) |
Total lease liability | $ 39,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Lease expiration date | Mar. 31, 2023 | ||||
Operating lease expense | $ 20,000 | $ 20,000 | $ 60,000 | $ 60,000 | |
Operating lease right of use asset | $ 36,000 | 36,000 | $ 87,000 | ||
Legal proceeding amount | $ 100,000 |
Schedule of Changes in Stockhol
Schedule of Changes in Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | $ 8,176,000 | $ 2,324,000 | ||
Issuance of stock for capital raise | 6,000,000 | |||
Conversion of debt and accrued interest | 685,000 | |||
Interest paid in shares | 151,000 | |||
Issuance of stock for services | 173,000 | 75,000 | ||
Equity based compensation | 211,000 | 52,000 | ||
Shares issued for warrant exercise | 5,000 | |||
Net loss | $ (2,708,000) | $ (508,000) | (4,339,000) | (1,396,000) |
Ending balance | 4,226,000 | 7,891,000 | 4,226,000 | 7,891,000 |
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | ||||
Beginning balance, shares | 12,905,112 | 11,471,797 | ||
Issuance of stock for capital raise | ||||
Issuance of stock for capital raise, shares | 1,282,051 | |||
Conversion of debt and accrued interest | ||||
Conversion of debt and accrued interest, shares | 114,614 | |||
Interest paid in shares | ||||
Interest paid in shares, shares | 19,377 | |||
Issuance of stock for services | ||||
Issuance of stock for services, shares | 23,643 | 4,579 | ||
Equity based compensation | ||||
Shares issued for warrant exercise | ||||
Shares issued for warrant exercise, shares | 986 | |||
Net loss | ||||
Ending balance | ||||
Ending balance, shares | 12,934,741 | 12,892,418 | 12,934,741 | 12,892,418 |
Additional Paid-in Capital [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | $ 60,341,000 | $ 53,224,000 | ||
Issuance of stock for capital raise | 6,000,000 | |||
Conversion of debt and accrued interest | 685,000 | |||
Interest paid in shares | 151,000 | |||
Issuance of stock for services | 173,000 | 75,000 | ||
Equity based compensation | 211,000 | 52,000 | ||
Shares issued for warrant exercise | 5,000 | |||
Net loss | ||||
Ending balance | $ 60,730,000 | $ 60,187,000 | 60,730,000 | 60,187,000 |
Retained Earnings [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (52,165,000) | (50,900,000) | ||
Issuance of stock for capital raise | ||||
Conversion of debt and accrued interest | ||||
Interest paid in shares | ||||
Issuance of stock for services | ||||
Equity based compensation | ||||
Shares issued for warrant exercise | ||||
Net loss | (4,339,000) | (1,396,000) | ||
Ending balance | $ (56,504,000) | $ (52,296,000) | $ (56,504,000) | $ (52,296,000) |
Summary of Stock Options Activi
Summary of Stock Options Activity (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Equity [Abstract] | |
Number of Options, Outstanding, Beginning | shares | 625,016 |
Weighted average exercise price per share, Outstanding, Beginning | $ / shares | $ 7.55 |
Remaining term in years, Outstanding, Beginning | 3 years 9 months 18 days |
Number of Options, Issued | shares | 56,980 |
Weighted average exercise price per share, Issued | $ / shares | $ 5.90 |
Number of Options, Cancelled/Expired | shares | (17,644) |
Weighted average exercise price per share, Exercisable | $ / shares | $ 5.08 |
Number of Options, Outstanding, Ending | shares | 664,352 |
Weighted average exercise price per share, Outstanding, ending balance | $ / shares | $ 7.38 |
Remaining term in years, Outstanding, ending | 3 years 2 months 12 days |
Number of Options, Exercisable | shares | 577,242 |
Weighted average exercise price per share, Exercisable | $ / shares | $ 7.64 |
Remaining term in years, Exercisable | 2 years 8 months 12 days |
Summary of Fair Value of Option
Summary of Fair Value of Options Using Black-Sholes Option Pricing Model (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Volatility | 84.80% |
Weighted average risk-free interest rate | 2.10% |
Expected dividends | |
Weighted average grant date fair value per share | $ 4.53 |
Minimum [Member] | |
Expected life (in years) | 5 years 6 months |
Maximum [Member] | |
Expected life (in years) | 8 years |
Summary of Restricted Stock Awa
Summary of Restricted Stock Award and Restricted Stock Unit Activity (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Equity [Abstract] | |
Number of shares, Unvested | shares | |
Weighted average grant date fair value, Unvested | $ / shares | |
Number of shares, Granted | shares | 41,554 |
Weighted average grant date fair value, Granted | $ / shares | $ 5.27 |
Number of shares, Forfeited | shares | (4,631) |
Weighted average grant date fair value, Forfeited | $ / shares | $ 5.38 |
Number of shares, Unvested | shares | 36,923 |
Weighted average grant date fair value, Unvested | $ / shares | $ 5.25 |
Summary of Performance Stock Un
Summary of Performance Stock Unit Activity (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, Unvested | shares | |
Weighted average grant date fair value, Unvested | $ / shares | |
Number of shares, Granted | shares | 41,554 |
Weighted average grant date fair value, Granted | $ / shares | $ 5.27 |
Number of shares, Forfeited | shares | (4,631) |
Weighted average grant date fair value, Forfeited | $ / shares | $ 5.38 |
Number of shares, Unvested | shares | 36,923 |
Weighted average grant date fair value, Unvested | $ / shares | $ 5.25 |
Performance Shares [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, Unvested | shares | |
Weighted average grant date fair value, Unvested | $ / shares | |
Number of shares, Granted | shares | 123,512 |
Weighted average grant date fair value, Granted | $ / shares | $ 4.50 |
Number of shares, Forfeited | shares | (1,889) |
Weighted average grant date fair value, Forfeited | $ / shares | $ 4.50 |
Number of shares, Unvested | shares | 121,623 |
Weighted average grant date fair value, Unvested | $ / shares | $ 4.50 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants issued | 102,852 | |
Exercise price | $ 8.82 | |
Issuance of warrants | $ 5,000 | |
Unrecognized share-based compensation expense | $ 180,000 | |
Unrecognized share-based compensation weighted average period | 2 years 2 months 12 days | |
Unvested stock based compensation | $ 211,000 | $ 52,000 |
Restricted Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Unrecognized share-based compensation expense | $ 104,000 | |
Unrecognized share-based compensation weighted average period | 2 years 1 month 6 days | |
Performance Shares [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Unvested stock based compensation | $ 547,000 | |
Performance Shares [Member] | Minimum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Performance shares percentage | 0% | |
Performance Shares [Member] | Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Performance shares percentage | 200% | |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants issued | 986 | |
Exercise price | $ 5.07 |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Liquidity | ||
Net Cash Provided by (Used in) Operating Activities | $ 2,619,000 | $ 1,146,000 |
Restricted cash | $ 3,048,000 |