Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 24, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
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 Boulevard 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 27,160,839 | ||
Entity Common Stock, Shares Outstanding | 12,971,330 | ||
Documents Incorporated by Reference [Text Block] | Certain information required by Part III of this Annual Report on Form 10-K is incorporated by reference from portions of the registrant’s definitive proxy statement relating to its 2023 annual meeting of stockholders to be filed pursuant to Regulation 14A within 120 days of December 31, 2022. Other items incorporated by reference are listed in the Exhibit Index of this Annual Report on Form 10-K | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 286 | ||
Auditor Name | Eide Bailly LLP | ||
Auditor Location | Denver, Colorado |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 2,808,000 | $ 5,533,000 |
Restricted cash | 211,000 | 142,000 |
Trade accounts receivable, net | 126,000 | 1,223,000 |
Other receivables | 101,000 | |
Inventory, net | 1,048,000 | 705,000 |
Prepaid expenses and other current assets | 79,000 | 64,000 |
Total current assets | 4,373,000 | 7,667,000 |
Property, plant and equipment, net of depreciation | 389,000 | 1,588,000 |
Operating lease right-of-use assets, net | 18,000 | 87,000 |
Intangible assets, net of amortization | 306,000 | 370,000 |
Deposits | 7,000 | 7,000 |
Total assets | 5,093,000 | 9,719,000 |
Current liabilities: | ||
Accounts payable | 1,534,000 | 974,000 |
Disputed co-manufacturer accounts payable (Notes 1, 9) | 499,000 | |
Accrued expenses | 286,000 | 228,000 |
Accrued payroll and employee related | 233,000 | 212,000 |
Lease liability | 20,000 | 81,000 |
Total current liabilities | 2,572,000 | 1,495,000 |
Long term liabilities: | ||
Accrued interest | 34,000 | |
Lease liability, net of current portion | 14,000 | |
Total liabilities | 2,572,000 | 1,543,000 |
Commitments and contingencies (Note 9) | ||
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 December 31, 2022 and December 31, 2021, respectively | ||
Additional paid in capital | 60,905,000 | 60,341,000 |
Accumulated deficit | (58,384,000) | (52,165,000) |
Total stockholders’ equity | 2,521,000 | 8,176,000 |
Total liabilities and stockholders’ equity | $ 5,093,000 | $ 9,719,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 9,162,000 | $ 6,700,000 |
Cost of revenue | 7,722,000 | 4,193,000 |
Gross profit | 1,440,000 | 2,507,000 |
Operating expenses: | ||
Selling, marketing and distribution | 2,861,000 | 1,810,000 |
General and administrative | 3,549,000 | 2,170,000 |
Depreciation and amortization | 503,000 | 622,000 |
Impairment of long-lived assets | 746,000 | |
Total operating expenses | 7,659,000 | 4,602,000 |
Operating loss | (6,219,000) | (2,095,000) |
Other (income)/expenses | ||
Gain from derivative liability | (16,000) | |
Gain from debt extinguishment - Paycheck Protection Program | (1,136,000) | |
Loss on debt extinguishment | 194,000 | |
Interest | 128,000 | |
Total other income | (830,000) | |
Net loss | $ (6,219,000) | $ (1,265,000) |
Per share information - basic and fully diluted: | ||
Weighted average shares outstanding | 12,924,000 | 12,070,000 |
Net loss per share | $ (0.48) | $ (0.10) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 53,224,000 | $ (50,900,000) | $ 2,324,000 | |
Beginning balance, shares at Dec. 31, 2020 | 11,471,797 | |||
Issuance of stock for capital raise | 6,000,000 | 6,000,000 | ||
Issuance of stock for capital raise, shares | 1,282,051 | |||
Conversion of debt and accrued interest | 685,000 | 685,000 | ||
Conversion of debt and accrued interest, shares | 114,614 | |||
Interest paid in shares | 151,000 | 151,000 | ||
Interest paid in shares, shares | 19,377 | |||
Issuance of stock and options for services | 189,000 | 189,000 | ||
Issuance of stock and options for services, shares | 17,273 | |||
Equity based compensation | 92,000 | 92,000 | ||
Equity based compensation, shares | ||||
Net loss | (1,265,000) | (1,265,000) | ||
Ending balance, value at Dec. 31, 2021 | 60,341,000 | (52,165,000) | 8,176,000 | |
Ending balance, shares at Dec. 31, 2021 | 12,905,112 | |||
Issuance of stock and options for services | 173,000 | 173,000 | ||
Issuance of stock and options for services, shares | 23,643 | |||
Equity based compensation | 386,000 | 386,000 | ||
Equity based compensation, shares | 5,000 | |||
Net loss | (6,219,000) | (6,219,000) | ||
Shares issued for warrant exercise | 5,000 | 5,000 | ||
Shares issued for warrant exercise, shares | 986 | |||
Ending balance, value at Dec. 31, 2022 | $ 60,905,000 | $ (58,384,000) | $ 2,521,000 | |
Ending balance, shares at Dec. 31, 2022 | 12,934,741 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (6,219,000) | $ (1,265,000) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Asset impairment | 746,000 | |
Depreciation and amortization | 529,000 | 639,000 |
Stock-based compensation | 386,000 | 92,000 |
Stock and options issued for services | 173,000 | 188,000 |
Loss on debt extinguishment | 194,000 | |
Interest expense related to debt discount | 56,000 | |
Gain on debt extinguishment - Paycheck Protection Program | (1,136,000) | |
Gain on derivative | (16,000) | |
Changes in assets and liabilities | ||
Accounts receivable | 1,097,000 | (798,000) |
Other receivables | (101,000) | |
Inventories | (343,000) | 165,000 |
Prepaid expenses and other assets | (20,000) | (17,000) |
Accounts payable | 560,000 | 585,000 |
Disputed accounts payable | 499,000 | |
Accrued expenses | 79,000 | (219,000) |
Advanced payments | (401,000) | |
Accrued interest | (34,000) | 72,000 |
Net cash used in operating activities | (2,648,000) | (1,861,000) |
Investing activities | ||
Purchase of property and equipment | (13,000) | (151,000) |
Net cash used in investing activities | (13,000) | (151,000) |
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 | (2,656,000) | 3,716,000 |
Cash and restricted cash, beginning of year | 5,675,000 | 1,959,000 |
Cash and restricted cash, end of year | $ 3,019,000 | $ 5,675,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1. 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 manufacturing 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 contract manufacturers. One of the Company’s contract manufacturers (the “Manufacturer”) has provided approximately 52 42 Over the course of 2022, the Company experienced numerous quality issues with the case packaging utilized by the Manufacturer. In addition, in July of 2022, the Company began receiving customer complaints about the texture of the Company’s smoothie products produced by the Manufacturer. In response, the Company withdrew product from the market and destroyed on-hand inventory, withholding $ 499,000 330,000 493,000 932,000 The Company attempted to resolve the issues based on the contractual procedures described in the Supply Agreement. However, on November 4, 2022, in response to a formal proposal of alternate resolutions, the Company received notification from the 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 (the “Complaint”), claiming that the Manufacturer has not met its obligations under the Supply Agreement, and seeking economic damages. In response, the Manufacturer terminated the Supply Agreement. On January 20, 2023, the Company filed a voluntary dismissal of the Complaint which allows the parties to reach a potential resolution outside of the court system. However, if the parties are once again unable to come to an agreement, the Company has the right to refile the Complaint in California State Court. Due to the uncertainties surrounding the claim, the Company is not able to predict either the outcome or a range of reasonably possible recoveries that could result from its actions against the Manufacturer, and no gain contingencies have been recorded. 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 consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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 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 revenues and expenses during the years reported. Actual results may differ from these estimates. Concentration of Credit Risk The amount of cash on deposit with financial institutions exceeds the $ 250,000 250,000 The following customers accounted for 10% or more of the Company’s accounts receivable balance at December 31: Schedule of Concentration of Credit Risk for Accounts Receivable 2022 2021 Customer A 31 % 36 % Customer B 24 % 11 % Customer C 23 % 5 % Customer D 3 % 11 % Restricted Cash At December 31, 2022 and 2021, the Company had $ 211,000 142,000 Fair Value Measurement Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures 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 of financial transmission rights. Our financial instruments consist of cash, restricted cash, accounts receivable and accounts payable. The carrying value of our financial instruments approximates their fair value. Accounts Receivable Accounts receivable from customers are typically unsecured. The Company’s credit policy calls for payment generally within 30 days. The credit worthiness of a customer is evaluated prior to a sale. Accounts receivable totaled $ 126,000 1,223,000 425,000 no 121,000 no 7,000 Inventory Inventory consists of finished goods and is carried at the lower of cost or net realizable value on a first in first out basis. The Company monitors the remaining useful life of its inventory and establishes a reserve of obsolescence where appropriate. Intangible Assets Intangible assets are comprised of patents, net of amortization and trademarks. The patent costs are being amortized over the life of the patent, which is twenty years from the date of filing the patent application. In accordance with ASC Topic 350 Intangibles – Goodwill and Other In accordance with ASC 350 legal costs related to trademarks have been capitalized. We have determined that trademarks have an indeterminable life and therefore are not being amortized. Long-Lived Assets and Other Acquired Intangible Assets We evaluate the recoverability of property and equipment and finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We recorded impairment charges of $ 746,000 Property, Plant, and Equipment Property, plant, and equipment is stated at cost less accumulated depreciation and accumulated impairment loss, if any. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are being amortized over the shorter of the useful life of the asset or the lease term that includes any expected renewal periods that are deemed to be reasonably assured. The estimated useful lives used for financial statement purposes are: Summary of Estimated Useful Lives of Assets Furniture and fixtures 5 Manufacturing equipment and customer equipment 3 7 Vehicles 5 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. 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. Provisions for refunds are generally provided for in the period the related sales are recorded, based on management’s assessment of historical and projected trends. 4) Allocate the transaction price to performance obligations in the contract Since the Company’s 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 a single product, frozen beverages. Research and Development Expenditures for research activities relating to product development and improvement are charged to expense as incurred. The Company incurred $ 382,000 245,000 Storage and Shipping Costs Storage and outbound freight costs are included in selling, marketing and distribution expense. For the years ended December 31, 2022 and 2021, storage and outbound freight amounted to $ 1,467,000 1,054,000 Leases We determine if an arrangement is a lease upon inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The right to control the use of an asset includes the right to obtain substantially all of the economic benefits of the underlying asset and the right to direct how and for what purpose the asset is used. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Lease expense is recognized on a straight-line basis over the lease term. As a lessee, the Company leases office space. Income Taxes The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements, uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% 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 of the deferred tax assets will not be recognized. For the years ended December 31, 2022 and 2021 we did not have any interest and penalties or any significant unrecognized uncertain tax positions. Derivative Liability The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of any derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as gain/loss from derivative liability. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. We analyzed the derivative financial instruments in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument’s contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’s settlement provisions. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. The Company’s derivative instruments were settled in 2021, and there were no outstanding derivatives as of December 31, 2021 or 2022. Earnings per Share We calculate net loss per share in accordance with ASC Topic 260, Earnings per Share Debt Extinguishment The Company evaluates its convertible instruments in accordance with ASC 470-50, “Debt Modifications and Extinguishments.” For all extinguishments of debt, ASC 470-50 requires the difference between the reacquisition price (including any premium) and the net carrying amount of the debt being extinguished (including any deferred debt issuance costs) to be recognized as a gain or loss when the debt is extinguished. Accordingly, the Company recorded a net loss of $ 194,000 no Stock Based Compensation The Company calculates stock compensation in accordance with ASC Topic 718, Compensation-Stock Based Compensation Reclassifications Certain reclassifications have been made to the 2021 financial statements to conform to the 2022 presentation, namely the presentation of selling and marketing expense apart from general and administrative expense in the consolidated statement of operations. 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. Subsequent events None. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 2. Inventory Inventory consists of the following at December 31: Schedule of Inventory 2022 2021 Raw materials $ 65,000 $ 105,000 Finished goods 983,000 600,000 Inventory, net $ 1,048,000 $ 705,000 |
Property Plant and Equipment
Property Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property Plant and Equipment | Note 3. Property Plant and Equipment Major classes of property and equipment consist of the following at December 31: Schedule of Major Classes of Property and Equipment 2022 2021 Manufacturing and customer equipment $ 3,637,000 $ 3,800,000 Other property 69,000 36,000 Property and equipment, gross 3,706,000 3,836,000 Less: accumulated depreciation (3,317,000 ) (2,894,000 ) Property and equipment 389,000 942,000 Equipment not yet placed in service - 646,000 Property and equipment, net of depreciation $ 389,000 $ 1,588,000 We recorded depreciation expense related to these assets of $ 467,000 557,000 29,000 18,000 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 4. Intangible Assets Intangible assets consist of the following at December 31: Schedule of Intangible Assets 2022 2021 Patent costs, subject to amortization $ 768,000 $ 768,000 Less: accumulated amortization (586,000 ) (522,000 ) Patent costs, net 182,000 246,000 Trademarks, not subject to amortization 124,000 124,000 Total $ 306,000 $ 370,000 The amounts carried on the balance sheet represent cost to acquire, legal fees and similar costs relating to the patents incurred by the Company. Amortization is calculated through the expiration date of the patent. The amount charged to expenses for amortization of the patent costs was $ 64,000 Estimated future amortization expense related to patents as of December 31, 2022, is as follows: Schedule of Estimated Future Amortization Expense Related to Intangible Property Total Amortization Years ending December 31, 2023 $ 64,000 2024 64,000 2025 49,000 2026 5,000 Intangible asset, net of amortization $ 182,000 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 5. Related Parties Members of management and directors invested in the Company’s convertible notes (Note 7). |
Paycheck Protection Program (PP
Paycheck Protection Program (PPP) Loan | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Paycheck Protection Program (PPP) Loan | Note 6. Paycheck Protection Program (PPP) Loan The PPP was established to provide federally guaranteed, uncollateralized loans to assist businesses during the Covid-10 pandemic. PPP loans are administered by a Small Business Administration (SBA) approved partners. On May 7, 2020 the Company was granted a $ 568,000 two years 568,000 five years The Company was eligible for loan forgiveness of up to 100% of the loans, upon meeting certain requirements. On May 20, 2021 and December 22, 2021, respectively, the loans were legally released and forgiven by the SBA. Loan forgiveness income of $ 1,136,000 |
Convertible Notes (Related and
Convertible Notes (Related and Unrelated Party) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes (Related and Unrelated Party) | Note 7. Convertible Notes (Related and Unrelated Party) In 2018, the Company issued Milestone I and Milestone II Convertible Notes. During the year ended December 31, 2021, the Company settled all remaining Milestone I Convertible Notes by issuing 89,173 231,000 30,000 193,000 38,000 840,000 180,000 44,818 168,000 42,000 194,000 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | Note 8. Derivative Liabilities Milestone II Convertible Notes (Note 7) 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. The change in fair value was recorded in the accompanying consolidated statements of operations. On May 26, 2021, the Milestone II Convertible Notes were settled. Upon extinguishment, the derivative liability was revalued to $ 25,000 16,000 The fair value of the derivative liabilities for Milestone II Convertible Notes was calculated using the Black-Scholes model using the following assumptions: Schedule of Fair Value of Derivative Liability 26-May-21 31-Dec-20 Expected life 0.46 0.92 Volatility (based on comparable company) 101.32 % 120.38 % Risk free interest rate 0.04 % 0.1 % Dividend yield - - The following table provides a reconciliation of the beginning and ending balances for the Company’s derivative liabilities measured at fair value on a recurring basis using Level 3 inputs: Schedule of Derivative Liability Measured at Fair Value on a Recurring Basis Fair value, December 31, 2020 $ 41,000 Extinguishment of derivative upon debt settlement (25,000 ) Net gain from change in fair value (16,000 ) Fair value, December 31, 2021 $ - |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies Lease Commitments The Company leases office space under a non-cancelable operating lease which expires on March 31, 2023 80,000 18,000 20,000 In determining the present value of our operating lease right-of-use asset and liability, we used a 10 0.25 Legal Proceedings As described in Note 1, the Company has an on-going dispute with the Manufacturer, 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. However, 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. We are currently the defendant in one legal proceeding for an amount less than $ 100,000 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 10. Stockholders’ Equity On June 1, 2021, the Company completed a private placement of 1,282,051 4.68 6,000,000 In 2021, holders of debt converted a total of $ 399,000 234,410 133,991 840,000 In 2021, the Company issued 17,273 4.94 10.15 In 2021, the Company issued a warrant to purchase 10,550 3.25 5.46 4.15 In 2022, the Company issued 23,643 5.00 5.16 5,000 4.50 In 2022, the Company issued 986 5.07 Warrants The following is a summary of changes in warrants outstanding for the years ended December 31, 2022 and 2021: Summary of Changes in Warrants Outstanding Number of Outstanding at December 31,2020 2,204,303 Issued 10,550 Expired (927,449 ) Outstanding at December 31, 2021 1,287,404 Exercised (986 ) Expired (106,228 ) Outstanding at December 31, 2022 1,180,190 The following is a summary of all outstanding warrants as of December 31, 2022: Summary of Outstanding Warrants Warrant issuance event Number of warrants Weighted Exercise price per share Remaining Intrinsic Private placements of common stock 818,683 $ 6.03 $ 5.85 6.89 0.28 $ - Private placement of notes 117,692 $ 5.85 $ 5.85 0.22 $ - Settlement of deferred compensation 243,815 $ 6.32 $ 3.51 9.10 1.74 $ - 1,180,190 $ 6.07 $ 3.51 9.10 0.58 $ - Equity Incentive Plan Under the 2015 Equity Incentive Plan (the “2015 Plan”), the Company has reserved 1,153,846 354,000 30,000 Stock-Based Compensation The total amount of equity-based compensation included in general and administrative expense in the accompanying consolidated statements of operations was $ 386,000 92,000 As of December 31, 2022, the Company has $ 281,000 1.9 Stock Options The following is a summary of stock option activity: Summary of Stock Options Activity Number of Weighted Remaining Outstanding on December 31, 2020 614,271 $ 7.61 3.8 Issued 65,805 $ 5.63 Cancelled/expired (44,187 ) $ 5.08 Outstanding on December 31, 2021 635,889 $ 7.41 3.8 Issued 64,672 $ 5.72 Cancelled/expired (17,622 ) $ 5.08 Outstanding on December 31, 2022 682,939 $ 7.30 3.2 Exercisable, December 31, 2022 595,829 $ 7.54 2.7 The fair value of the options issued was calculated using the Black-Sholes option pricing model, based on the criteria shown below: Summary of Fair Value of Options Using Black-Sholes Option Pricing Model 2022 2021 Expected term (in years) 5.5 8 5.5 8 Expected volatility 82.8 85.7 % 85.0 89.4 % Risk-free interest rate 1.5 3.9 % 0.7 1.3 % Expected dividends $ - $ - Weighted average grant date fair value per share $ 4.53 $ 4.04 Restricted Stock The following is a summary of restricted stock award and restricted stock unit activity: Summary of Restricted Stock Award and Restricted Stock Unit Activity Number of shares Weighted average grant date fair value Unvested at January 1, 2021 - $ - Unvested at January 1, 2022 - $ - Granted 46,554 $ 4.96 Forfeited (4,631 ) $ 5.38 Unvested at December 31, 2022 41,923 $ 4.91 Performance Stock Units During 2022, the Company issued performance share units (“PSUs”) that represent shares potentially issuable based upon achievement of Company and individual performance targets in 2022. The grantees have the ability to earn 0 200 The following is a summary of PSU activity: 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 (105,834 ) $ 4.50 Unvested at December 31, 2022 17,678 $ 4.50 In February 2023, the awards were modified to pay the original grant-date fair value of the shares expected to vest in cash. Additionally, the Company performance targets were modified to allow approximately 77,000 218,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes Income tax provision (benefit) for the years ended December 31, 2022 and 2021 is summarized below: Summary of Income Tax Provision (Benefit) 2022 2021 Current: Federal $ - $ - State - - Total - - Deferred: Federal (956,000 ) (1,002,000 ) State (323,000 ) (322,000 ) Change in valuation allowance 1,279,000 1,324,000 Total - - Provision for income taxes $ - $ - The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate before provision for income taxes. The sources and tax effect of the differences are as follows: Summary of Statutory Federal Income Tax Rate Before Provision for Income Taxes 2022 2021 Statutory federal income tax rate 21 % 21 % State tax 7 7 Permanent differences - (15 ) Change in valuation allowance (28 ) (13 ) Total Income tax - % - % Components of the net deferred income tax assets at December 31, 2022 and 2021 were as follows: Schedule of Components of Net Deferred Income Tax Assets 2022 2021 Net operating loss carryover $ 13,948,000 $ 12,669,000 Valuation allowance (13,948,000 ) (12,669,000 ) Deferred tax assets, net $ - $ - 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 of the deferred tax assets will not be recognized. After consideration of all the evidence, both positive and negative, management has determined that a $ 13,948,000 12,669,000 1,279,000 As of December 31, 2022, the Company has a net operating loss carry forward to offset future taxable income of approximately $ 49,843,000 28,482,000 21,361,000 |
Business Segments and Customer
Business Segments and Customer Concentrations | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Business Segments and Customer Concentrations | Note 12. Business Segments and Customer Concentrations The Company operates in one business segment. Sales to the following customers represented more than 10% of total sales for the years ended December 31, 2022 and 2021: Schedule of Revenue by Major Customers by Reporting Segments 2022 2021 Customer A 20 % 21 % Customer B 20 % 9 % Customer C 16 % 20 % |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Note 13. Supplemental Cash Flow Information Supplemental cash flow information is as follows: Schedule of Cash Flow Supplemental Information 2022 2021 Cash paid during the year for: Amounts included in the measurement of lease liabilities $ 78,000 $ 78,000 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 $ - $ 90,000 Extinguishment of derivative liability $ - $ 25,000 |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2022 | |
Liquidity | |
Liquidity | Note 14. Liquidity During the years ended December 31, 2022 and 2021, the Company used cash for operations of $ 2,648,000 1,861,000 However, as of December 31, 2022, we have $ 3,019,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Recent Business Developments | Recent Business Developments The Company’s products are produced to its specifications through several contract manufacturers. One of the Company’s contract manufacturers (the “Manufacturer”) has provided approximately 52 42 Over the course of 2022, the Company experienced numerous quality issues with the case packaging utilized by the Manufacturer. In addition, in July of 2022, the Company began receiving customer complaints about the texture of the Company’s smoothie products produced by the Manufacturer. In response, the Company withdrew product from the market and destroyed on-hand inventory, withholding $ 499,000 330,000 493,000 932,000 The Company attempted to resolve the issues based on the contractual procedures described in the Supply Agreement. However, on November 4, 2022, in response to a formal proposal of alternate resolutions, the Company received notification from the 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 (the “Complaint”), claiming that the Manufacturer has not met its obligations under the Supply Agreement, and seeking economic damages. In response, the Manufacturer terminated the Supply Agreement. On January 20, 2023, the Company filed a voluntary dismissal of the Complaint which allows the parties to reach a potential resolution outside of the court system. However, if the parties are once again unable to come to an agreement, the Company has the right to refile the Complaint in California State Court. Due to the uncertainties surrounding the claim, the Company is not able to predict either the outcome or a range of reasonably possible recoveries that could result from its actions against the Manufacturer, and no gain contingencies have been recorded. 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 consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). |
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 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 revenues and expenses during the years reported. Actual results may differ from these estimates. |
Concentration of Credit Risk | Concentration of Credit Risk The amount of cash on deposit with financial institutions exceeds the $ 250,000 250,000 The following customers accounted for 10% or more of the Company’s accounts receivable balance at December 31: Schedule of Concentration of Credit Risk for Accounts Receivable 2022 2021 Customer A 31 % 36 % Customer B 24 % 11 % Customer C 23 % 5 % Customer D 3 % 11 % |
Restricted Cash | Restricted Cash At December 31, 2022 and 2021, the Company had $ 211,000 142,000 |
Fair Value Measurement | Fair Value Measurement Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures 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 of financial transmission rights. Our financial instruments consist of cash, restricted cash, accounts receivable and accounts payable. The carrying value of our financial instruments approximates their fair value. |
Accounts Receivable | Accounts Receivable Accounts receivable from customers are typically unsecured. The Company’s credit policy calls for payment generally within 30 days. The credit worthiness of a customer is evaluated prior to a sale. Accounts receivable totaled $ 126,000 1,223,000 425,000 no 121,000 no 7,000 |
Inventory | Inventory Inventory consists of finished goods and is carried at the lower of cost or net realizable value on a first in first out basis. The Company monitors the remaining useful life of its inventory and establishes a reserve of obsolescence where appropriate. |
Intangible Assets | Intangible Assets Intangible assets are comprised of patents, net of amortization and trademarks. The patent costs are being amortized over the life of the patent, which is twenty years from the date of filing the patent application. In accordance with ASC Topic 350 Intangibles – Goodwill and Other In accordance with ASC 350 legal costs related to trademarks have been capitalized. We have determined that trademarks have an indeterminable life and therefore are not being amortized. |
Long-Lived Assets and Other Acquired Intangible Assets | Long-Lived Assets and Other Acquired Intangible Assets We evaluate the recoverability of property and equipment and finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We recorded impairment charges of $ 746,000 |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment is stated at cost less accumulated depreciation and accumulated impairment loss, if any. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are being amortized over the shorter of the useful life of the asset or the lease term that includes any expected renewal periods that are deemed to be reasonably assured. The estimated useful lives used for financial statement purposes are: Summary of Estimated Useful Lives of Assets Furniture and fixtures 5 Manufacturing equipment and customer equipment 3 7 Vehicles 5 |
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. 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. Provisions for refunds are generally provided for in the period the related sales are recorded, based on management’s assessment of historical and projected trends. 4) Allocate the transaction price to performance obligations in the contract Since the Company’s 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 a single product, frozen beverages. |
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 $ 382,000 245,000 |
Storage and Shipping Costs | Storage and Shipping Costs Storage and outbound freight costs are included in selling, marketing and distribution expense. For the years ended December 31, 2022 and 2021, storage and outbound freight amounted to $ 1,467,000 1,054,000 |
Leases | Leases We determine if an arrangement is a lease upon inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The right to control the use of an asset includes the right to obtain substantially all of the economic benefits of the underlying asset and the right to direct how and for what purpose the asset is used. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Lease expense is recognized on a straight-line basis over the lease term. As a lessee, the Company leases office space. |
Income Taxes | Income Taxes The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements, uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% 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 of the deferred tax assets will not be recognized. For the years ended December 31, 2022 and 2021 we did not have any interest and penalties or any significant unrecognized uncertain tax positions. |
Derivative Liability | Derivative Liability The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of any derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as gain/loss from derivative liability. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. We analyzed the derivative financial instruments in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument’s contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’s settlement provisions. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. The Company’s derivative instruments were settled in 2021, and there were no outstanding derivatives as of December 31, 2021 or 2022. |
Earnings per Share | Earnings per Share We calculate net loss per share in accordance with ASC Topic 260, Earnings per Share |
Debt Extinguishment | Debt Extinguishment The Company evaluates its convertible instruments in accordance with ASC 470-50, “Debt Modifications and Extinguishments.” For all extinguishments of debt, ASC 470-50 requires the difference between the reacquisition price (including any premium) and the net carrying amount of the debt being extinguished (including any deferred debt issuance costs) to be recognized as a gain or loss when the debt is extinguished. Accordingly, the Company recorded a net loss of $ 194,000 no |
Stock Based Compensation | Stock Based Compensation The Company calculates stock compensation in accordance with ASC Topic 718, Compensation-Stock Based Compensation Reclassifications Certain reclassifications have been made to the 2021 financial statements to conform to the 2022 presentation, namely the presentation of selling and marketing expense apart from general and administrative expense in the consolidated statement of operations. |
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. |
Subsequent events | Subsequent events None. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Concentration of Credit Risk for Accounts Receivable | The following customers accounted for 10% or more of the Company’s accounts receivable balance at December 31: Schedule of Concentration of Credit Risk for Accounts Receivable 2022 2021 Customer A 31 % 36 % Customer B 24 % 11 % Customer C 23 % 5 % Customer D 3 % 11 % |
Summary of Estimated Useful Lives of Assets | Summary of Estimated Useful Lives of Assets Furniture and fixtures 5 Manufacturing equipment and customer equipment 3 7 Vehicles 5 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following at December 31: Schedule of Inventory 2022 2021 Raw materials $ 65,000 $ 105,000 Finished goods 983,000 600,000 Inventory, net $ 1,048,000 $ 705,000 |
Property Plant and Equipment (T
Property Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Major Classes of Property and Equipment | Major classes of property and equipment consist of the following at December 31: Schedule of Major Classes of Property and Equipment 2022 2021 Manufacturing and customer equipment $ 3,637,000 $ 3,800,000 Other property 69,000 36,000 Property and equipment, gross 3,706,000 3,836,000 Less: accumulated depreciation (3,317,000 ) (2,894,000 ) Property and equipment 389,000 942,000 Equipment not yet placed in service - 646,000 Property and equipment, net of depreciation $ 389,000 $ 1,588,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following at December 31: Schedule of Intangible Assets 2022 2021 Patent costs, subject to amortization $ 768,000 $ 768,000 Less: accumulated amortization (586,000 ) (522,000 ) Patent costs, net 182,000 246,000 Trademarks, not subject to amortization 124,000 124,000 Total $ 306,000 $ 370,000 |
Schedule of Estimated Future Amortization Expense Related to Intangible Property | Estimated future amortization expense related to patents as of December 31, 2022, is as follows: Schedule of Estimated Future Amortization Expense Related to Intangible Property Total Amortization Years ending December 31, 2023 $ 64,000 2024 64,000 2025 49,000 2026 5,000 Intangible asset, net of amortization $ 182,000 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Liability | The fair value of the derivative liabilities for Milestone II Convertible Notes was calculated using the Black-Scholes model using the following assumptions: Schedule of Fair Value of Derivative Liability 26-May-21 31-Dec-20 Expected life 0.46 0.92 Volatility (based on comparable company) 101.32 % 120.38 % Risk free interest rate 0.04 % 0.1 % Dividend yield - - |
Schedule of Derivative Liability Measured at Fair Value on a Recurring Basis | The following table provides a reconciliation of the beginning and ending balances for the Company’s derivative liabilities measured at fair value on a recurring basis using Level 3 inputs: Schedule of Derivative Liability Measured at Fair Value on a Recurring Basis Fair value, December 31, 2020 $ 41,000 Extinguishment of derivative upon debt settlement (25,000 ) Net gain from change in fair value (16,000 ) Fair value, December 31, 2021 $ - |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of Changes in Warrants Outstanding | The following is a summary of changes in warrants outstanding for the years ended December 31, 2022 and 2021: Summary of Changes in Warrants Outstanding Number of Outstanding at December 31,2020 2,204,303 Issued 10,550 Expired (927,449 ) Outstanding at December 31, 2021 1,287,404 Exercised (986 ) Expired (106,228 ) Outstanding at December 31, 2022 1,180,190 |
Summary of Outstanding Warrants | The following is a summary of all outstanding warrants as of December 31, 2022: Summary of Outstanding Warrants Warrant issuance event Number of warrants Weighted Exercise price per share Remaining Intrinsic Private placements of common stock 818,683 $ 6.03 $ 5.85 6.89 0.28 $ - Private placement of notes 117,692 $ 5.85 $ 5.85 0.22 $ - Settlement of deferred compensation 243,815 $ 6.32 $ 3.51 9.10 1.74 $ - 1,180,190 $ 6.07 $ 3.51 9.10 0.58 $ - |
Summary of Stock Options Activity | The following is a summary of stock option activity: Summary of Stock Options Activity Number of Weighted Remaining Outstanding on December 31, 2020 614,271 $ 7.61 3.8 Issued 65,805 $ 5.63 Cancelled/expired (44,187 ) $ 5.08 Outstanding on December 31, 2021 635,889 $ 7.41 3.8 Issued 64,672 $ 5.72 Cancelled/expired (17,622 ) $ 5.08 Outstanding on December 31, 2022 682,939 $ 7.30 3.2 Exercisable, December 31, 2022 595,829 $ 7.54 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-Sholes option pricing model, based on the criteria shown below: Summary of Fair Value of Options Using Black-Sholes Option Pricing Model 2022 2021 Expected term (in years) 5.5 8 5.5 8 Expected volatility 82.8 85.7 % 85.0 89.4 % Risk-free interest rate 1.5 3.9 % 0.7 1.3 % Expected dividends $ - $ - Weighted average grant date fair value per share $ 4.53 $ 4.04 |
Summary of Restricted Stock Award and Restricted Stock Unit Activity | The following is a summary of restricted stock award and restricted stock unit activity: Summary of Restricted Stock Award and Restricted Stock Unit Activity Number of shares Weighted average grant date fair value Unvested at January 1, 2021 - $ - Unvested at January 1, 2022 - $ - Granted 46,554 $ 4.96 Forfeited (4,631 ) $ 5.38 Unvested at December 31, 2022 41,923 $ 4.91 |
Summary of Performance Stock Unit Activity | The following is a summary of PSU activity: 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 (105,834 ) $ 4.50 Unvested at December 31, 2022 17,678 $ 4.50 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Provision (Benefit) | Income tax provision (benefit) for the years ended December 31, 2022 and 2021 is summarized below: Summary of Income Tax Provision (Benefit) 2022 2021 Current: Federal $ - $ - State - - Total - - Deferred: Federal (956,000 ) (1,002,000 ) State (323,000 ) (322,000 ) Change in valuation allowance 1,279,000 1,324,000 Total - - Provision for income taxes $ - $ - |
Summary of Statutory Federal Income Tax Rate Before Provision for Income Taxes | The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate before provision for income taxes. The sources and tax effect of the differences are as follows: Summary of Statutory Federal Income Tax Rate Before Provision for Income Taxes 2022 2021 Statutory federal income tax rate 21 % 21 % State tax 7 7 Permanent differences - (15 ) Change in valuation allowance (28 ) (13 ) Total Income tax - % - % |
Schedule of Components of Net Deferred Income Tax Assets | Components of the net deferred income tax assets at December 31, 2022 and 2021 were as follows: Schedule of Components of Net Deferred Income Tax Assets 2022 2021 Net operating loss carryover $ 13,948,000 $ 12,669,000 Valuation allowance (13,948,000 ) (12,669,000 ) Deferred tax assets, net $ - $ - |
Business Segments and Custome_2
Business Segments and Customer Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Major Customers by Reporting Segments | The Company operates in one business segment. Sales to the following customers represented more than 10% of total sales for the years ended December 31, 2022 and 2021: Schedule of Revenue by Major Customers by Reporting Segments 2022 2021 Customer A 20 % 21 % Customer B 20 % 9 % Customer C 16 % 20 % |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow Supplemental Information | Supplemental cash flow information is as follows: Schedule of Cash Flow Supplemental Information 2022 2021 Cash paid during the year for: Amounts included in the measurement of lease liabilities $ 78,000 $ 78,000 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 $ - $ 90,000 Extinguishment of derivative liability $ - $ 25,000 |
Schedule of Concentration of Cr
Schedule of Concentration of Credit Risk for Accounts Receivable (Details) - Accounts Receivable [Member] - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Customer A [Member] | ||
Product Information [Line Items] | ||
Percentage of total revenue | 31% | 36% |
Customer B [Member] | ||
Product Information [Line Items] | ||
Percentage of total revenue | 24% | 11% |
Customer C [Member] | ||
Product Information [Line Items] | ||
Percentage of total revenue | 23% | 5% |
Customer D [Member] | ||
Product Information [Line Items] | ||
Percentage of total revenue | 3% | 11% |
Summary of Estimated Useful Liv
Summary of Estimated Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Manufacturing Equipment and Customer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Manufacturing Equipment and Customer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Companies product holdings | 52% | 42% | |
Payment due | $ 499,000 | ||
Estimated product return allowance | 330,000 | ||
Product returns reducing revenue total | 493,000 | ||
Cost of revenue to dispose unsaleable inventory | 932,000 | ||
Cash federally insured limit value | 250,000 | $ 250,000 | |
Cash on deposit exceeds | 250,000 | ||
Restricted cash | 3,019,000 | ||
Accounts receivable | 126,000 | 1,223,000 | $ 425,000 |
Allowance for doubtful accounts | 0 | 121,000 | |
Bad debt recoveries | 0 | (7,000) | |
Bad debt recoveries | 0 | 7,000 | |
Asset impairment charges | 746,000 | ||
Research and development expenses | 382,000 | 245,000 | |
Shipping and handling costs | $ 1,467,000 | 1,054,000 | |
Percentage of tax benefits likelihood being realized upon ultimate settlement | greater than 50% | ||
Losses on extinguishment of debt | $ 0 | 194,000 | |
Co-packing Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Restricted cash | $ 211,000 | $ 142,000 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 65,000 | $ 105,000 |
Finished goods | 983,000 | 600,000 |
Inventory, net | $ 1,048,000 | $ 705,000 |
Schedule of Major Classes of Pr
Schedule of Major Classes of Property and Equipment (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,706,000 | $ 3,836,000 |
Less: accumulated depreciation | (3,317,000) | (2,894,000) |
Property and equipment | 389,000 | 942,000 |
Equipment not yet placed in service | 646,000 | |
Property and equipment, net of depreciation | 389,000 | 1,588,000 |
Manufacturing Equipment and Customer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,637,000 | 3,800,000 |
Other Property [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 69,000 | $ 36,000 |
Property Plant and Equipment (D
Property Plant and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 467,000 | $ 557,000 |
Depreciation expense in cost of revenue | $ 29,000 | $ 18,000 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Less: accumulated amortization | $ (586,000) | $ (522,000) |
Total | 306,000 | 370,000 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Patent costs, subject to amortization | 768,000 | 768,000 |
Total | 182,000 | 246,000 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 124,000 | $ 124,000 |
Schedule of Estimated Future Am
Schedule of Estimated Future Amortization Expense Related to Intangible Property (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, net of amortization | $ 306,000 | $ 370,000 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2023 | 64,000 | |
2024 | 64,000 | |
2025 | 49,000 | |
2026 | 5,000 | |
Intangible asset, net of amortization | $ 182,000 | $ 246,000 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 64,000 | $ 64,000 |
Paycheck Protection Program (_2
Paycheck Protection Program (PPP) Loan (Details Narrative) - USD ($) | 12 Months Ended | |||
Jan. 27, 2021 | May 07, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from notes payable | $ 568,000 | |||
Forgiveness income | (194,000) | |||
Paycheck Protection Program [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from notes payable | $ 568,000 | $ 568,000 | ||
Debt term | 5 years | 2 years | ||
Loan forgiven description | The Company was eligible for loan forgiveness of up to 100% of the loans, upon meeting certain requirements. | |||
Forgiveness income | $ 1,136,000 |
Convertible Notes (Related an_2
Convertible Notes (Related and Unrelated Party) (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Repayment of convertible debt | $ 840,000 | |
Gain (Loss) on Extinguishment of Debt | $ (194,000) | |
Milestone I Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible debt to common stock shares | 89,173 | |
Principal convertible debt | $ 231,000 | |
Due from Related Parties | 30,000 | |
Interest expenses on debt | 193,000 | |
Interest expense related party | 38,000 | |
Repayment of convertible debt | 840,000 | |
Repayment of related party debt | $ 180,000 | |
Milestone II Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible debt to common stock shares | 44,818 | |
Principal convertible debt | $ 168,000 | |
Interest expenses on debt | 42,000 | |
Milestone I and Milestone II Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Gain (Loss) on Extinguishment of Debt | $ 194,000 |
Schedule of Fair Value of Deriv
Schedule of Fair Value of Derivative Liability (Details) - Derivative Liabilities [Member] - CN Notes 2 [Member] | 12 Months Ended | |
May 26, 2021 | Dec. 31, 2020 | |
Measurement Input, Expected Term [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value assumptions, measurement input, term | 5 months 15 days | 11 months 1 day |
Measurement Input, Price Volatility [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value assumptions, measurement input, percentage | 101.32 | 120.38 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value assumptions, measurement input, percentage | 0.04 | 0.1 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value assumptions, measurement input, percentage |
Schedule of Derivative Liabilit
Schedule of Derivative Liability Measured at Fair Value on a Recurring Basis (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Gain on derivative | $ (16,000) | |
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value, December 31, 2020 | 41,000 | |
Extinguishment change in derivative from debt settlement | (25,000) | |
Gain on derivative | (16,000) | |
Fair value, December 31, 2021 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | May 26, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative Liability | $ 25,000 | ||
Derivative, Gain (Loss) on Derivative, Net | $ 16,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lease expiration date | Mar. 31, 2023 | |
Operating lease expense | $ 80,000 | $ 80,000 |
Operating lease right of use asset | 18,000 | $ 87,000 |
Operating lease liability | $ 20,000 | |
Lease discount rate | 10% | |
Operating Lease, Weighted Average Remaining Lease Term | 3 months | |
Legal proceeding amount | $ 100,000 |
Summary of Changes in Warrants
Summary of Changes in Warrants Outstanding (Details) - Warrant [Member] - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of warrants outstanding, Beginning balance | 1,287,404 | 2,204,303 |
Number of warrants, Issued | 10,550 | |
Number of warrants, Expired | (106,228) | (927,449) |
Number of warrants, Exercised | (986) | |
Number of warrants outstanding, Ending balance | 1,180,190 | 1,287,404 |
Summary of Outstanding Warrants
Summary of Outstanding Warrants (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of warrants | 1,180,190 | |
Weighted average exercise price | $ 4.15 | |
Remaining term in years | 6 months 29 days | |
Intrinsic value at date of grant | ||
Minimum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise price per share | $ 3.51 | |
Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise price per share | 9.10 | |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Weighted average exercise price | $ 6.07 | |
Warrant [Member] | Settlement of Deferred Compensation [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of warrants | 243,815 | |
Weighted average exercise price | $ 6.32 | |
Remaining term in years | 1 year 8 months 26 days | |
Intrinsic value at date of grant | ||
Warrant [Member] | Minimum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise price per share | 3.25 | |
Warrant [Member] | Minimum [Member] | Settlement of Deferred Compensation [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise price per share | $ 3.51 | |
Warrant [Member] | Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise price per share | $ 5.46 | |
Warrant [Member] | Maximum [Member] | Settlement of Deferred Compensation [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise price per share | $ 9.10 | |
Warrant [Member] | Private Placements of Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of warrants | 818,683 | |
Weighted average exercise price | $ 6.03 | |
Remaining term in years | 3 months 10 days | |
Intrinsic value at date of grant | ||
Warrant [Member] | Private Placements of Common Stock [Member] | Minimum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise price per share | $ 5.85 | |
Warrant [Member] | Private Placements of Common Stock [Member] | Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Exercise price per share | $ 6.89 | |
Warrant [Member] | Private Placement of Notes [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of warrants | 117,692 | |
Weighted average exercise price | $ 5.85 | |
Exercise price per share | $ 5.85 | |
Remaining term in years | 2 months 19 days | |
Intrinsic value at date of grant |
Summary of Stock Options Activi
Summary of Stock Options Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Number of Options, Outstanding, Beginning | 635,889 | 614,271 | |
Weighted average exercise price per share, Outstanding, Beginning | $ 7.41 | $ 7.61 | |
Remaining term in years, Outstanding, Beginning | 3 years 9 months 18 days | 3 years 9 months 18 days | |
Number of Options, Issued | 64,672 | 65,805 | |
Weighted average exercise price per share, Issued | $ 5.72 | $ 5.63 | |
Number of Options, Cancelled/Expired | (17,622) | (44,187) | |
Weighted average exercise price per share, Exercisable | $ 5.08 | $ 5.08 | |
Number of Options, Outstanding, Ending | 682,939 | 635,889 | 614,271 |
Weighted average exercise price per share, Outstanding, ending balance | $ 7.30 | $ 7.41 | $ 7.61 |
Remaining term in years, Outstanding, ending | 3 years 2 months 12 days | ||
Number of Options, Exercisable | 595,829 | ||
Weighted average exercise price per share, Exercisable | $ 7.54 | ||
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) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Expected volatility, minimum | 82.80% | 85% |
Expected volatility, maximum | 85.70% | 89.40% |
Risk Free interest rate. minimum | 1.50% | 0.70% |
Risk Free interest rate, maximum | 3.90% | 1.30% |
Expected dividends | ||
Weighted average grant date fair value per share | $ 4.53 | $ 4.04 |
Minimum [Member] | ||
Expected life (in years) | 5 years 6 months | 5 years 6 months |
Maximum [Member] | ||
Expected life (in years) | 8 years | 8 years |
Summary of Restricted Stock Awa
Summary of Restricted Stock Award and Restricted Stock Unit Activity (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Equity [Abstract] | |
Number of shares, Unvested | shares | 41,923 |
Weighted average grant date fair value, Unvested | $ / shares | $ 4.91 |
Number of shares, Unvested | shares | |
Weighted average grant date fair value, Unvested | $ / shares | |
Number of shares, Granted | shares | 46,554 |
Weighted average grant date fair value, Granted | $ / shares | $ 4.96 |
Number of shares, Forfeited | shares | (4,631) |
Weighted average grant date fair value, Forfeited | $ / shares | $ 5.38 |
Number of shares, Unvested | shares | 41,923 |
Weighted average grant date fair value, Unvested | $ / shares | $ 4.91 |
Summary of Performance Stock Un
Summary of Performance Stock Unit Activity (Details) | 12 Months Ended |
Dec. 31, 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 | 46,554 |
Weighted average grant date fair value, Granted | $ / shares | $ 4.96 |
Number of shares, Forfeited | shares | (4,631) |
Weighted average grant date fair value, Forfeited | $ / shares | $ 5.38 |
Number of shares, Unvested | shares | 41,923 |
Weighted average grant date fair value, Unvested | $ / shares | $ 4.91 |
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 | (105,834) |
Weighted average grant date fair value, Forfeited | $ / shares | $ 4.50 |
Number of shares, Unvested | shares | 17,678 |
Weighted average grant date fair value, Unvested | $ / shares | $ 4.50 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 12 Months Ended | |||
Feb. 28, 2023 | Jun. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Debt retired amount | $ 840,000 | |||
Number of warrants | 10,550 | |||
Warrants weighted average exercise price | $ 4.15 | |||
Number of shares available for grants | 30,000 | |||
Unrecognized share-based compensation expense | $ 281,000 | |||
Unrecognized share-based compensation weighted average period | 1 year 10 months 24 days | |||
Stock-based compensation | $ 386,000 | $ 92,000 | ||
General and Administrative Expense [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Allocated share based compensation expense | $ 386,000 | $ 92,000 | ||
2015 Plan [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares available for grants | 354,000 | |||
2015 Plan [Member] | Employees, Board of Directors and Other Service [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Issuance of shares | 1,153,846 | |||
Warrant [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants weighted average exercise price | $ 6.07 | |||
Minimum [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock price | 3.51 | |||
Minimum [Member] | Warrant [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock price | $ 3.25 | |||
Maximum [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock price | 9.10 | |||
Maximum [Member] | Warrant [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock price | $ 5.46 | |||
Share-Based Payment Arrangement, Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares price | $ 4.50 | |||
Number of common stock issued for services | 23,643 | 17,273 | ||
Share vested | 5,000 | |||
Share-Based Payment Arrangement, Option [Member] | Warrant [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Issuance of shares | 986 | |||
Stock price | $ 5.07 | |||
Share-Based Payment Arrangement, Option [Member] | Minimum [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares price | 5 | $ 4.94 | ||
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares price | $ 5.16 | $ 10.15 | ||
Performance Shares [Member] | Subsequent Event [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share vested | 77,000 | |||
Stock-based compensation | $ 218,000 | |||
Performance Shares [Member] | Minimum [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Performance shares percentage | 0% | |||
Performance Shares [Member] | Maximum [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Performance shares percentage | 200% | |||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Issuance of shares | 1,282,051 | |||
Shares price | $ 4.68 | |||
Gross proceeds from private placement | $ 6,000,000 | |||
Convertible debt | $ 399,000 | |||
Interest on debt | $ 234,410 | |||
Convertible debt to common stock shares | 133,991 |
Summary of Income Tax Provision
Summary of Income Tax Provision (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State | ||
Total | ||
Federal | (956,000) | (1,002,000) |
State | (323,000) | (322,000) |
Change in valuation allowance | 1,279,000 | 1,324,000 |
Total | ||
Provision for income taxes |
Summary of Statutory Federal In
Summary of Statutory Federal Income Tax Rate Before Provision for Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State tax | 7% | 7% |
Permanent differences | (15.00%) | |
Change in valuation allowance | (28.00%) | (13.00%) |
Total Income tax |
Schedule of Components of Net D
Schedule of Components of Net Deferred Income Tax Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 13,948,000 | $ 12,669,000 |
Valuation allowance | (13,948,000) | (12,669,000) |
Deferred tax assets, net |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carry forwards | $ 13,948,000 | $ 12,669,000 |
Deferred tax asset current amount | 1,279,000 | |
Operating loss carryforwards offset future taxable income | 49,843,000 | |
Operating loss carryforwards, begins to expire | 28,482,000 | |
Net operating loss carry forward | $ 21,361,000 |
Schedule of Revenue by Major Cu
Schedule of Revenue by Major Customers by Reporting Segments (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Percentage of total revenue | 20% | 21% |
Customer B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Percentage of total revenue | 20% | 9% |
Customer C [Member] | ||
Revenue, Major Customer [Line Items] | ||
Percentage of total revenue | 16% | 20% |
Schedule of Cash Flow Supplemen
Schedule of Cash Flow Supplemental Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | ||
Amounts included in the measurement of lease liabilities | $ 78,000 | $ 78,000 |
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 | 90,000 | |
Extinguishment of derivative liability | $ 25,000 |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Liquidity | ||
Cash for operations | $ 2,648,000 | $ 1,861,000 |
Restricted cash | $ 3,019,000 |