COVER
COVER - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 11, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 000-54677 | |
Entity Registrant Name | CV Sciences, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 80-0944970 | |
Entity Address, Address Line One | 10070 Barnes Canyon Road | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92121 | |
City Area Code | 866 | |
Local Phone Number | 290-2157 | |
Entity Central Index Key | 0001510964 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 109,018,698 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 2,460 | $ 4,024 |
Restricted cash | 501 | 501 |
Accounts receivable, net | 1,119 | 1,126 |
Inventory | 9,176 | 8,840 |
Prepaid expenses and other | 1,771 | 2,372 |
Total current assets | 15,027 | 16,863 |
Property & equipment, net | 2,493 | 2,877 |
Operating lease assets | 2,789 | 3,057 |
Intangibles, net | 3,730 | 3,730 |
Goodwill | 2,788 | 2,788 |
Other assets | 983 | 1,310 |
Total assets | 27,810 | 30,625 |
Current liabilities: | ||
Accounts payable | 646 | 1,677 |
Accrued expenses | 10,233 | 9,805 |
Operating lease liability - current | 686 | 680 |
Current portion of long-term debt | 2,998 | 2,174 |
Total current liabilities | 14,563 | 14,336 |
Liabilities, Noncurrent [Abstract] | ||
Operating lease liability | 3,113 | 3,467 |
Debt | 0 | 1,453 |
Deferred tax liability | 157 | 157 |
Total liabilities | 17,833 | 19,413 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity | ||
Preferred stock, par value $0.0001; 10,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, par value $0.0001; 190,000 shares authorized; 108,462 and 100,664 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 11 | 10 |
Additional paid-in capital | 80,544 | 75,123 |
Accumulated deficit | (70,578) | (63,921) |
Total stockholders' equity | 9,977 | 11,212 |
Total liabilities and stockholders' equity | $ 27,810 | $ 30,625 |
CONDENSED BALANCE SHEETS Balanc
CONDENSED BALANCE SHEETS Balance Sheet (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (shares) | 10,000,000 | 10,000,000 |
Preferred stock issued (shares) | 0 | 0 |
Preferred stock outstanding (shares) | 0 | 0 |
Common stock par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (shares) | 190,000,000 | 190,000,000 |
Common stock issued (shares) | 108,462,000 | 100,664,000 |
Common stock outstanding (shares) | 108,462,000 | 100,664,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Product sales, net | $ 5,128 | $ 5,396 | $ 9,972 | $ 13,666 |
Cost of goods sold | 2,838 | 3,074 | 5,324 | 7,336 |
Gross Profit | 2,290 | 2,322 | 4,648 | 6,330 |
Operating expenses: | ||||
Research and development | 225 | 746 | 411 | 2,255 |
Selling, general and administrative | 5,575 | 6,233 | 10,860 | 14,052 |
Total operating expenses | 5,800 | 6,979 | 11,271 | 16,307 |
Operating Loss | (3,510) | (4,657) | (6,623) | (9,977) |
Other Expenses [Abstract] | ||||
Interest (income) expense, net | 9 | 4 | 23 | (6) |
Loss before income taxes | (3,519) | (4,661) | (6,646) | (9,971) |
Income tax expense (benefit) | 11 | 20 | 11 | (138) |
Net Loss | $ (3,530) | $ (4,681) | $ (6,657) | $ (9,833) |
Weighted average common shares outstanding, basic and diluted (shares) | 107,623 | 99,863 | 106,074 | 99,771 |
Net loss per common share, basic and diluted (in USD per share) | $ (0.03) | $ (0.05) | $ (0.06) | $ (0.10) |
Revenue, Product and Service [Extensible List] | us-gaap:ProductMember |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings |
Beginning balance, shares at Dec. 31, 2019 | 99,416 | |||
Beginning balance, value at Dec. 31, 2019 | $ 29,147 | $ 10 | $ 70,774 | $ (41,637) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock from exercise of stock options (shares) | 436 | |||
Issuance of common stock from exercise of stock options | 161 | 161 | ||
Stock-based compensation | 1,258 | 1,258 | ||
Net loss | (5,152) | (5,152) | ||
Ending balance, shares at Mar. 31, 2020 | 99,852 | |||
Ending balance, value at Mar. 31, 2020 | 25,414 | $ 10 | 72,193 | (46,789) |
Beginning balance, shares at Dec. 31, 2019 | 99,416 | |||
Beginning balance, value at Dec. 31, 2019 | 29,147 | $ 10 | 70,774 | (41,637) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (9,833) | |||
Ending balance, shares at Jun. 30, 2020 | 99,886 | |||
Ending balance, value at Jun. 30, 2020 | 21,988 | $ 10 | 73,448 | (51,470) |
Beginning balance, shares at Mar. 31, 2020 | 99,852 | |||
Beginning balance, value at Mar. 31, 2020 | 25,414 | $ 10 | 72,193 | (46,789) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock from exercise of stock options (shares) | 34 | |||
Issuance of common stock from exercise of stock options | 12 | 12 | ||
Stock-based compensation | 1,243 | 1,243 | ||
Net loss | (4,681) | (4,681) | ||
Ending balance, shares at Jun. 30, 2020 | 99,886 | |||
Ending balance, value at Jun. 30, 2020 | 21,988 | $ 10 | 73,448 | (51,470) |
Beginning balance, shares at Dec. 31, 2020 | 100,664 | |||
Beginning balance, value at Dec. 31, 2020 | 11,212 | $ 10 | 75,123 | (63,921) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock under equity commitment (shares) | 6,127 | |||
Issuance of common stock under equity commitment | 3,222 | $ 1 | 3,221 | |
Stock-based compensation | 657 | 657 | ||
Net loss | (3,127) | (3,127) | ||
Ending balance, shares at Mar. 31, 2021 | 106,791 | |||
Ending balance, value at Mar. 31, 2021 | 11,964 | $ 11 | 79,001 | (67,048) |
Beginning balance, shares at Dec. 31, 2020 | 100,664 | |||
Beginning balance, value at Dec. 31, 2020 | 11,212 | $ 10 | 75,123 | (63,921) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (6,657) | |||
Ending balance, shares at Jun. 30, 2021 | 108,462 | |||
Ending balance, value at Jun. 30, 2021 | 9,977 | $ 11 | 80,544 | (70,578) |
Beginning balance, shares at Mar. 31, 2021 | 106,791 | |||
Beginning balance, value at Mar. 31, 2021 | 11,964 | $ 11 | 79,001 | (67,048) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock under equity commitment (shares) | 1,669 | |||
Issuance of common stock under equity commitment | 631 | $ 0 | 631 | |
Issuance of common stock from exercise of stock options (shares) | 2 | |||
Issuance of common stock from exercise of stock options | 0 | 0 | ||
Stock-based compensation | 912 | 912 | ||
Net loss | (3,530) | (3,530) | ||
Ending balance, shares at Jun. 30, 2021 | 108,462 | |||
Ending balance, value at Jun. 30, 2021 | $ 9,977 | $ 11 | $ 80,544 | $ (70,578) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
OPERATING ACTIVITIES | ||
Net loss | $ (6,657) | $ (9,833) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation and amortization | 402 | 389 |
Stock-based compensation | 1,569 | 2,501 |
Non-cash lease expense, net | 268 | 562 |
Deferred taxes | 0 | (158) |
Loss on sale of property and equipment | 0 | 176 |
Other | 211 | 99 |
Change in operating assets and liabilities: | ||
Accounts receivable, net | (85) | 1,032 |
Inventory | (336) | 1,738 |
Prepaid expenses and other | 822 | 2,208 |
Accounts payable and accrued expenses | (947) | (2,818) |
Net cash used in operating activities | (4,753) | (4,104) |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (35) | (506) |
Net cash flows used in investing activities | (35) | (506) |
FINANCING ACTIVITIES | ||
Proceeds from debt | 0 | 2,906 |
Repayment of unsecured debt | (629) | 0 |
Proceeds from issuance of common stock | 3,853 | 0 |
Proceeds from exercise of stock options | 0 | 173 |
Net cash flows provided by financing activities | 3,224 | 3,079 |
Net decrease in cash, cash equivalents and restricted cash | (1,564) | (1,531) |
Cash, cash equivalents and restricted cash, beginning of period | 4,525 | 9,608 |
Cash, cash equivalents and restricted cash, end of period | $ 2,961 | $ 8,077 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Supplemental cash flow disclosures: | ||
Income taxes paid | $ 0 | $ 18 |
Supplemental disclosures of non-cash transactions: | ||
Purchase of property and equipment in accounts payable and accrued expenses | 0 | 327 |
Sale of property and equipment in exchange for note receivable (recorded in prepaid expenses and other) and inventory | $ 0 | $ 675 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | ORGANIZATION AND BUSINESS Historical Information - CV Sciences, Inc. (the “Company”) was incorporated under the name Foreclosure Solutions, Inc. in the State of Texas on December 9, 2010. On July 25, 2013, CannaVest Corp., a Texas corporation (“CannaVest Texas”), merged with the Company, a wholly-owned Delaware subsidiary of CannaVest Texas, to effectuate a change in the Company’s state of incorporation from Texas to Delaware. On January 4, 2016, the Company filed a Certificate of Amendment of Certificate of Incorporation reflecting its corporate name change to “CV Sciences, Inc.”, effective on January 5, 2016. In addition, on January 4, 2016, the Company amended its Bylaws to reflect its corporate name change to “CV Sciences, Inc.” Description of Business - The Company has two operating segments: consumer products and specialty pharmaceutical. The consumer products segment develops, manufactures, markets and sells plant-based dietary supplements and hemp-based cannabidiol ("CBD"). The Company sells its products under tradenames, such as PlusCBD ™, HappyLane ™, ProCBD ™, CV ™ Acute , and CV ™ Defense . The Company's products are sold in a variety of market sectors including nutraceutical, beauty care and specialty foods. The specialty pharmaceutical segment is developing drug candidates which use CBD as a primary active ingredient. Basis of Presentation - The unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). Use of Estimates - The preparation of the condensed financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts in the condensed financial statements and accompanying notes. Actual results may differ from these estimates. Significant estimates include the valuation of intangible assets, inputs for valuing equity awards, valuation of inventory and assumptions related to revenue recognition. Fair Value Measurements - Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The carrying values of accounts receivable, other current assets, accounts payable, and certain accrued expenses as of June 30, 2021 and December 31, 2020, approximate their fair value due to the short-term nature of these items. The Company's notes payable balance also approximates fair value as of June 30, 2021 and December 31, 2020, as the interest rate on the notes payable approximates the rates available to the Company as of this date. The accounting guidance establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities. • Level 1 - uses unadjusted quoted prices that are available in active markets for identical assets or liabilities. The Company's Level 1 assets are comprised of $1.5 million and $2.4 million in money market funds which are classified as cash equivalents as of June 30, 2021 and December 31, 2020, respectively. In addition, the Company's restricted cash of $0.5 million as of June 30, 2021 and December 31, 2020 is comprised of certificates of deposit. The carrying value of the cash equivalents and restricted cash approximated the fair value as of June 30, 2021 and December 31, 2020. The Company does not have any liabilities that are valued using inputs identified under a Level 1 hierarchy as of June 30, 2021 and December 31, 2020. • Level 2 - uses inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data. The Company did not have any assets or liabilities that are valued using inputs identified under a Level 2 hierarchy as of June 30, 2021 and December 31, 2020. • Level 3 - uses one or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, and significant management judgment or estimation. The Company did not have any assets or liabilities that are valued using inputs identified under a Level 3 hierarchy as of June 30, 2021 and December 31, 2020. Cash, cash equivalents, and restricted cash - The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheets to the total of the same amounts shown in the statement of cash flows for the six months ended June 30, 2021 and 2020 (in thousands): June 30, June 30, Cash and cash equivalents $ 2,460 $ 7,576 Restricted cash 501 501 Total cash and restricted cash shown in the statements of cash flows $ 2,961 $ 8,077 Revenues - The following presents revenue product sales by channel, food, drug and mass ("FDM"), natural products and other, and e-commerce, for the three and six months ended June 30, 2021 and 2020: Three months ended June 30, 2021 Three months ended June 30, 2020 Amount % of product sales, net Amount % of product sales, net (in thousands) (in thousands) Retail - FDM $ 222 4.3 % $ 445 8.2 % Retail - Natural products and other 3,013 58.8 % 2,914 54.0 % E-Commerce 1,893 36.9 % 2,037 37.8 % Product sales, net $ 5,128 100.0 % $ 5,396 100.0 % Six months ended June 30, 2021 Six months ended June 30, 2020 Amount % of product sales, net Amount % of product sales, net (in thousands) (in thousands) Retail - FDM $ 445 4.5 % $ 876 6.4 % Retail - Natural products and other 5,765 57.8 % 8,739 63.9 % E-Commerce 3,762 37.7 % 4,051 29.7 % Product sales, net $ 9,972 100.0 % $ 13,666 100.0 % Liquidity Considerations - The Company believes that a combination of factors, mainly consisting of increased competition and the effects of the COVID-19 pandemic, have adversely impacted its business operations for the three and six month period ended June 30, 2021. Due to a low barrier entry market with a lack of a clear regulatory framework, the Company faces intense competition from both licensed and illicit market operators that may also sell plant-based dietary supplements and hemp-based CBD consumer products. COVID-19 also had a significant impact on the Company's results of operations as government-imposed restrictions on businesses and retail store closures impacted its sales revenue. Although the Company cannot predict how sales for its products will continue to be impacted by the increase in competition and these preventative measures, the Company expects that these factors may continue to negatively impact its operations due to decreased consumer demand as well as potential production and warehouse limitations. These factors result in events or conditions, before consideration of management’s plans, that could impact the Company's continuing operations and its ability to meet future obligations. Although the Company’s revenue was impacted for the six months ended June 30, 2021 and the year ended December 31, 2020 due to increased competition and the effects of COVID-19, the Company was able to mitigate, to some degree, these conditions as the Company’s management implemented, and continues to make and implement, strategic cost reductions, including reductions in employee headcount, vendor spending, and the delay of expenses related to its drug development activities. On December 8, 2020, the Company entered into a common stock purchase agreement (“SPA”) with Tumim Stone Capital, LLC (“Tumim”), pursuant to which Tumim committed to purchase up to $10.0 million in shares of our common stock, from time to time, as further discussed in Note 4. Management believes that its cash and cash equivalents on hand together with the equity commitment with Tumim and the cost reduction measures, as needed, will provide sufficient liquidity to fund its operations for the next 12 months from the issuance of these condensed financial statements. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04 and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. Topic 326 was to be effective for reporting periods beginning after December 15, 2019, with early adoption permitted. In November 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) Effective Dates, which deferred the effective dates for the Company, as a smaller reporting company, until fiscal year 2023. The Company currently plans to adopt the guidance at the beginning of fiscal 2023. The Company is currently evaluating the potential impact of Topic 326 on the Company’s condensed financial statements. Recent Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. The new standard is effective for fiscal years beginning after December 15, 2020. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company's adoption of ASU 2019-12 during the three and six months ended June 30, 2021, did not have a material impact on the Company's condensed financial statements. |
BALANCE SHEET DETAIL
BALANCE SHEET DETAIL | 6 Months Ended |
Jun. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
BALANCE SHEET DETAILS | BALANCE SHEET DETAILS Inventory Inventory as of June 30, 2021 and December 31, 2020 was comprised of the following (in thousands): June 30, December 31, Raw materials $ 4,603 $ 4,923 Work in process 1,685 785 Finished goods 2,888 3,132 $ 9,176 $ 8,840 The Company recorded inventory write-downs of $0.1 million for the three and six months ended June 30, 2021, respectively. Inventory write-downs for the three and six months ended June 30, 2020 were $0.2 million and $0.3 million, respectively. Intangibles, net Intangibles, net as of June 30, 2021 and December 31, 2020 consisted of in-process research and development of $3.7 million with an indefinite life. Accrued expenses Accrued expenses as of June 30, 2021 and December 31, 2020 were as follows (in thousands): June 30, December 31, Accrued payroll expenses (1) $ 8,627 $ 8,324 Other accrued liabilities 1,606 1,481 $ 10,233 $ 9,805 (1) This includes a $6.2 million tax liability associated with a related party transaction as discussed in Note 10. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt as of June 30, 2021 and December 31, 2020 were as follows (in thousands): June 30, December 31, 2020 PPP loan $ 2,906 $ 2,906 Insurance financing 92 721 2,998 3,627 Less: Current portion of debt (2,998) (2,174) Long-term portion of debt $ — $ 1,453 Principal payments on the debt are as follows (in thousands): June 30, 2021 $ 1,545 2022 1,453 Total principal payments $ 2,998 Paycheck Protection Program On April 15, 2020, the Company applied for a loan from JPMorgan Chase Bank, N.A. (the "Lender"), pursuant to the Paycheck Protection Program of the CARES Act as administered by the U.S. Small Business Administration. On April 17, 2020, the loan was approved, and the Company received proceeds in the amount of $2.9 million (the “PPP Loan”). The PPP Loan, which took the form of a promissory note, matures on April 15, 2022 and bears interest at a rate of 0.98% per annum (the “Promissory Note”). The Company did not provide any collateral or guarantees for the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. The Promissory Note provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The Company may prepay the principal of the PPP Loan at any time without incurring any prepayment charges. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, and covered utilities during the covered period of 8 weeks beginning on the date of loan approval. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee in excess of $100,000, prorated annually. Not more than 25% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. In the event the PPP Loan, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal. The Paycheck Protection Program Flexibility Act of 2020 (the “PPP Flexibility Act”), enacted on June 5, 2020, amended the Paycheck Protection Program, among others, as follows: (i) extended the covered period from 8 weeks to 24 weeks from the date the PPP Loan is originated, during which PPP funds needed to be expended in order to be forgiven. A borrower may submit a loan forgiveness application any time on or before the maturity date of the loan – including before the end of the covered period – if the borrower has used all of the loan proceeds for which the borrower is requesting forgiveness. (ii) at least 60% of PPP funds must be spent on payroll costs, with the remaining 40% available to spend on other eligible expenses. (iii) payments are deferred until the date on which the amount of forgiveness determined is remitted to the lender. If a borrower fails to seek forgiveness within 10 months after the last day of its covered period, then payments will begin on the date that is 10 months after the last day of the covered period. In addition, the PPP Flexibility Act modified the CARES Act by increasing the maturity date for loans made after the effective date from two years to a minimum maturity of five years from the date on which the borrower applies for loan forgiveness. Existing PPP loans made before the new legislation retain their original two-year term, but may be renegotiated between a lender and a borrower to match the 5-year term permitted under the PPP Flexibility Act. On July 1, 2021, the Company submitted an application for forgiveness of its PPP Loan. The forgiveness process is currently under review, and the Company is awaiting a response from the Lender and the SBA. No assurance is provided that the Company will obtain forgiveness of the PPP Loan in whole or in part. The Promissory Note is classified as current. Unsecured Note Payable In October 2020, the Company entered into a finance agreement with First Insurance Funding in order to fund a portion of its insurance policies. The amount financed is $0.7 million and incurs interest at a rate of 3.60%. The Company is required to make monthly payments of $0.1 million from November 2020 through July 2021. The outstanding balance as of June 30, 2021 was $0.1 million. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
STOCKHOLDERS EQUITY | STOCKHOLDERS EQUITYOn December 8, 2020, the Company entered into an SPA with Tumim to issue and sell up to $10.0 million in shares of the Company's common stock. The SPA provides, among other things, that the Company may direct, every three trading days, Tumim to purchase a number of shares not to exceed an amount determined based upon the trading volume and stock price of the Company's shares. During the three and six months ended June 30, 2021, the Company sold 1,669,086 and 7,796,356 shares of common stock pursuant to the SPA and recognized proceeds of $0.6 million and $3.9 million, respectively. As of August 13, 2021, the Company has sold 556,362 additional shares of common stock and recognized proceeds of $0.2 million under the SPA since the quarter ended June 30, 2021. The Company has a remaining availability under SPA of $5.8 million as of August 13, 2021. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION As of December 31, 2020, there were 34,976,000 shares of Company common stock authorized for issuance under the CV Sciences, Inc. Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan"). On June 11, 2019, the Company’s stockholders approved an amendment to the 2013 Plan to add an automatic “evergreen” provision regarding the number of shares to be annually added to the 2013 Plan. As a result, the number of shares of common stock that will be automatically added to the 2013 Plan on January 1 of each year during the term of the plan, starting with January 1, 2020, will be the lesser of: (a) 4% of the total shares of the Company’s common stock outstanding on December 31st of the prior year, (b) 4,000,000 shares of the Company’s common stock, or (c) a lesser number of shares of the Company’s common stock as determined by the Company’s Board of Directors. On January 1, 2021, the Company added 4,000,000 shares of the Company's common stock to the 2013 Plan for a total of 38,976,000 shares authorized for issuance under the 2013 Plan as of June 30, 2021. As of June 30, 2021, the Company had 4,052,000 authorized unissued shares reserved and available for issuance upon exercise and conversion of outstanding awards under the 2013 Plan. As of June 30, 2021, total unrecognized compensation cost related to non-vested stock-based compensation arrangements was $4.3 million which is expected to be recognized over a weighted-average period of 1.24 years. The following summarizes activity related to the Company's stock options (in thousands, except per share data): Number of Shares Weighted Average Weighted Average Aggregate Intrinsic Value Outstanding - December 31, 2020 25,225 $ 0.48 5.7 $ 2,186 Granted 6,550 0.55 — — Exercised (2) 0.26 — — Forfeited (440) 0.58 — — Outstanding - June 30, 2021 31,333 0.50 6.1 378 Exercisable - June 30, 2021 23,829 0.47 5.1 354 Vested or expected to vest - June 30, 2021 31,333 $ 0.50 6.1 $ 378 The Company has established performance milestones in connection with drug development efforts for its lead drug candidate CVSI-007. The above table includes 5,000,000 vested performance-based options as of June 30, 2021, which were issued outside of the 2013 Plan. As of June 30, 2021, there were 8,000,000 remaining unvested stock options granted outside of the 2013 Plan which are not included in the above table. These stock options vest upon the completion of future performance conditions, including those related to the Settlement Agreement with Mona Jr. (refer to Note 10). The total intrinsic value of stock options exercised during the six months ended June 30, 2020 was $0.3 million. Upon option exercise, the Company issues new shares of stock. The intrinsic value of stock option exercises during the six months ended June 30, 2021 was not material. The following table presents the weighted average grant date fair value of stock options granted and the weighted-average assumptions used to estimate the fair value on the date of grant using the Black-Scholes valuation model: Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Volatility 132.1% 123.1% 133.7 % 132.9 % Risk-Free Interest Rate 0.8% 0.4% 0.9 % 0.5 % Expected Term (in years) 5.49 5.42 5.61 5.32 Dividend Rate —% —% — % — % Fair Value Per Share on Grant Date $0.32 $0.61 $ 0.49 $ 0.36 The risk-free interest rates are based on the implied yield available on U.S. Treasury constant maturities with remaining terms equivalent to the respective expected terms of the options. Expected volatility is based on the historical volatility of the Company's common stock. The Company estimates the expected term for stock options awarded to employees, non-employees, officers and directors using the simplified method in accordance with ASC Topic 718, Stock Compensation, because the Company does not have sufficient relevant historical information to develop reasonable expectations about future exercise patterns. In the future, as the Company gains historical data for the actual term over which stock options are held, the expected term may change, which could substantially change the grant-date fair value of future stock option awards, and, consequently, compensation of future grants. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The Company computes basic net loss per share using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares plus potential common shares. The Company's stock options, including those with performance conditions, are included in the calculation of diluted net loss per share using the treasury stock method when their effect is dilutive. Potential common shares are excluded from the calculation of diluted net loss per share when their effect is anti-dilutive. The following common stock equivalents were not included in the calculation of net loss per diluted share because their effect were anti-dilutive (in thousands): Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Stock options 26,333 21,661 26,333 21,661 Performance stock options 5,000 5,000 5,000 5,000 Total 31,333 26,661 31,333 26,661 The above table excludes 8,000,000 unvested performance stock options for the three and six months ended June 30, 2021 and 2020, which vest upon the completion of future performance conditions. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES On March 17, 2015, Michael Ruth filed a shareholder derivative suit in Nevada District Court alleging breach of fiduciary duty and gross mismanagement (the “Ruth Complaint”). The claims are premised on the same events that were the subject of a purported class action filed in the Southern District of New York on April 23, 2014 (the “Sallustro Case”). On July 2, 2019, the court in the Sallustro Case entered a final order dismissing the complaint with prejudice. The Company did not make any settlement payment, and at no time was there a finding of wrongdoing by the Company or any of its directors. Regarding the Ruth Complaint, the Company and Mr. Ruth previously agreed to stay the action pending the conclusion of discovery in the Sallustro Case. Now that the Sallustro Case has been dismissed, the stay has been lifted. Plaintiff’s counsel recently informed the Court that Mr. Ruth sold his shares of CVSI stock and thus he no longer has standing to pursue this claim. However, the Court allowed Plaintiff’s counsel to substitute CVSI shareholder Otilda Lamont as the named plaintiff. On September 20, 2019, the Company filed a motion to dismiss the Ruth Complaint and the Court issued a ruling denying the motion to dismiss on November 24, 2020. A Third Amended Complaint was filed on December 11, 2020 substituting Otilda Lamont as plaintiff. The Company filed an answer to the Ruth Complaint on January 11, 2021 and discovery is ongoing. The Court issued a schedule whereby discovery ends on November 19, 2021. Management intends to vigorously defend the allegations. On August 24, 2018, David Smith filed a purported class action complaint in Nevada District Court (the "Smith Complaint") alleging certain misstatements in the Company's public filings that led to stock price fluctuations and financial harm. Several additional individuals filed similar claims, and the Smith Complaint and each of the other suits all arise out of a report published by Citron Research on Twitter on August 20, 2018, suggesting that the Company misled investors by failing to disclose that the Company’s efforts to secure patent protection for CVSI-007 had been “finally rejected” by the United States Patent and Trademark Office ("USPTO"). On November 15, 2018, the court consolidated the actions and appointed Richard Ina, Trustee for the Ina Family Trust, as Lead Plaintiff for the consolidated actions. On January 4, 2019, Counsel for Lead Plaintiff Richard Ina, Trustee for the Ina Family Trust, filed a “consolidated amended complaint”. On March 5, 2019, we filed a motion to dismiss the action. The Court denied the motion to dismiss on December 10, 2019, and the parties have commenced discovery in the action with a discovery cutoff date of August 23, 2021. Arising out of the same facts and circumstances in the Smith Complaint, on June 11, 2020, Phillip Berry filed a derivative suit in the United States District Court for the Southern District of California alleging breaches of fiduciary duty against the Company and various defendants, and waste of corporate assets (the “Berry Complaint”). The Company accepted service of the Berry Complaint and filed a motion to dismiss. On May 14, 2021, the District Court issued an order denying the motion to dismiss without prejudice but staying the action pending resolution of the Ina case. In addition to the Berry Complaint, five additional shareholder derivative suits have been filed which are premised on the same event as the Smith Complaint. This includes a new shareholder derivative action filed on April 13, 2021 by David Menna in the Superior Court of the State of California, County of San Diego. This case is stayed by stipulation of the parties until August 11, 2021. With respect to the other four shareholder derivative cases, all four actions are also currently stayed. On May 19, 2020, the USPTO issued a patent pertaining to CVSI-007, which the Company believes negates and defeats any claims that the Company and the various defendants misled the market by not disclosing that the USPTO had finally rejected the patent. Management intends to vigorously defend the allegations in each of these matters as the result of the issuance of a patent and the failure of the plaintiffs’ causes of action on various other grounds. On December 3, 2019, Michelene Colette and Leticia Shaw filed a putative class action complaint in the Central District of California, alleging the labeling on the Company’s products violated the Food, Drug, and Cosmetic Act of 1938 (the “Colette Complaint”). On February 6, 2020, the Company filed a motion to dismiss the Colette Complaint. Instead of opposing our motion, plaintiffs elected to file an amended complaint on February 25, 2020. On March 11, 2020, we filed a motion to dismiss the amended complaint. The court issued a ruling on May 22, 2020 that stayed this proceeding in its entirety and dismissed part of the amended complaint. The portion of the proceeding that is stayed will remain stayed until the U.S. Food and Drug Administration promulgates rules that govern cannabidiol products (the “FDA Rules”). When such FDA Rules are promulgated, the plaintiffs will be allowed to ask the court to reopen the proceeding. Management intends to vigorously defend the allegations. On July 22, 2020, the Company filed a complaint in the San Diego Superior Court for declaratory relief to confirm the termination of Mona Jr.’s severance and other post-termination compensation and benefits, as well as to recover amounts owed to the Company by Mona Jr. in connection with his purchase of a personal seat license for the Raiders Stadium and certain advance payments made on Mona Jr.’s behalf. The complaint also requests that Mona Jr. provides the Company with appropriate taxing authority documentation to show that he paid the tax associated with the vesting of the RSU's. For more information refer to Note 10, Related Parties. The parties have commenced the discovery process, and the Company intends to vigorously pursue its claims. In the normal course of business, the Company is a party to a variety of agreements pursuant to which they may be obligated to indemnify the other party. It is not possible to predict the maximum potential amount of future payments under these types of agreements due to the conditional nature of our obligations, and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these types of agreements have not had a material effect on our business, results of operations or financial condition. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATIONThe Company operates in two distinct business segments: a consumer products segment in manufacturing, marketing and selling hemp-based CBD products to a range of market sectors; and a specialty pharmaceutical segment focused on developing and commercializing novel therapeutics utilizing CBD. The Company’s segments maintain separate financial information for which operating results are evaluated on a regular basis by the Company’s senior management in deciding how to allocate resources and in assessing performance. The Company evaluates its consumer products segment based on net product sales, gross profit and operating income or loss. The Company currently evaluates its specialty pharmaceutical segment based on the progress of its clinical development programs. The following table presents information by reportable operating segment for the three and six months ended June 30, 2021 and 2020 (in thousands): Consumer Products Specialty Pharmaceutical Segment Consolidated Totals Three months ended June 30, 2021: Product sales, net $ 5,128 $ — $ 5,128 Gross profit $ 2,290 $ — $ 2,290 Research and development expense 126 99 225 Selling, general and administrative expense 5,565 10 5,575 Operating loss $ (3,401) $ (109) $ (3,510) Three months ended June 30, 2020: Product sales, net $ 5,396 $ — $ 5,396 Gross profit $ 2,322 $ — $ 2,322 Research and development expense 152 594 746 Selling, general and administrative expense 6,180 53 6,233 Operating loss $ (4,010) $ (647) $ (4,657) Consumer Products Specialty Pharmaceutical Segment Consolidated Totals Six months ended June 30, 2021: Product sales, net $ 9,972 $ — $ 9,972 Gross profit 4,648 — 4,648 Research and development expense 254 157 411 Selling, general and administrative expense 10,835 25 10,860 Operating loss $ (6,441) $ (182) $ (6,623) Six months ended June 30, 2020: Product sales, net $ 13,666 $ — $ 13,666 Gross profit 6,330 — $ 6,330 Research and development expense 457 1,798 2,255 Selling, general and administrative expense 13,990 62 $ 14,052 Operating loss $ (8,117) $ (1,860) $ (9,977) |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESFor the six months ended June 30, 2021 and 2020, the Company generated a net loss for which no tax benefit has been recognized due to uncertainties regarding the future realization of the tax benefit. The tax effects of the net loss will be recognized when realization of the tax benefit becomes more likely than not or the tax effects of the previous interim losses are utilized. |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | RELATED PARTIES During the year ended December 31, 2019, the Company's former President and Chief Executive Officer, Michael Mona Jr. ("Mona Jr."), and the Company entered into a Settlement Agreement (the “Settlement Agreement”), pursuant to which the Company agreed that Mona Jr.’s resignation from the Company on January 22, 2019 was for Good Reason (as defined in Mona Jr.’s Employment Agreement) and agreed to extend the deadline for Mona Jr.’s exercise of his stock options for a period of five years. As of June 30, 2021, Mona Jr. has 11,300,000 fully vested outstanding stock options with a weighted average exercise price of $0.42 per share. In exchange, Mona Jr. agreed that notwithstanding the terms of his Employment Agreement providing for acceleration of vesting of all stock options and RSU's upon a Good Reason resignation, certain of his unvested stock options would not immediately vest, but rather continue to vest if, and only if, certain Company milestones are achieved related to the Company’s drug development efforts. These stock options were issued in July 2016 (6,000,000 options) and March 2017 (5,000,000 options) and 6,750,000 of these stock options have not vested as of June 30, 2021. The Company and Mona Jr. also agreed to mutually release all claims arising out of and related to Mona Jr.’s resignation and separation from the Company. As a result of the Settlement Agreement, the Company recorded stock-based compensation expense related to the accelerated vesting of the RSU's of $5.1 million and the modification of certain stock options of $2.7 million during the year ended December 31, 2019. As part of the Settlement Agreement, 2,950,000 vested RSU's were issued to Mona Jr. The vesting of the RSU's and payment of shares is treated as taxable compensation and thus subject to income tax withholdings. No amounts were withheld (either in cash or the equivalent of shares of common stock from the vesting of the RSU's) or included in the original Company’s payroll tax filing. The compensation is subject to Federal and State income tax withholding and Federal Insurance Contributions Act (“FICA”) taxes withholding estimated to be $6.4 million for the employee portions. The employer portion of the FICA taxes is $0.2 million and has been recorded as a component of selling, general and administrative expenses in the condensed statement of operations for the year ended December 31, 2019. During the year ended December 31, 2020, the Company reported the taxable compensation associated with the RSU release to the taxing authorities and included the amount in Mona Jr.'s W-2 for 2019. In addition, the Company paid the employer and employee portion of the FICA taxes of $0.2 million, respectively. Although the primary tax liability is the responsibility of the employee, the Company is secondarily liable and thus has recorded the liability on its condensed balance sheet as of December 31, 2020 in an amount of $6.2 million which was recorded as a component of accrued expenses. The Company initially recorded an offsetting receivable of $6.2 million during the second quarter of 2019 for the total estimated Federal and State income taxes which should have been withheld in addition to the employee portion of the FICA payroll taxes as the primary liability is ultimately the responsibility of the employee. The receivable was recorded as a component of prepaid expense and other on the condensed balance sheet. The deadline to file and pay personal income taxes for 2019 was on October 15, 2020. To date, Mona Jr. has not provided to the Company the appropriate documentation substantiating that he properly filed and paid his taxes for 2019. As a result, the Company derecognized its previously recorded receivable of $6.2 million during the fourth quarter of 2020. The associated liability may be relieved once the tax amount is paid by Mona Jr. and the Company has received the required taxing authority documentation from Mona Jr. If the tax amount is not paid by Mona Jr., the Company would be liable for such withholding tax due. Additionally, the Company could be subject to penalties if the amounts are ultimately not paid. The Company does not believe that any such penalties are probable or reasonably possible as of June 30, 2021. On July 22, 2020, the Company filed a complaint in the San Diego Superior Court for declaratory relief to confirm the termination of Mona Jr.'s severance and other post-termination compensation and benefits, and to recover amounts owed to the Company by Mona Jr. in connection with his purchase of personal seat licenses for the Raiders stadium and certain advance payments made on Mona Jr.'s behalf. The complaint also requests that Mona Jr. provides the Company with appropriate taxing authority documentation to show that he paid the tax associated with the vesting of the RSU's. The Company recorded a payable to Mona Jr. of $0.4 million as of June 30, 2021 and December 31, 2020. The amounts are mostly related to termination benefits associated with his separation from the Company and are payable via regular payroll through June 2021. The Company has not paid any termination benefits to Mona Jr. since filing the complaint. As of June 30, 2021 and December 31, 2020, the entire amount is included in accrued expenses. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENTOn July 12, 2021, the Company entered into a lease termination agreement (the "Agreement") for its main facility in San Diego. Under the Agreement, the Company will need to vacate its facility no later than July 31, 2022. As of June 30, 2021, the Company has an operating lease obligation of $3.8 million and operating lease asset of $2.8 million related to the lease. |
ORGANIZATION AND BUSINESS Organ
ORGANIZATION AND BUSINESS Organization and Business (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation - The unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). |
Use of Estimates | Use of Estimates - The preparation of the condensed financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts in the condensed financial statements and accompanying notes. Actual results may differ from these estimates. Significant estimates include the valuation of intangible assets, inputs for valuing equity awards, valuation of inventory and assumptions related to revenue recognition. |
Fair Value Measurements | Fair Value Measurements - Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The carrying values of accounts receivable, other current assets, accounts payable, and certain accrued expenses as of June 30, 2021 and December 31, 2020, approximate their fair value due to the short-term nature of these items. The Company's notes payable balance also approximates fair value as of June 30, 2021 and December 31, 2020, as the interest rate on the notes payable approximates the rates available to the Company as of this date. The accounting guidance establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities. • Level 1 - uses unadjusted quoted prices that are available in active markets for identical assets or liabilities. The Company's Level 1 assets are comprised of $1.5 million and $2.4 million in money market funds which are classified as cash equivalents as of June 30, 2021 and December 31, 2020, respectively. In addition, the Company's restricted cash of $0.5 million as of June 30, 2021 and December 31, 2020 is comprised of certificates of deposit. The carrying value of the cash equivalents and restricted cash approximated the fair value as of June 30, 2021 and December 31, 2020. The Company does not have any liabilities that are valued using inputs identified under a Level 1 hierarchy as of June 30, 2021 and December 31, 2020. • Level 2 - uses inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data. The Company did not have any assets or liabilities that are valued using inputs identified under a Level 2 hierarchy as of June 30, 2021 and December 31, 2020. • Level 3 - uses one or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, and significant management judgment or estimation. The Company did not have any assets or liabilities that are valued using inputs identified under a Level 3 hierarchy as of June 30, 2021 and December 31, 2020. |
Recent Issued and Newly Adopted Accounting Pronouncements | Recent Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04 and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. Topic 326 was to be effective for reporting periods beginning after December 15, 2019, with early adoption permitted. In November 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) Effective Dates, which deferred the effective dates for the Company, as a smaller reporting company, until fiscal year 2023. The Company currently plans to adopt the guidance at the beginning of fiscal 2023. The Company is currently evaluating the potential impact of Topic 326 on the Company’s condensed financial statements. Recent Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. The new standard is effective for fiscal years beginning after December 15, 2020. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company's adoption of ASU 2019-12 during the three and six months ended June 30, 2021, did not have a material impact on the Company's condensed financial statements. |
Organization and Business (Tabl
Organization and Business (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash,Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheets to the total of the same amounts shown in the statement of cash flows for the six months ended June 30, 2021 and 2020 (in thousands): June 30, June 30, Cash and cash equivalents $ 2,460 $ 7,576 Restricted cash 501 501 Total cash and restricted cash shown in the statements of cash flows $ 2,961 $ 8,077 |
Revenue Product Sales by Channel | The following presents revenue product sales by channel, food, drug and mass ("FDM"), natural products and other, and e-commerce, for the three and six months ended June 30, 2021 and 2020: Three months ended June 30, 2021 Three months ended June 30, 2020 Amount % of product sales, net Amount % of product sales, net (in thousands) (in thousands) Retail - FDM $ 222 4.3 % $ 445 8.2 % Retail - Natural products and other 3,013 58.8 % 2,914 54.0 % E-Commerce 1,893 36.9 % 2,037 37.8 % Product sales, net $ 5,128 100.0 % $ 5,396 100.0 % Six months ended June 30, 2021 Six months ended June 30, 2020 Amount % of product sales, net Amount % of product sales, net (in thousands) (in thousands) Retail - FDM $ 445 4.5 % $ 876 6.4 % Retail - Natural products and other 5,765 57.8 % 8,739 63.9 % E-Commerce 3,762 37.7 % 4,051 29.7 % Product sales, net $ 9,972 100.0 % $ 13,666 100.0 % |
BALANCE SHEET DETAILS (Tables)
BALANCE SHEET DETAILS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of inventory | Inventory as of June 30, 2021 and December 31, 2020 was comprised of the following (in thousands): June 30, December 31, Raw materials $ 4,603 $ 4,923 Work in process 1,685 785 Finished goods 2,888 3,132 $ 9,176 $ 8,840 |
Schedule of accrued expenses | Accrued expenses Accrued expenses as of June 30, 2021 and December 31, 2020 were as follows (in thousands): June 30, December 31, Accrued payroll expenses (1) $ 8,627 $ 8,324 Other accrued liabilities 1,606 1,481 $ 10,233 $ 9,805 (1) This includes a $6.2 million tax liability associated with a related party transaction as discussed in Note 10. |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt as of June 30, 2021 and December 31, 2020 were as follows (in thousands): June 30, December 31, 2020 PPP loan $ 2,906 $ 2,906 Insurance financing 92 721 2,998 3,627 Less: Current portion of debt (2,998) (2,174) Long-term portion of debt $ — $ 1,453 |
Schedule of Maturities of Long-term Debt | Principal payments on the debt are as follows (in thousands): June 30, 2021 $ 1,545 2022 1,453 Total principal payments $ 2,998 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock option activity | The following summarizes activity related to the Company's stock options (in thousands, except per share data): Number of Shares Weighted Average Weighted Average Aggregate Intrinsic Value Outstanding - December 31, 2020 25,225 $ 0.48 5.7 $ 2,186 Granted 6,550 0.55 — — Exercised (2) 0.26 — — Forfeited (440) 0.58 — — Outstanding - June 30, 2021 31,333 0.50 6.1 378 Exercisable - June 30, 2021 23,829 0.47 5.1 354 Vested or expected to vest - June 30, 2021 31,333 $ 0.50 6.1 $ 378 |
Schedule of share-based payment award, stock options, valuation assumptions | The following table presents the weighted average grant date fair value of stock options granted and the weighted-average assumptions used to estimate the fair value on the date of grant using the Black-Scholes valuation model: Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Volatility 132.1% 123.1% 133.7 % 132.9 % Risk-Free Interest Rate 0.8% 0.4% 0.9 % 0.5 % Expected Term (in years) 5.49 5.42 5.61 5.32 Dividend Rate —% —% — % — % Fair Value Per Share on Grant Date $0.32 $0.61 $ 0.49 $ 0.36 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of antidilutive securities excluded from computation of earnings per share | The following common stock equivalents were not included in the calculation of net loss per diluted share because their effect were anti-dilutive (in thousands): Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Stock options 26,333 21,661 26,333 21,661 Performance stock options 5,000 5,000 5,000 5,000 Total 31,333 26,661 31,333 26,661 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | The following table presents information by reportable operating segment for the three and six months ended June 30, 2021 and 2020 (in thousands): Consumer Products Specialty Pharmaceutical Segment Consolidated Totals Three months ended June 30, 2021: Product sales, net $ 5,128 $ — $ 5,128 Gross profit $ 2,290 $ — $ 2,290 Research and development expense 126 99 225 Selling, general and administrative expense 5,565 10 5,575 Operating loss $ (3,401) $ (109) $ (3,510) Three months ended June 30, 2020: Product sales, net $ 5,396 $ — $ 5,396 Gross profit $ 2,322 $ — $ 2,322 Research and development expense 152 594 746 Selling, general and administrative expense 6,180 53 6,233 Operating loss $ (4,010) $ (647) $ (4,657) Consumer Products Specialty Pharmaceutical Segment Consolidated Totals Six months ended June 30, 2021: Product sales, net $ 9,972 $ — $ 9,972 Gross profit 4,648 — 4,648 Research and development expense 254 157 411 Selling, general and administrative expense 10,835 25 10,860 Operating loss $ (6,441) $ (182) $ (6,623) Six months ended June 30, 2020: Product sales, net $ 13,666 $ — $ 13,666 Gross profit 6,330 — $ 6,330 Research and development expense 457 1,798 2,255 Selling, general and administrative expense 13,990 62 $ 14,052 Operating loss $ (8,117) $ (1,860) $ (9,977) |
Organization and Business (Deta
Organization and Business (Details) | Dec. 08, 2020USD ($) | Jun. 30, 2021USD ($)segment | Dec. 31, 2020USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Number of operating segments | segment | 2 | ||
SPA | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Value of shares | $ 10,000,000 | ||
Level 1 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Money market funds classified as cash and cash equivalents | $ 1,500,000 | $ 2,400,000 | |
Restricted cash comprised of certificates of deposit | 500,000 | 500,000 | |
Liabilities | 0 | 0 | |
Level 2 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Assets | 0 | 0 | |
Liabilities | 0 | 0 | |
Level 3 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Assets | 0 | 0 | |
Liabilities | $ 0 | $ 0 |
Organization and Business - Cas
Organization and Business - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 2,460 | $ 7,576 | ||
Restricted cash | 501 | 501 | ||
Total cash and restricted cash shown in the statement of cash flows | $ 2,961 | $ 4,525 | $ 8,077 | $ 9,608 |
Organization and Business - Rev
Organization and Business - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Product sales, net | $ 5,128 | $ 5,396 | $ 9,972 | $ 13,666 |
Concentration Risk, Product | Revenue Benchmark [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
% of product sales, net | 100.00% | 100.00% | 100.00% | 100.00% |
Retail - FDM | ||||
Disaggregation of Revenue [Line Items] | ||||
Product sales, net | $ 222 | $ 445 | $ 445 | $ 876 |
Retail - FDM | Concentration Risk, Product | Revenue Benchmark [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
% of product sales, net | 4.30% | 8.20% | 4.50% | 6.40% |
Retail - Natural Products and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Product sales, net | $ 3,013 | $ 2,914 | $ 5,765 | $ 8,739 |
Retail - Natural Products and Other | Concentration Risk, Product | Revenue Benchmark [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
% of product sales, net | 58.80% | 54.00% | 57.80% | 63.90% |
E-Commerce | ||||
Disaggregation of Revenue [Line Items] | ||||
Product sales, net | $ 1,893 | $ 2,037 | $ 3,762 | $ 4,051 |
E-Commerce | Concentration Risk, Product | Revenue Benchmark [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
% of product sales, net | 36.90% | 37.80% | 37.70% | 29.70% |
BALANCE SHEET DETAILS - Invento
BALANCE SHEET DETAILS - Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |||||
Raw materials | $ 4,603 | $ 4,603 | $ 4,923 | ||
Inventory, Work in Process, Gross | 1,685 | 1,685 | 785 | ||
Finished goods | 2,888 | 2,888 | 3,132 | ||
Inventory | 9,176 | 9,176 | $ 8,840 | ||
Inventory write-downs | $ 100 | $ 200 | $ 100 | $ 300 |
BALANCE SHEET DETAILS - Intangi
BALANCE SHEET DETAILS - Intangibles, net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangibles, net | $ 3,730 | $ 3,730 |
In-Process Research and Development | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangibles, net | $ 3,700 | $ 3,700 |
BALANCE SHEET DETAILS - Accrued
BALANCE SHEET DETAILS - Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Accrued payroll expenses | $ 8,627 | $ 8,324 |
Other accrued liabilities | 1,606 | 1,481 |
Total accrued expenses | 10,233 | 9,805 |
Accrued Expenses | Former President and CEO | ||
Payroll taxes payable | $ 6,200 | $ 6,200 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 2,998 | $ 3,627 |
Long-term Debt, Current Maturities | (2,998) | (2,174) |
Long-term portion of debt | 0 | 1,453 |
Notes Payable, Other | Payroll Protection Program Loan | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 2,906 | 2,906 |
Unsecured Debt | First Insurance Funding Agreement | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 92 | $ 721 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Maturity, remainder of fiscal year | $ 1,545 | |
Maturity, year one | 1,453 | |
Long-term Debt, Gross | $ 2,998 | $ 3,627 |
DEBT - Additional Information (
DEBT - Additional Information (Details) - USD ($) | Apr. 15, 2020 | Oct. 31, 2020 | Jun. 30, 2021 |
Promissory Note | Payroll Protection Program Loan | |||
Debt Instrument [Line Items] | |||
Proceeds from debt | $ 2,900,000 | ||
Stated interest rate | 0.98% | ||
Unsecured Note Payable | First Insurance Funding Agreement | |||
Debt Instrument [Line Items] | |||
Amount financed | $ 700,000 | ||
Stated interest rate | 3.60% | ||
Monthly payment | $ 100,000 | ||
Outstanding balance | $ 100,000 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - SPA $ in Millions | Dec. 08, 2020USD ($)leaseTerminationAgreement | Aug. 13, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | Jun. 30, 2021USD ($)shares |
Value of shares | $ 10 | |||
Number of specified trading days between directions to purchase stock | leaseTerminationAgreement | 3 | |||
Common stock sold (in shares) | shares | 1,669,086 | 7,796,356 | ||
Proceeds recognized | $ 0.6 | $ 3.9 | ||
Subsequent Event | ||||
Common stock sold (in shares) | shares | 556,362 | |||
Proceeds recognized | $ 0.2 | |||
Value of remaining shares available | $ 5.8 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ in Millions | Jan. 01, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 11, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 4.3 | |||
Unrecognized weighted average period | 1 year 2 months 26 days | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Intrinsic value of stock options exercised in the period | $ 0.3 | |||
Options Outside the Amended 2013 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Performance-based options outstanding (shares) | 5,000,000 | |||
Unvested stock options outstanding (shares) | 8,000,000 | |||
Amended 2013 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized under plan (shares) | 38,976,000 | 34,976,000 | ||
Annual increase to shares authorized for issuance under the Plan as percent of common stock outstanding (percent) | 4.00% | |||
Annual increase to shares authorized for issuance under the Plan (shares) | 4,000,000 | |||
Additional shares authorized (shares) | 4,000,000 | |||
Authorized unissued shares reserved and available for issuance upon exercise and conversion of outstanding awards (shares) | 4,052,000 |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details - Option activity) - Equity Option - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options outstanding, beginning balance (shares) | 25,225 | 25,225 | |
Options outstanding, granted (shares) | 6,550 | ||
Options outstanding, exercised (shares) | (2) | ||
Options outstanding, forfeited (shares) | (440) | ||
Options outstanding, ending balance (shares) | 31,333 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Weighted average exercise price, beginning balance (in USD per share) | $ 0.48 | $ 0.48 | |
Weighted average exercise price, granted (in USD per share) | 0.55 | ||
Weighted average exercise price, exercised (in USD per share) | 0.26 | ||
Weighted average exercise price, forfeited (in USD per share) | 0.58 | ||
Weighted average exercise price, ending balance (in USD per share) | $ 0.50 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Options outstanding, exercisable (shares) | 23,829 | ||
Options outstanding, vested or expected to vest (shares) | 31,333 | ||
Weighted average exercise price, exercisable (in USD per share) | $ 0.47 | ||
Weighted average exercise price, vested or expected to vest (in USD per share) | $ 0.50 | ||
Weighted average remaining contract term | 5 years 8 months 12 days | 6 years 1 month 6 days | |
Weighted average remaining contract term, exercisable | 5 years 1 month 6 days | ||
Weighted average remaining contract term, vested or expected to vest | 6 years 1 month 6 days | ||
Aggregate intrinsic value | $ 378 | $ 2,186 | |
Aggregate intrinsic value, exercisable | 354 | ||
Aggregate intrinsic value, vested or expected to vest | $ 378 |
STOCK-BASED COMPENSATION STOCK-
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||||
Volatility | 132.10% | 123.10% | 133.70% | 132.90% |
Risk-Free Interest Rate | 0.80% | 0.40% | 0.90% | 0.50% |
Expected Term (in years) | 5 years 5 months 26 days | 5 years 5 months 1 day | 5 years 7 months 9 days | 5 years 3 months 25 days |
Dividend Rate | 0.00% | 0.00% | 0.00% | 0.00% |
Fair Value Per Share on Grant Date (in USD per share) | $ 0.32 | $ 0.61 | $ 0.49 | $ 0.36 |
NET LOSS PER SHARE - Antidiluti
NET LOSS PER SHARE - Antidilutive Shares (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 31,333,000 | 26,661,000 | 31,333,000 | 26,661,000 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 26,333,000 | 21,661,000 | 26,333,000 | 21,661,000 |
Performance stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Unvested stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 8,000,000 | 8,000,000 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - lawsuit | Apr. 13, 2021 | Jun. 30, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of shareholder derivative suits | 5 | |
Number of shareholder derivative suits stayed | 4 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)segment | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of operating segments | segment | 2 | ||||
Product sales, net | $ 5,128 | $ 5,396 | $ 9,972 | $ 13,666 | |
Gross profit | 2,290 | 2,322 | 4,648 | 6,330 | |
Research and development | 225 | 746 | 411 | 2,255 | |
Selling, general and administrative | 5,575 | 6,233 | 10,860 | 14,052 | |
Operating Loss | (3,510) | (4,657) | (6,623) | (9,977) | |
Goodwill | 2,788 | 2,788 | $ 2,788 | ||
Consumer Products Segment | |||||
Segment Reporting Information [Line Items] | |||||
Product sales, net | 5,128 | 5,396 | 9,972 | 13,666 | |
Gross profit | 2,290 | 2,322 | 4,648 | 6,330 | |
Research and development | 126 | 152 | 254 | 457 | |
Selling, general and administrative | 5,565 | 6,180 | 10,835 | 13,990 | |
Operating Loss | (3,401) | (4,010) | (6,441) | (8,117) | |
Specialty Pharmaceutical Segment | |||||
Segment Reporting Information [Line Items] | |||||
Product sales, net | 0 | 0 | 0 | 0 | |
Gross profit | 0 | 0 | 0 | 0 | |
Research and development | 99 | 594 | 157 | 1,798 | |
Selling, general and administrative | 10 | 53 | 25 | 62 | |
Operating Loss | (109) | $ (647) | (182) | $ (1,860) | |
Goodwill | 2,800 | 2,800 | 2,800 | ||
Intangible assets | $ 3,700 | $ 3,700 | $ 3,700 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss, tax benefit recognized | $ 0 | $ 0 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Jul. 31, 2016 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | |
Related Party Transaction [Line Items] | |||||||
Employee portion of payroll taxes paid | $ 0.2 | ||||||
Former President and CEO | |||||||
Related Party Transaction [Line Items] | |||||||
Due from former President and CEO | $ 6.4 | ||||||
Accounts payable | $ 0.4 | 0.4 | 0.4 | ||||
Former President and CEO | Accrued Expenses | |||||||
Related Party Transaction [Line Items] | |||||||
Payroll taxes payable | 6.2 | $ 6.2 | $ 6.2 | ||||
Former President and CEO | Prepaid Expenses and Other | |||||||
Related Party Transaction [Line Items] | |||||||
Due from former President and CEO | $ 6.2 | ||||||
Impairment charge related to previously recorded receivable | $ 6.2 | ||||||
Stock options | Former President and CEO | |||||||
Related Party Transaction [Line Items] | |||||||
Extension of period to exercise stock options | 5 years | ||||||
Unvested options vested (shares) | 11,300,000 | ||||||
Weighted average exercise price of outstanding vested options (USD per share) | $ 0.42 | ||||||
Stock options issued (shares) | 5,000,000 | 6,000,000 | |||||
Unvested stock options outstanding (shares) | 6,750,000 | ||||||
Stock based compensation expense | $ 2.7 | ||||||
Restricted Stock Units (RSUs) | Former President and CEO | |||||||
Related Party Transaction [Line Items] | |||||||
Stock based compensation expense | $ 5.1 | ||||||
Vested RSU's (shares) | 2,950,000 | ||||||
Selling, General and Administrative Expenses | Former President and CEO | |||||||
Related Party Transaction [Line Items] | |||||||
Employer portion of FICA taxes | $ 0.2 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Jul. 12, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Operating lease assets | $ 2,789 | $ 3,057 | |
Subsequent Event | Lease Termination | |||
Subsequent Event [Line Items] | |||
Operating lease obligation | $ 3,800 | ||
Operating lease assets | $ 2,800 |