Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 01, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38861 | |
Entity Registrant Name | GUARDION HEALTH SCIENCES, INC. | |
Entity Central Index Key | 0001642375 | |
Entity Tax Identification Number | 47-4428421 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2925 Richmond Avenue | |
Entity Address, Address Line Two | Suite 1200 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77098 | |
City Area Code | 800 | |
Local Phone Number | 873-5141 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | GHSI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,284,156 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 5,605,035 | $ 6,359,646 |
Accounts receivable, net | 2,103,325 | 2,274,394 |
Inventories, net | 2,134,213 | 2,677,112 |
Prepaid expenses and other current assets | 539,209 | 573,780 |
Total current assets | 10,381,782 | 11,884,932 |
Property and equipment, net | 25,089 | 33,245 |
Total assets | 10,406,871 | 11,918,177 |
Current liabilities | ||
Accounts payable | 413,294 | 614,122 |
Accrued expenses | 857,805 | 704,912 |
Total current liabilities | 1,271,099 | 1,319,034 |
Warrant derivative liability – long-term | 5,721,688 | 2,453,100 |
Total liabilities | 6,992,787 | 3,772,134 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized | ||
Common stock, $0.001 par value; 250,000,000 shares authorized; 1,284,156 shares and 1,275,238 issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 1,284 | 1,275 |
Additional paid-in capital | 101,725,811 | 101,711,035 |
Accumulated deficit | (98,313,011) | (93,566,267) |
Total stockholders’ equity | 3,414,084 | 8,146,043 |
Total liabilities, preferred stock and stockholders’ equity | $ 10,406,871 | $ 11,918,177 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 1,284,156 | 1,275,238 |
Common stock, shares outstanding | 1,284,156 | 1,275,238 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||
Total revenue | $ 2,999,645 | $ 3,185,689 |
Cost of goods sold | ||
Total cost of goods sold | 1,820,645 | 1,850,387 |
Gross Profit | 1,179,000 | 1,335,302 |
Operating expenses | ||
Research and development | 3,168 | 62,734 |
Sales and marketing | 361,908 | 598,655 |
General and administrative | 1,834,669 | 2,050,252 |
Transaction costs related to pending disposition of business | 529,690 | 87,668 |
Loss on disposal of fixed assets | 3,366 | |
Total operating expenses | 2,732,801 | 2,799,309 |
Loss from operations | (1,553,801) | (1,464,007) |
Other income (expense): | ||
Change in fair value of warrant derivative liability | (3,268,588) | 1,898,100 |
Interest income, net | 75,645 | 98,998 |
Total other income (expense) | (3,192,943) | 1,997,098 |
Net income (loss) | $ (4,746,744) | $ 533,091 |
Net income (loss) per common share - basic | $ (3.71) | $ 0.42 |
Net income (loss) per common share - diluted | $ (3.71) | $ 0.42 |
Weighted average common shares outstanding - basic | 1,280,306 | 1,267,340 |
Weighted average common shares outstanding - diluted | 1,280,306 | 1,267,340 |
Nutritional Supplements [Member] | ||
Revenue | ||
Total revenue | $ 2,918,526 | $ 3,091,447 |
Cost of goods sold | ||
Total cost of goods sold | 1,776,479 | 1,781,827 |
Ocular Products [Member] | ||
Revenue | ||
Total revenue | 81,119 | 94,242 |
Cost of goods sold | ||
Total cost of goods sold | $ 44,167 | $ 68,560 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2022 | $ 1,267 | $ 101,640,955 | $ (93,724,300) | $ 7,917,922 |
Balance, shares at Dec. 31, 2022 | 1,267,340 | |||
Fair value of vested stock options | 25,182 | 25,182 | ||
Fair value of vested restricted stock | 5,329 | 5,329 | ||
Net income (loss) | 533,091 | 533,091 | ||
Balance at Mar. 31, 2023 | $ 1,267 | 101,671,466 | (93,191,209) | 8,481,524 |
Balance, shares at Mar. 31, 2023 | 1,267,340 | |||
Balance at Dec. 31, 2023 | $ 1,275 | 101,711,035 | (93,566,267) | 8,146,043 |
Balance, shares at Dec. 31, 2023 | 1,275,238 | |||
Fair value of vested stock options | 12,615 | 12,615 | ||
Fair value of vested restricted stock | 2,170 | 2,170 | ||
Common stock issued upon exercise of warrants | $ 9 | (9) | ||
Common stock issued upon exercise of warrants, shares | 8,918 | |||
Net income (loss) | (4,746,744) | (4,746,744) | ||
Balance at Mar. 31, 2024 | $ 1,284 | $ 101,725,811 | $ (98,313,011) | $ 3,414,084 |
Balance, shares at Mar. 31, 2024 | 1,284,156 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Activities | ||
Net income (loss) | $ (4,746,744) | $ 533,091 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 4,790 | 4,792 |
Loss on disposal of fixed asset | 3,366 | |
Fair value of vested stock options | 12,615 | 25,182 |
Fair value of vested restricted common stock | 2,170 | 5,329 |
Change in fair value of warrant derivative liability | 3,268,588 | (1,898,100) |
(Increase) decrease in: | ||
Accounts receivable | 171,069 | (22,393) |
Inventories | 542,899 | 58,501 |
Prepaid expenses | 34,571 | 97,235 |
Increase (decrease) in: | ||
Accounts payable | (200,828) | (629,483) |
Operating lease liability | (3,807) | |
Accrued expenses | 152,893 | (49,557) |
Net cash used in operating activities | (754,611) | (1,879,210) |
Investing Activities | ||
Purchase of property and equipment | (1,654) | |
Net cash used in investing activities | (1,654) | |
Financing Activities | ||
Redemption of preferred stock | (5,250,000) | |
Net cash used in financing activities | (5,250,000) | |
Cash and cash equivalents: | ||
Net decrease in cash and cash equivalents | (754,611) | (7,130,864) |
Balance at beginning of period | 6,359,646 | 15,905,490 |
Balance at end of period | 5,605,035 | 8,774,626 |
Supplemental disclosure of cash flow information: | ||
Income taxes | ||
Interest |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) | $ (4,746,744) | $ 533,091 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual [Table] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | 1. Organization and Business Operations Business Guardion Health Sciences, Inc. (the “Company”) is a clinical nutrition company that develops and distributes clinically supported dietary supplements. The Company offers a portfolio of science-based, clinically supported products designed to support consumers, healthcare professionals and providers, and their patients. Pending Disposition of Substantially all of the Company’s Business and Operations On January 30, 2024, the Company, Viactiv Nutritionals, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Viactiv”), and Activ Nutritional LLC, a Delaware limited liability corporation, which is wholly-owned by Viactiv (“Activ”), entered into an Equity Purchase Agreement (the “Agreement”) with Doctor’s Best Inc., a Delaware corporation (“Doctor’s Best”). Pursuant to the Agreement, Doctor’s Best agreed to acquire all of the outstanding equity interests of Activ from Viactiv (the “Transaction”) for aggregate cash consideration to the Company of $ 17,200,000 and subject to the terms and conditions contained in the Agreement. Activ owns the Company’s Viactiv® brand and business, which accounted for 97.3 97.0 97.2 96.3 Nasdaq Listing and Reverse Stock Split The Company’s common stock is traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “GHSI”. On January 6, 2023, the Company effected a 1-for-50 1.00 1.00 Liquidity For the three months ended March 31, 2024, the Company incurred a net loss of $( 4,746,744 1,553,801 754,611 5,605,035 9,110,684 However, this determination is based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict, and which involve unknown risks and uncertainties that may individually or materially impact the matters discussed herein for a variety of reasons that are outside the control of the Company. These matters include, but are not limited to, the pending sale of the Viactiv brand and business, including whether the sale is approved by the stockholders of the Company at its upcoming Special Meeting of Stockholders scheduled for May 23, 2024 (the “Special Meeting”), whether the sale is closed on an expeditious basis, and whether the voluntary plan of liquidation and dissolution (the “Plan of Liquidation and Dissolution”) is approved by stockholders at the Special Meeting or any adjournment thereof. Any or all of these factors could adversely impact the Company’s operating cash flows in future periods. On April 8, 2024, the Company filed a Definitive Proxy Statement with the United States Securities and Exchange Commission (the “SEC”) in order to solicit the approval of the Company’s stockholders of record on April 5, 2024 in connection with the Plan of Liquidation and Dissolution. In the event that the Transaction does not close, the amount and timing of future cash requirements will depend, in part, on the Company’s ability to ultimately achieve operating profitability. The Company expects to continue to incur net losses and negative operating cash flows in the near-term and will continue to incur significant expenses for the development, commercialization and distribution of its clinical nutrition products (including the Viactiv® product line) and the successful development and commercialization of new products and product lines. The Company may also utilize cash to fund acquisitions of complementary businesses, product lines or brands. In the event that the Transaction does not close, the Company may seek to raise additional debt and/or equity capital to fund future operations, but there can be no assurances that the Company will be able to secure such additional financing in the amounts necessary to fully fund its operating requirements on acceptable terms or at all. If the Company is unable to access sufficient capital resources on a timely basis, the Company may be forced to reduce or discontinue its product development programs or curtail or cease operations. The continuing impact of the actions by the Federal Reserve to address inflation, most notably increases in interest rates, rising energy prices and increasing labor costs create uncertainty about the future economic environment which will continue to evolve and, we believe, has impacted the Company’s business in 2023 and 2024, and will continue to impact business during the remainder of 2024. The implications of higher government deficits and debt, tighter monetary policy, and potentially higher long-term interest rates may drive a higher operating costs for the business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the applicable rules and regulations of the SEC for interim financial information. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements for the year ended December 31, 2023 and, in the opinion of management, reflect all adjustments, which consist of normal recurring adjustments, considered necessary for a fair presentation of the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC. The condensed consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. Principles of Consolidation The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Viactiv Nutritionals, Inc. and NutriGuard Formulations, Inc. All intercompany balances and transactions have been eliminated in consolidation. Segment Information The Company operates and reports in one segment, which consists of the development and distribution of clinically supported dietary supplements. The Company’s operating segment is reported in a manner consistent with the internal reporting provided to the Company’s Chief Operating Decision Maker, which is the Company’s President and Chief Executive Officer. Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. Significant estimates include those related to assumptions used in valuing inventories at net realizable value, assumptions used in valuing stock-based compensation, the valuation allowance for deferred tax assets, accruals for potential liabilities, and assumptions used in the determination of the Company’s liquidity. Actual results could differ materially from those estimates. Revenue Recognition Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon delivery to the customer. The Company’s performance obligations are satisfied at that time. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. All products sold by the Company are distinct individual products and are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Historically the Company has not experienced any significant payment delays from customers. In certain circumstances, returns of products are allowed. Due to the insignificant amount of historical returns, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts the Company does not currently maintain a contract asset or liability balance for obligations. The Company assesses its contracts and the reasonableness of our conclusions on a quarterly basis. At March 31, 2024 and December 31, 2023, the allowance for doubtful accounts was $ 0 1,840 Revenue by product: Schedule of Revenues by Product 2024 2023 Three Months Ended March 31, 2024 2023 Nutritional supplements $ 2,918,526 $ 3,091,447 Ocular products 81,119 94,242 Revenue by product $ 2,999,645 $ 3,185,689 Third-Party Outsourcing The Company derives substantially all of its revenue from the sale of products using a third-party fulfillment center to provide order processing and sales fulfillment, customer invoicing and collections, and product warehousing. Substantially all of the Company’s products are shipped through the third-party fulfillment center to the customer. Shipping charges to customers are included in revenues. In addition, the Company uses the third-party fulfillment center to provide sales and inventory management, and certain marketing and promotional services. The Company outsources the production of substantially all of its products with a third party that manufactures and packages the finished products under a product supply agreement. Costs incurred related to third-party outsourcing, which includes manufacturing, order processing and fulfillment, customer invoicing, collections and warehousing, were approximately $ 1,509,600 1,937,000 Cost of Goods Sold Cost of goods sold is comprised of the costs for third-party contract manufacturing, packaging, manufacturing fees, and in-bound freight charges. Shipping Costs Shipping costs associated with product distribution after manufacture are included as part of cost of goods sold. Shipping and handling expense totaled $ 102,435 146,820 Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expense. Advertising costs were $ 337,364 479,866 Concentrations Revenue. 72 46 26 80 59 11 10 10 Accounts receivable March 31, 2024 , the Company had accounts receivable from two customers which comprised approximately 81 61 20 , the Company had accounts receivable from one customer which comprised approximately 57 18 10 and December 31, 2023. Purchases from vendors three months ended March 31, 2024 and 2023 , the Company utilized one manufacturer for most of its production and packaging of its dietary supplement products. Total purchases from this manufacturer accounted for approximately 40 and approximately 49 10 13 10 . Accounts payable March 31, 2024 , two vendors accounted for 82 72 10 one vendor accounted for 91 10 and December 31, 2023. Cash and cash equivalents. 5,605,035 The Company routinely has cash balances in financial institutions in excess of the FDIC and SIPC insurance limits of $ 250,000 500,000 Stock-Based Compensation Stock-based awards for stock options and restricted stock awards to employees and non-employees are accounted for using the fair value method in accordance with ASC 718, Compensation – Stock Compensation. The estimated fair value of stock options granted to employees in exchange for services is measured at the grant date, using a fair value-based method, such as a Black-Scholes option valuation model, and is recognized as an expense on a straight-line basis over the requisite service periods. The assumptions used in the Black-Scholes option pricing model such as risk-free interest rates, expected volatility, expected life, and future dividends could materially affect compensation expense recorded in future periods. The fair value of restricted stock units is measured at the grant date based on the closing market price of the Company’s common stock on the date of grant and is recognized as an expense on a straight-line basis over the requisite service periods. Recognition of compensation expense for non-employees is accounted for in the same period and manner as if the Company had paid cash for the services. Income (Loss) per Common Share Basic income (loss) per share is computed by dividing net loss by the weighted-average common shares outstanding during the period, excluding shares of unvested restricted common stock outstanding. Diluted earnings per share is computed based on the weighted-average common shares outstanding plus the effect of dilutive potential common shares outstanding during the period calculated using the treasury stock method. Shares of vested restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are vested. Dilutive potential common shares include shares from unexercised warrants and options. Potential common share equivalents have been excluded where their inclusion would be anti-dilutive. The Company experienced a net loss for the three months ended March 31, 2024 and net income for the three months ended March 31, 2023. Although the Company reported net income for the three months ended March 31, 2023, using the treasury stock method for the period from January 1, 2023 to the redemption of the preferred stock on February 8, 2023, under the most advantageous pricing approach, there was no material change to the diluted net income per share as reported. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings per Share 2024 2023 March 31, 2024 2023 Warrants 736,438 1,526,701 Options 20,577 12,459 Unvested restricted common stock 333 667 Anti-dilutive securities 757,348 1,539,827 Fair Value of Financial Instruments Accounting standards require certain assets and liabilities to be reported at fair value in the financial statements and provide a framework for establishing that fair value. Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value: Level 1 – Level 2 – Level 3 – The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The following table sets forth by level, within the fair value hierarchy, the Company’s financial assets at fair value as of March 31, 2024 and December 31, 2023: Schedule of Assets and Liabilities at Fair Value Level 1 Level 2 Level 3 Total March 31, 2024 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant derivative liability $ - $ - $ 5,721,688 $ 5,721,688 Total liabilities $ - $ - $ 5,721,688 $ 5,721,688 Level 1 Level 2 Level 3 Total December 31, 2023 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant derivative liability $ - $ - $ 2,453,100 $ 2,453,100 Total liabilities $ - $ - $ 2,453,100 $ 2,453,100 The following table provides a roll-forward of the warrant derivative liability measured at fair value on a recurring basis using unobservable level 3 inputs for the three months ended March 31, 2024 as follows: Schedule of Warrant Derivative Liability Measured at Fair Value March 31, 2024 Balance as of beginning of period – December 31, 2023 $ 2,453,100 Change in fair value of warrant derivative liability 3,268,588 Balance as of end of period – March 31, 2024 $ 5,721,688 As of March 31, 2024 and December 31, 2023, the Company’s outstanding warrants were treated as derivative liabilities and changes in the fair value were recognized in the statement of operations (see Note 5). The Company believes the carrying amounts of certain financial instruments, including cash, accounts receivable, and accounts payable and accrued liabilities, approximate fair value due to the short-term nature of such instruments and are excluded from the fair value tables above. Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. ASU-2023-07 also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. The Company adopted ASU 2023-07 effective January 1, 2024, and there was no material impact on the Company’s financial position, results of operations and cash flows. Other recent accounting pronouncements and guidance issued by FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | 3. Inventories Inventories are stated at the lower of cost (first-in, first-out) or net realizable value and consisted of the following: Schedule of Inventories March 31, December 31, 2024 2023 Raw materials $ 35,405 $ 35,404 Finished products 2,098,808 2,641,708 Inventories, net $ 2,134,213 $ 2,677,112 |
Operating Leases
Operating Leases | 3 Months Ended |
Mar. 31, 2024 | |
Operating Leases | |
Operating Leases | 4. Operating Leases The Company leases its corporate office space located in Houston, Texas, with lease payments of approximately $ 3,000 |
Warrant Derivative Liability
Warrant Derivative Liability | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant Derivative Liability | 5. Warrant Derivative Liability At March 31, 2024 and December 31, 2023, the Company had 690,100 740,000 7.57 In addition, the Series A Warrants contain a provision which requires that the exercise price of such warrants be adjusted to the volume weighted average price of the Company’s common stock for the five trading days immediately following effectiveness of a reverse stock split if such calculation resulted in an exercise price below the then-current exercise price. The Company determined that this provision represented a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Series A Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. Accordingly, the Series A warrants are classified as a derivative liability. In January 2023, in conjunction with the effectiveness of the Company’s reverse stock split, the exercise price of the Series A warrants was adjusted downward to $ 7.57 The fair value of the warrant liability at March 31, 2024 and at December 31, 2023 was $ 5,721,688 2,453,100 : Schedule of Warrant Derivative Liability Series A Warrants March 31, 2024 December 31, 2023 Common stock market price $ 9.09 $ 5.34 Exercise price 7.57 7.57 Expected term (in years) 2.9 3.15 Expected volatility 191.60 % 97.60 % Expected dividend yield - - Risk-free interest rate 4.40 % 4.10 % Total fair value $ 5,721,688 $ 2,453,100 |
Redeemable Preferred Stock (Tem
Redeemable Preferred Stock (Temporary Equity, redeemed in full in February 2023) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Redeemable Preferred Stock (Temporary Equity, redeemed in full in February 2023) | 6. Redeemable Preferred Stock (Temporary Equity, redeemed in full in February 2023) On November 29, 2022, the Company issued and sold, in a private placement, 495,000 5,000 he Preferred Stock was redeemed in full for $ 5,250,000 4,750,000 500,000 105 . |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders’ Equity | 7. Stockholders’ Equity Common Stock The Company is authorized to issue 250,000,000 0.001 1,284,156 1,275,238 Warrants A summary of the Company’s warrant activity is as follows: Schedule of Warrants Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) December 31, 2023 786,701 $ 8.96 3.12 Granted - - - Forfeitures - - - Expirations (363 ) - - Exercised (49,900 ) - - March 31, 2024, all exercisable 736,438 $ 9.00 2.87 The exercise prices of warrants outstanding and exercisable as of March 31, 2024 are as follows: Schedule of Exercise Price of Warrants Outstanding and Exercisable Warrants Outstanding and Exercisable (Shares) Exercise Prices 727,100 $ 7.57 9,338 $ 120.00 736,438 During the three months ended March 31, 2024, 49,900 8,918 9.02 1,054,295 Stock Options A summary of the Company’s stock option activity is as follows: Schedule of Share-based Compensation, Stock Options, Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) December 31, 2023 20,577 $ 77.72 7.60 Granted - - - Forfeitures - - - Expirations - - - Exercised - - - March 31, 2024, outstanding 20,577 $ 77.72 7.39 March 31, 2024, exercisable 13,153 $ 116.19 6.76 The exercise prices of options outstanding and exercisable as of March 31, 2024 are as follows: Schedule of Exercise Price of Options Outstanding and Exercisable Options Outstanding (Shares) Options Exercisable (Shares) Exercise Prices 10,000 3,750 $ 6.01 1,344 1,344 7.35 1,344 504 7.78 841 841 45.50 1,002 668 80.50 1,008 1,008 88.00 840 840 116.70 336 336 162.33 3,862 3,862 300.00 20,577 13,153 The Company accounts for share-based payments in accordance with ASC 718, Compensation – Stock Compensation, wherein grants are measured at the grant date fair value and charged to operations ratably over the vesting periods. During the three months ended March 31, 2024 and 2023, there were no The Company computes stock price volatility over expected terms based on its historical common stock trading prices. The risk-free interest rate was based on rates established by the Federal Reserve Bank. The expected dividend yield was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future. The expected life of the stock options granted is estimated using the “simplified” method, whereby the expected term equals the average of the vesting term and the original contractual term of the stock option. For the three months ended March 31, 2024 and 2023, the Company recognized aggregate share-based compensation expense of $ 12,615 25,182 As of March 31, 2024, the Company had an aggregate of 7,424 123,000 4.5 9.02 34,138 Restricted Common Stock During the three months ended March 31, 2024 and 2023, there were no During the three months ended March 31, 2024 and 2023 2,170 5,329 March 31, 2024 2,170 0.25 The following table summarizes restricted common stock activity for the three months ended March 31, 2024 Schedule of Non Vested Restricted Common Stock Activity Number of shares Fair value of shares Non-vested shares, December 31, 2022 333 $ 80.50 Granted - - Vested - - Forfeited - - Non-vested shares, March 31, 2023 333 $ 80.50 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes During the three months ended March 31, 2024 and 2023, the Company did not record any provision for income taxes, as the Company incurred losses during such periods. Deferred tax assets and liabilities reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company has recorded a full valuation allowance against its deferred tax assets for all periods presented as the Company currently believes it is more likely than not that the deferred tax assets will not be realized. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Legal Proceedings The Company is periodically the subject of various pending or threatened legal actions and claims arising out of its operations in the normal course of business. In the opinion of the management of the Company, adequate provision has been made in the Company’s financial statements at March 31, 2024 and December 31, 2023 with respect to any such matters. The Company is not currently a party to any material legal proceedings and is not aware of any pending or threatened legal proceeding against the Company that the Company believes could have a material adverse effect on its business, operating results, cash flows or financial condition. Pending Disposition of Substantially all of the Company’s Business and Operations On January 30, 2024, the Company, Viactiv Nutritionals, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Viactiv”), and Activ Nutritional LLC, a Delaware limited liability corporation, which is wholly-owned by Viactiv (“Activ”), entered into an Equity Purchase Agreement (the “Agreement”) with Doctor’s Best Inc., a Delaware corporation (“Doctor’s Best”). Pursuant to the Agreement, Doctor’s Best agreed to acquire all of the outstanding equity interests of Activ from Viactiv (the “Transaction”) for aggregate cash consideration to the Company of $ 17,200,000 (the “Base Purchase Price”), with $ 1,700,000 of the Base Purchase Price being placed in a third-party escrow account pursuant to the terms of the Agreement, and the Base Purchase Price being subject to adjustment as provided in the Agreement based upon the working capital of Activ at the time of closing (the “Closing”). Doctor’s Best is a wholly-owned subsidiary of Kingdomway USA Corp., the U.S. subsidiary holding company of Xiamen Kingdomway Group Company, which is listed on the Shenzhen Stock Exchange. The Agreement contains customary representations, warranties and covenants regarding the parties thereto. The Closing is subject to the satisfaction or waiver of certain customary closing conditions, including, but not limited to, the approval of the transaction by the requisite vote of the Company’s stockholders. The Agreement also contains customary termination provisions and mutual indemnification obligations. The Series A Warrant agreement (see Note 5) contains a cash settlement provision whereby the holders of the warrants can elect to settle the warrants for cash based on the Black-Scholes value of the warrant, as defined, upon the occurrence of certain fundamental transactions, as defined, such as a change of control, or the sale or disposition of all or substantially all of the Company’s assets. Management believes that the pending disposition described above, if consummated, would meet the definition of a fundamental transaction and would result in the Company being required to purchase the Series A Warrants from the holders by cash payment equal to the Black-Scholes value of the Series A warrants. Management currently estimates that the liability to the Company associated with these warrants based on information currently available to the Company is approximately $ 5,700,000 In the event that the Company’s stockholders approve the transaction at its upcoming Special Meeting of Stockholders scheduled for May 23, 2024 (the “Special Meeting”), and the transaction closes, the Company would be left with minimal operations. The Board of Directors has determined that it is advisable and in the best interests of the Company and the its stockholders to approve a voluntary dissolution and liquidation of the Company pursuant to a Plan of Liquidation and Dissolution, which, if approved, would authorize the Company to liquidate and dissolve in accordance with its terms, but such decision would be subject to the Company’s ability to abandon or delay the Plan of Dissolution in the event that the Board of Directors determines that another transaction would be in the best interests of the Company’s stockholders. Assuming the approval of the Plan of Liquidation and Dissolution by the Company’s stockholders at the Special Meeting, the decision of whether or not to proceed with the dissolution and when to file the Certificate of Dissolution will be made by the Board of Directors in its sole discretion. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events The Company performed an evaluation of subsequent events through the date of filing of these condensed consolidated financial statements with the SEC. Other than disclosed below, there were no material subsequent events which affected, or could affect, the amounts or disclosures in the condensed consolidated financial statements. On April 8, 2024, the Company filed a Definitive Proxy Statement with the SEC in order to solicit the approval of the Company’s stockholders of record on April 5, 2024 in connection with the Transaction and the Plan of Liquidation and Dissolution. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the applicable rules and regulations of the SEC for interim financial information. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements for the year ended December 31, 2023 and, in the opinion of management, reflect all adjustments, which consist of normal recurring adjustments, considered necessary for a fair presentation of the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC. The condensed consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. |
Principles of Consolidation | Principles of Consolidation The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Viactiv Nutritionals, Inc. and NutriGuard Formulations, Inc. All intercompany balances and transactions have been eliminated in consolidation. |
Segment Information | Segment Information The Company operates and reports in one segment, which consists of the development and distribution of clinically supported dietary supplements. The Company’s operating segment is reported in a manner consistent with the internal reporting provided to the Company’s Chief Operating Decision Maker, which is the Company’s President and Chief Executive Officer. |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. Significant estimates include those related to assumptions used in valuing inventories at net realizable value, assumptions used in valuing stock-based compensation, the valuation allowance for deferred tax assets, accruals for potential liabilities, and assumptions used in the determination of the Company’s liquidity. Actual results could differ materially from those estimates. |
Revenue Recognition | Revenue Recognition Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon delivery to the customer. The Company’s performance obligations are satisfied at that time. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. All products sold by the Company are distinct individual products and are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Historically the Company has not experienced any significant payment delays from customers. In certain circumstances, returns of products are allowed. Due to the insignificant amount of historical returns, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts the Company does not currently maintain a contract asset or liability balance for obligations. The Company assesses its contracts and the reasonableness of our conclusions on a quarterly basis. At March 31, 2024 and December 31, 2023, the allowance for doubtful accounts was $ 0 1,840 Revenue by product: Schedule of Revenues by Product 2024 2023 Three Months Ended March 31, 2024 2023 Nutritional supplements $ 2,918,526 $ 3,091,447 Ocular products 81,119 94,242 Revenue by product $ 2,999,645 $ 3,185,689 Third-Party Outsourcing The Company derives substantially all of its revenue from the sale of products using a third-party fulfillment center to provide order processing and sales fulfillment, customer invoicing and collections, and product warehousing. Substantially all of the Company’s products are shipped through the third-party fulfillment center to the customer. Shipping charges to customers are included in revenues. In addition, the Company uses the third-party fulfillment center to provide sales and inventory management, and certain marketing and promotional services. The Company outsources the production of substantially all of its products with a third party that manufactures and packages the finished products under a product supply agreement. Costs incurred related to third-party outsourcing, which includes manufacturing, order processing and fulfillment, customer invoicing, collections and warehousing, were approximately $ 1,509,600 1,937,000 |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold is comprised of the costs for third-party contract manufacturing, packaging, manufacturing fees, and in-bound freight charges. |
Shipping Costs | Shipping Costs Shipping costs associated with product distribution after manufacture are included as part of cost of goods sold. Shipping and handling expense totaled $ 102,435 146,820 |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expense. Advertising costs were $ 337,364 479,866 |
Concentrations | Concentrations Revenue. 72 46 26 80 59 11 10 10 Accounts receivable March 31, 2024 , the Company had accounts receivable from two customers which comprised approximately 81 61 20 , the Company had accounts receivable from one customer which comprised approximately 57 18 10 and December 31, 2023. Purchases from vendors three months ended March 31, 2024 and 2023 , the Company utilized one manufacturer for most of its production and packaging of its dietary supplement products. Total purchases from this manufacturer accounted for approximately 40 and approximately 49 10 13 10 . Accounts payable March 31, 2024 , two vendors accounted for 82 72 10 one vendor accounted for 91 10 and December 31, 2023. Cash and cash equivalents. 5,605,035 The Company routinely has cash balances in financial institutions in excess of the FDIC and SIPC insurance limits of $ 250,000 500,000 |
Stock-Based Compensation | Stock-Based Compensation Stock-based awards for stock options and restricted stock awards to employees and non-employees are accounted for using the fair value method in accordance with ASC 718, Compensation – Stock Compensation. The estimated fair value of stock options granted to employees in exchange for services is measured at the grant date, using a fair value-based method, such as a Black-Scholes option valuation model, and is recognized as an expense on a straight-line basis over the requisite service periods. The assumptions used in the Black-Scholes option pricing model such as risk-free interest rates, expected volatility, expected life, and future dividends could materially affect compensation expense recorded in future periods. The fair value of restricted stock units is measured at the grant date based on the closing market price of the Company’s common stock on the date of grant and is recognized as an expense on a straight-line basis over the requisite service periods. Recognition of compensation expense for non-employees is accounted for in the same period and manner as if the Company had paid cash for the services. |
Income (Loss) per Common Share | Income (Loss) per Common Share Basic income (loss) per share is computed by dividing net loss by the weighted-average common shares outstanding during the period, excluding shares of unvested restricted common stock outstanding. Diluted earnings per share is computed based on the weighted-average common shares outstanding plus the effect of dilutive potential common shares outstanding during the period calculated using the treasury stock method. Shares of vested restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are vested. Dilutive potential common shares include shares from unexercised warrants and options. Potential common share equivalents have been excluded where their inclusion would be anti-dilutive. The Company experienced a net loss for the three months ended March 31, 2024 and net income for the three months ended March 31, 2023. Although the Company reported net income for the three months ended March 31, 2023, using the treasury stock method for the period from January 1, 2023 to the redemption of the preferred stock on February 8, 2023, under the most advantageous pricing approach, there was no material change to the diluted net income per share as reported. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings per Share 2024 2023 March 31, 2024 2023 Warrants 736,438 1,526,701 Options 20,577 12,459 Unvested restricted common stock 333 667 Anti-dilutive securities 757,348 1,539,827 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting standards require certain assets and liabilities to be reported at fair value in the financial statements and provide a framework for establishing that fair value. Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value: Level 1 – Level 2 – Level 3 – The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The following table sets forth by level, within the fair value hierarchy, the Company’s financial assets at fair value as of March 31, 2024 and December 31, 2023: Schedule of Assets and Liabilities at Fair Value Level 1 Level 2 Level 3 Total March 31, 2024 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant derivative liability $ - $ - $ 5,721,688 $ 5,721,688 Total liabilities $ - $ - $ 5,721,688 $ 5,721,688 Level 1 Level 2 Level 3 Total December 31, 2023 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant derivative liability $ - $ - $ 2,453,100 $ 2,453,100 Total liabilities $ - $ - $ 2,453,100 $ 2,453,100 The following table provides a roll-forward of the warrant derivative liability measured at fair value on a recurring basis using unobservable level 3 inputs for the three months ended March 31, 2024 as follows: Schedule of Warrant Derivative Liability Measured at Fair Value March 31, 2024 Balance as of beginning of period – December 31, 2023 $ 2,453,100 Change in fair value of warrant derivative liability 3,268,588 Balance as of end of period – March 31, 2024 $ 5,721,688 As of March 31, 2024 and December 31, 2023, the Company’s outstanding warrants were treated as derivative liabilities and changes in the fair value were recognized in the statement of operations (see Note 5). The Company believes the carrying amounts of certain financial instruments, including cash, accounts receivable, and accounts payable and accrued liabilities, approximate fair value due to the short-term nature of such instruments and are excluded from the fair value tables above. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. ASU-2023-07 also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. The Company adopted ASU 2023-07 effective January 1, 2024, and there was no material impact on the Company’s financial position, results of operations and cash flows. Other recent accounting pronouncements and guidance issued by FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Revenues by Product | Revenue by product: Schedule of Revenues by Product 2024 2023 Three Months Ended March 31, 2024 2023 Nutritional supplements $ 2,918,526 $ 3,091,447 Ocular products 81,119 94,242 Revenue by product $ 2,999,645 $ 3,185,689 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings per Share | The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings per Share 2024 2023 March 31, 2024 2023 Warrants 736,438 1,526,701 Options 20,577 12,459 Unvested restricted common stock 333 667 Anti-dilutive securities 757,348 1,539,827 |
Schedule of Assets and Liabilities at Fair Value | The following table sets forth by level, within the fair value hierarchy, the Company’s financial assets at fair value as of March 31, 2024 and December 31, 2023: Schedule of Assets and Liabilities at Fair Value Level 1 Level 2 Level 3 Total March 31, 2024 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant derivative liability $ - $ - $ 5,721,688 $ 5,721,688 Total liabilities $ - $ - $ 5,721,688 $ 5,721,688 Level 1 Level 2 Level 3 Total December 31, 2023 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant derivative liability $ - $ - $ 2,453,100 $ 2,453,100 Total liabilities $ - $ - $ 2,453,100 $ 2,453,100 |
Schedule of Warrant Derivative Liability Measured at Fair Value | The following table provides a roll-forward of the warrant derivative liability measured at fair value on a recurring basis using unobservable level 3 inputs for the three months ended March 31, 2024 as follows: Schedule of Warrant Derivative Liability Measured at Fair Value March 31, 2024 Balance as of beginning of period – December 31, 2023 $ 2,453,100 Change in fair value of warrant derivative liability 3,268,588 Balance as of end of period – March 31, 2024 $ 5,721,688 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are stated at the lower of cost (first-in, first-out) or net realizable value and consisted of the following: Schedule of Inventories March 31, December 31, 2024 2023 Raw materials $ 35,405 $ 35,404 Finished products 2,098,808 2,641,708 Inventories, net $ 2,134,213 $ 2,677,112 |
Warrant Derivative Liability (T
Warrant Derivative Liability (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Warrant Derivative Liability | Schedule of Warrant Derivative Liability Series A Warrants March 31, 2024 December 31, 2023 Common stock market price $ 9.09 $ 5.34 Exercise price 7.57 7.57 Expected term (in years) 2.9 3.15 Expected volatility 191.60 % 97.60 % Expected dividend yield - - Risk-free interest rate 4.40 % 4.10 % Total fair value $ 5,721,688 $ 2,453,100 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Warrants Activity | A summary of the Company’s warrant activity is as follows: Schedule of Warrants Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) December 31, 2023 786,701 $ 8.96 3.12 Granted - - - Forfeitures - - - Expirations (363 ) - - Exercised (49,900 ) - - March 31, 2024, all exercisable 736,438 $ 9.00 2.87 |
Schedule of Exercise Price of Warrants Outstanding and Exercisable | The exercise prices of warrants outstanding and exercisable as of March 31, 2024 are as follows: Schedule of Exercise Price of Warrants Outstanding and Exercisable Warrants Outstanding and Exercisable (Shares) Exercise Prices 727,100 $ 7.57 9,338 $ 120.00 736,438 |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of the Company’s stock option activity is as follows: Schedule of Share-based Compensation, Stock Options, Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) December 31, 2023 20,577 $ 77.72 7.60 Granted - - - Forfeitures - - - Expirations - - - Exercised - - - March 31, 2024, outstanding 20,577 $ 77.72 7.39 March 31, 2024, exercisable 13,153 $ 116.19 6.76 |
Schedule of Exercise Price of Options Outstanding and Exercisable | The exercise prices of options outstanding and exercisable as of March 31, 2024 are as follows: Schedule of Exercise Price of Options Outstanding and Exercisable Options Outstanding (Shares) Options Exercisable (Shares) Exercise Prices 10,000 3,750 $ 6.01 1,344 1,344 7.35 1,344 504 7.78 841 841 45.50 1,002 668 80.50 1,008 1,008 88.00 840 840 116.70 336 336 162.33 3,862 3,862 300.00 20,577 13,153 |
Schedule of Non Vested Restricted Common Stock Activity | The following table summarizes restricted common stock activity for the three months ended March 31, 2024 Schedule of Non Vested Restricted Common Stock Activity Number of shares Fair value of shares Non-vested shares, December 31, 2022 333 $ 80.50 Granted - - Vested - - Forfeited - - Non-vested shares, March 31, 2023 333 $ 80.50 |
Organization and Business Ope_2
Organization and Business Operations (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jan. 30, 2024 | Jan. 06, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||||||
Proceeds from Divestiture of Businesses | $ 17,200,000 | |||||
Reverse stock split | 1-for-50 | |||||
Minimum closing bid price | $ 1 | |||||
Net income loss | $ 4,746,744 | $ (533,091) | ||||
Loss from operations | 1,553,801 | 1,464,007 | ||||
Net cash used in operating activities | 754,611 | $ 1,879,210 | ||||
Cash | 5,605,035 | |||||
Working capital | $ 9,110,684 | |||||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Viactive Brand [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 97.30% | 97% | 97.20% | 96.30% |
Schedule of Revenues by Product
Schedule of Revenues by Product (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Product Information [Line Items] | ||
Revenue by product | $ 2,999,645 | $ 3,185,689 |
Nutritional Supplements [Member] | ||
Product Information [Line Items] | ||
Revenue by product | 2,918,526 | 3,091,447 |
Ocular Products [Member] | ||
Product Information [Line Items] | ||
Revenue by product | $ 81,119 | $ 94,242 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 757,348 | 1,539,827 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 736,438 | 1,526,701 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 20,577 | 12,459 |
Unvested Restricted Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 333 | 667 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities at Fair Value (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Platform Operator, Crypto Asset [Line Items] | ||
Total assets | ||
Total liabilities | 5,721,688 | 2,453,100 |
Warrant Derivative Liability [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total liabilities | 5,721,688 | 2,453,100 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total assets | ||
Total liabilities | ||
Fair Value, Inputs, Level 1 [Member] | Warrant Derivative Liability [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total assets | ||
Total liabilities | ||
Fair Value, Inputs, Level 2 [Member] | Warrant Derivative Liability [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total assets | ||
Total liabilities | 5,721,688 | 2,453,100 |
Fair Value, Inputs, Level 3 [Member] | Warrant Derivative Liability [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total liabilities | $ 5,721,688 | $ 2,453,100 |
Schedule of Warrant Derivative
Schedule of Warrant Derivative Liability Measured at Fair Value (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Accounting Policies [Abstract] | |
Warrant derivative liability, beginning balance | $ 2,453,100 |
Change in fair value of warrant derivative liability | 3,268,588 |
Warrant derivative liability, ending balance | $ 5,721,688 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Product Information [Line Items] | |||
Allowance for doubtful accounts | $ 0 | $ 1,840 | |
Third party outsourcing | 1,509,600 | $ 1,937,000 | |
Cost of goods sold | 1,820,645 | 1,850,387 | |
Advertising costs | 337,364 | $ 479,866 | |
Cash | 5,605,035 | $ 6,359,646 | |
Cash FDIC insured amount | 250,000 | ||
Cash SIPC insured amount | $ 500,000 | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 72% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Largest Customer [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 46% | 59% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Second Largest Customer [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 26% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 80% | 11% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Third Largest Customers [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 10% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | No Customer [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 10% | 10% | 10% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 57% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 81% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Largest Customer [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 61% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Other Customer [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 20% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 18% | ||
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | One Manufacturer [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 40% | 49% | |
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 10% | 13% | |
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | No Other Vendor [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 10% | 10% | |
Accounts Payable [Member] | Customer Concentration Risk [Member] | No Other Vendor [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 10% | 10% | |
Accounts Payable [Member] | Customer Concentration Risk [Member] | Two Vendors [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 82% | ||
Accounts Payable [Member] | Customer Concentration Risk [Member] | One Vendor [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 72% | 91% | |
Accounts Payable [Member] | Customer Concentration Risk [Member] | Second Vendor [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 10% | ||
Shipping and Handling [Member] | |||
Product Information [Line Items] | |||
Cost of goods sold | $ 102,435 | $ 146,820 |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 35,405 | $ 35,404 |
Finished products | 2,098,808 | 2,641,708 |
Inventories, net | $ 2,134,213 | $ 2,677,112 |
Operating Leases (Details Narra
Operating Leases (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Operating Leases | |
Operating lease payments | $ 3,000 |
Schedule of Warrant Derivativ_2
Schedule of Warrant Derivative Liability (Details) | Mar. 31, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares | Jan. 31, 2023 $ / shares |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Total fair value | $ | $ 5,721,688 | $ 2,453,100 | |
Series A Warrants [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Exercise price | $ 7.57 | $ 7.57 | $ 7.57 |
Total fair value | $ | $ 5,721,688 | $ 2,453,100 | |
Series A Warrants [Member] | Measurement Input, Share Price [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Common stock market price | $ 9.09 | $ 5.34 | |
Series A Warrants [Member] | Measurement Input, Exercise Price [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Exercise price | $ 7.57 | $ 7.57 | |
Series A Warrants [Member] | Measurement Input, Expected Term [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Warrant liability, measurement input, expected life (years) | 2 years 10 months 24 days | 3 years 1 month 24 days | |
Series A Warrants [Member] | Measurement Input, Price Volatility [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Warrant liability, measurement input | 191.60 | 97.60 | |
Series A Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Warrant liability, measurement input | |||
Series A Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Warrant liability, measurement input | 4.40 | 4.10 |
Warrant Derivative Liability (D
Warrant Derivative Liability (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Jan. 31, 2023 |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Fair value of the warrant liability | $ 5,721,688 | $ 2,453,100 | |
Series A Warrants [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Class of warrant or right | 690,100 | 740,000 | |
Exercise price of warrants | $ 7.57 | $ 7.57 | $ 7.57 |
Redeemable Preferred Stock (T_2
Redeemable Preferred Stock (Temporary Equity, redeemed in full in February 2023) (Details Narrative) - USD ($) | 3 Months Ended | |
Nov. 29, 2022 | Mar. 31, 2023 | |
Class of Stock [Line Items] | ||
Preferred stock redemption amount | $ 5,250,000 | |
Proceeds from issuance of preferred stock | 4,750,000 | |
Proceeds from issuance of preferred stock additional | $ 500,000 | |
Redemption price percentage | 105% | |
Series C Convertible Redeemable Preferred Stock [Member] | Private Placement [Member] | ||
Class of Stock [Line Items] | ||
Series D convertible redeemable preferred stock, shares | 495,000 | |
Series D Redeemable Preferred Stock [Member] | Private Placement [Member] | ||
Class of Stock [Line Items] | ||
Series D convertible redeemable preferred stock, shares | 5,000 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Shares, Ending Balance | 736,438 |
Warrant [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Shares, Beginning Balance | 786,701 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 8.96 |
Weighted Average Remaining Contractual Term (Years), Beginning Balance | 3 years 1 month 13 days |
Shares, Granted | |
Weighted Average Exercise Price, Granted | $ / shares | |
Shares, Forfeitures | |
Weighted Average Exercise Price, Forfeitures | $ / shares | |
Shares, Expirations | (363) |
Weighted Average Exercise Price, Expirations | $ / shares | |
Shares, Exercised | (49,900) |
Weighted Average Exercise Price, Exercised | $ / shares | |
Shares, Ending Balance | 736,438 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 9 |
Weighted Average Remaining Contractual Term (Years), Ending Balance | 2 years 10 months 13 days |
Schedule of Exercise Price of W
Schedule of Exercise Price of Warrants Outstanding and Exercisable (Details) | Mar. 31, 2024 $ / shares shares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding and Exercisable (Shares) | 736,438 |
Warrant One [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding and Exercisable (Shares) | 727,100 |
Exercise Prices | $ / shares | $ 7.57 |
Warrant Two [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding and Exercisable (Shares) | 9,338 |
Exercise Prices | $ / shares | $ 120 |
Schedule of Share-based Compens
Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Equity [Abstract] | |||
Shares Outstanding, Beginning Balance | 20,577 | ||
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 77.72 | ||
Weighted Average Remaining Contractual Term (Years) Outstanding, Ending Balance | 7 years 4 months 20 days | 7 years 7 months 6 days | |
Shares, Granted | |||
Weighted Average Exercise Price, Granted | |||
Shares, Forfeitures | |||
Weighted Average Exercise Price, Forfeitures | |||
Shares, Expirations | |||
Weighted Average Exercise Price, Expirations | |||
Shares, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Shares Outstanding, Ending Balance | 20,577 | 20,577 | |
Weighted Average Exercise Price Outstanding, Ending Balance | $ 77.72 | $ 77.72 | |
Shares Exercisable, Ending Balance | 13,153 | ||
Weighted Average Exercise Price Exercisable, Ending Balance | $ 116.19 | ||
Weighted Average Remaining Contractual Term (Years) Exercisable, Ending Balance | 6 years 9 months 3 days |
Schedule of Exercise Price of O
Schedule of Exercise Price of Options Outstanding and Exercisable (Details) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (Shares) | 20,577 | 20,577 |
Options Exercisable (Shares) | 13,153 | |
Exercise Price One [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (Shares) | 10,000 | |
Options Exercisable (Shares) | 3,750 | |
Exercise Prices | $ 6.01 | |
Exercise Price Two [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (Shares) | 1,344 | |
Options Exercisable (Shares) | 1,344 | |
Exercise Prices | $ 7.35 | |
Exercise Price Three [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (Shares) | 1,344 | |
Options Exercisable (Shares) | 504 | |
Exercise Prices | $ 7.78 | |
Exercise Price Four [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (Shares) | 841 | |
Options Exercisable (Shares) | 841 | |
Exercise Prices | $ 45.50 | |
Exercise Price Five [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (Shares) | 1,002 | |
Options Exercisable (Shares) | 668 | |
Exercise Prices | $ 80.50 | |
Exercise Price Six [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (Shares) | 1,008 | |
Options Exercisable (Shares) | 1,008 | |
Exercise Prices | $ 88 | |
Exercise Price Seven [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (Shares) | 840 | |
Options Exercisable (Shares) | 840 | |
Exercise Prices | $ 116.70 | |
Exercise Price Eight [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (Shares) | 336 | |
Options Exercisable (Shares) | 336 | |
Exercise Prices | $ 162.33 | |
Exercise Price Nine [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (Shares) | 3,862 | |
Options Exercisable (Shares) | 3,862 | |
Exercise Prices | $ 300 |
Schedule of Non Vested Restrict
Schedule of Non Vested Restricted Common Stock Activity (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, Non-vested shares, ending | 7,424 |
Restricted Common Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, Non-vested shares, beginning | 333 |
Fair value of shares, Non-vested shares, beginning | $ / shares | $ 80.50 |
Number of shares, Granted | |
Fair value of shares, Granted | $ / shares | |
Number of shares, Vested | |
Fair value of shares, Vested | $ / shares | |
Number of shares, Forfeited | |
Fair value of shares, Forfeited | $ / shares | |
Number of shares, Non-vested shares, ending | 333 |
Fair value of shares, Non-vested shares, ending | $ / shares | $ 80.50 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Jan. 30, 2024 | Dec. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Common stock, shares issued | 1,284,156 | 1,275,238 | ||
Common stock, shares outstanding | 1,284,156 | 1,275,238 | ||
Series A warrants exercised | ||||
Warrants outstanding | $ 5,700,000 | |||
Shares options, granted | ||||
Share based compensation | $ 12,615 | $ 25,182 | ||
Unvested option | 7,424 | |||
Grand date fair value | $ 123,000 | |||
Amortized period | 4 years 6 months | |||
Closing stock price | $ 9.02 | |||
Aggregate intrinsic value of options outstanding | $ 34,138 | |||
Number of shares granted of restricted stock | 0 | |||
Restricted Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares granted of restricted stock | 0 | |||
Share-based compensation expense | $ 2,170 | $ 5,329 | ||
Unvested compensation award | $ 2,170 | |||
Unvested options, amortized year | 3 months | |||
Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Series A warrants exercised | 49,900 | |||
Issuance of common stock | 8,918 | |||
Share issued price per share | $ 9.02 | |||
Warrants outstanding | $ 1,054,295 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Jan. 30, 2024 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Proceeds from Divestiture of Businesses | $ 17,200,000 |
Warrant liability | 5,700,000 |
Equity Purchase Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Proceeds from Divestiture of Businesses | 17,200,000 |
Escrow Deposit | $ 1,700,000 |