Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 07, 2024 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 001-39119 | |
Entity Registrant Name | Leafly Holdings, Inc. /DE | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-2266022 | |
Entity Address, Address Line One | 113 Cherry Street, PMB 88154 | |
Entity Address, City or Town | Seattle | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98104-2205 | |
City Area Code | 206 | |
Local Phone Number | 455-9504 | |
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 | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,365,093 | |
Entity Central Index Key | 0001785592 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Stock, $0.0001 Par Value | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.0001 Par Value | |
Trading Symbol | LFLY | |
Security Exchange Name | NASDAQ | |
Warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Warrants, exercisable for shares of common stockat an exercise price of $230.00 per share | |
Trading Symbol | LFLYW | |
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 14,100 | $ 15,293 |
Accounts receivable, net of allowance for credit loss of $794 and $1,398, respectively | 2,152 | 2,635 |
Prepaid expenses and other current assets | 2,225 | 1,074 |
Total current assets | 18,477 | 19,002 |
Property, equipment, and software, net | 2,436 | 2,554 |
Restricted cash - long-term portion | 248 | 251 |
Other assets | 10 | 28 |
Total assets | 21,171 | 21,835 |
Current liabilities | ||
Convertible promissory notes, net | 29,221 | 0 |
Accounts payable | 640 | 813 |
Accrued expenses and other current liabilities | 3,608 | 2,503 |
Deferred revenue | 1,877 | 1,764 |
Total current liabilities | 35,346 | 5,080 |
Non-current liabilities | ||
Convertible promissory notes, net | 0 | 29,085 |
Other long-term liabilities | 96 | 128 |
Total non-current liabilities | 96 | 29,213 |
Total liabilities | 35,442 | 34,293 |
Commitments and contingencies (Note 10) | ||
Stockholders' deficit | ||
Preferred stock: $0.0001 par value; 5,000,000 and 5,000,000 authorized; 0 and 0 issued and outstanding; aggregate liquidation preference of $0 and $0 at March 31, 2024 and December 31, 2023, respectively | 0 | 0 |
Common stock: $0.0001 par value; 200,000,000 and 200,000,000 authorized; 2,455,556 and 2,392,568 issued at March 31, 2024 and December 31, 2023, respectively | 0 | 0 |
Treasury stock: 154,055 and 154,055 shares held at March 31, 2024 and December 31, 2023, respectively | (31,663) | (31,663) |
Additional paid-in capital | 93,977 | 93,403 |
Accumulated deficit | (76,585) | (74,198) |
Total stockholders' deficit | (14,271) | (12,458) |
Total liabilities and stockholders' deficit | $ 21,171 | $ 21,835 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 794 | $ 1,398 |
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Preferred stock, aggregate liquidation preference | $ 0 | $ 0 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, issued (in shares) | 2,455,556 | 2,392,568 |
Treasury stock (in shares) | 154,055 | 154,055 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 9,048 | $ 11,249 |
Cost of revenue | 976 | 1,346 |
Total gross profit | 8,072 | 9,903 |
Operating expenses | ||
Sales and marketing | 2,620 | 4,911 |
Product development | 2,413 | 3,280 |
General and administrative | 4,787 | 6,660 |
Total operating expenses | 9,820 | 14,851 |
Loss from operations | (1,748) | (4,948) |
Interest expense, net | (607) | (713) |
Other income (expense), net | (32) | 264 |
Net (loss) | $ (2,387) | $ (5,397) |
Net loss per share: | ||
Basic | $ (1.09) | $ (2.79) |
Diluted | $ (1.09) | $ (2.79) |
Weighted average shares outstanding: | ||
Basic | 2,196,161 | 1,935,229 |
Diluted | 2,196,161 | 1,935,229 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance at the beginning (in shares) at Dec. 31, 2022 | 2,163,766 | (154,055) | |||
Balance at the beginning at Dec. 31, 2022 | $ (6,407) | $ (31,663) | $ 89,956 | $ (64,700) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (5,397) | (5,397) | |||
Stock-based compensation | 658 | 658 | |||
Issuance of Common Stock under ESPP (in shares) | 14,441 | ||||
Issuance of Common Stock under ESPP | 120 | 120 | |||
Issuance of Common Stock upon vesting of restricted stock units (in shares) | 14,255 | ||||
Balance at the end (in shares) at Mar. 31, 2023 | 2,192,462 | (154,055) | |||
Balance at the end at Mar. 31, 2023 | (11,026) | $ (31,663) | 90,734 | (70,097) | |
Balance at the beginning (in shares) at Dec. 31, 2023 | 2,392,568 | (154,055) | |||
Balance at the beginning at Dec. 31, 2023 | (12,458) | $ (31,663) | 93,403 | (74,198) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (2,387) | (2,387) | |||
Stock-based compensation | 598 | 598 | |||
Issuance of Common Stock under ESPP (in shares) | 8,443 | ||||
Issuance of Common Stock under ESPP | 16 | 16 | |||
Issuance of Common Stock upon vesting of restricted stock units (in shares) | 63,019 | ||||
Tax payments related to shares retired for vested restricted stock units (in shares) | (8,474) | ||||
Tax payments related to shares retired for vested restricted stock units | (40) | (40) | |||
Balance at the end (in shares) at Mar. 31, 2024 | 2,455,556 | (154,055) | |||
Balance at the end at Mar. 31, 2024 | $ (14,271) | $ (31,663) | $ 93,977 | $ (76,585) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net Income (Loss) | $ (2,387) | $ (5,397) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 329 | 195 |
Stock-based compensation expense | 598 | 658 |
Credit loss, net of recoveries | 496 | 725 |
Gain on disposition of assets | (2) | (10) |
Noncash amortization of debt discount | 136 | 136 |
Noncash change in fair value of derivatives | (14) | (267) |
Other | 1 | 3 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (13) | (1,065) |
Prepaid expenses and other current assets | 266 | (2,460) |
Accounts payable | (173) | (401) |
Accrued expenses and other current liabilities | (223) | (1,565) |
Deferred revenue | 113 | 222 |
Net cash used in operating activities | (873) | (9,226) |
Cash flows from investing activities | ||
Additions of property, equipment, and software | (211) | (535) |
Proceeds from sale of property and equipment | 2 | 10 |
Net cash used in investing activities | (209) | (525) |
Cash flows from financing activities | ||
Issuance of common Stock under ESPP | 16 | 120 |
Tax payments related to shares retired for vested restricted stock units | (40) | 0 |
Repayments of related party payables | (90) | (8) |
Net cash (used in) provided by financing activities | (114) | 112 |
Net decrease in cash, cash equivalents, and restricted cash | (1,196) | (9,639) |
Cash, cash equivalents, and restricted cash, beginning of period | 15,544 | 25,202 |
Cash, cash equivalents, and restricted cash, end of period | 14,348 | 15,563 |
Supplemental disclosure of non-cash financing activities | ||
Short-term financing of insurance payable | $ 1,399 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (2,387) | $ (5,397) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
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 |
Description of the Business and
Description of the Business and Business Combination | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business and Business Combination | NOTE 1 — Description of the Business and Business Combination Description of the Business Leafly Holdings, Inc. (“Leafly” or “the Company”) is an online cannabis discovery marketplace and resource for cannabis consumers. Leafly provides an information resource platform with a deep library of content, including detailed information about cannabis strains, retailers and current events. Leafly was incorporated in the state of Delaware on June 20, 2019 and is headquartered in Seattle, Washington. The Company has three wholly-owned subsidiaries, Leafly Canada Ltd., Leafly Deutschland GmbH and Leafly, LLC (“Legacy Leafly”). Legacy Leafly is the accounting predecessor of Leafly. The accompanying consolidated financial statements include the financial results of the Company and its wholly-owned subsidiaries. Business Combination On February 4, 2022, Leafly consummated the previously announced mergers and related transactions (collectively, the “Merger”) pursuant to the Agreement and Plan of Merger dated August 9, 2021 and amended on September 8, 2021 and on January 11, 2022 (as amended, the “Merger Agreement”). Legacy Leafly (formerly known as Leafly Holdings, Inc.) entered into the Merger Agreement with Merida Merger Corp. I (“Merida”), Merida Merger Sub, Inc., a Washington corporation (“Merger Sub I”) and Merida Merger Sub II, LLC, a Washington limited liability company (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”). Merger Sub I merged with and into Legacy Leafly, with Legacy Leafly surviving as a wholly-owned subsidiary of Merida, and following the initial Merger and as part of a single integrated transaction with the initial Merger, Legacy Leafly merged with and into Merger Sub II, with Merger Sub II surviving as a wholly-owned subsidiary of Merida. As a result of these Mergers, Legacy Leafly became a wholly owned subsidiary of Merida and was renamed Leafly, LLC, Merida was renamed Leafly Holdings, Inc. (“New Leafly”), and the securityholders of Legacy Leafly became security holders of New Leafly. We sometimes refer to the Mergers described above and the other transactions contemplated by the Merger Agreement and the other agreements being entered into by Merida and Legacy Leafly in connection with the Mergers as the “Business Combination” and to Merida following the Business Combination as “New Leafly.” While the legal acquirer in the Business Combination is Merida, for financial accounting and reporting purposes under accounting principles generally accepted in the United States of America (“GAAP”), Legacy Leafly is the accounting acquirer with the Business Combination accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Legacy Leafly. Under this accounting method, Merida is treated as the “ acquired ” company and Legacy Leafly is the accounting acquirer, with the transaction treated as a recapitalization of Legacy Leafly. Merida’s assets, liabilities and results of operations were consolidated with Legacy Leafly’s beginning on the date of the Business Combination. Except for certain derivative liabilities, the assets and liabilities of Merida were recognized at historical cost (which is consistent with carrying value) and were not material, with no goodwill or other intangible assets recorded. The derivative liabilities, which are discussed in Note 12 , were recorded at fair value. The consolidated assets, liabilities, and results of operations of Legacy Leafly became the historical financial statements, and operations prior to the closing of the Business Combination presented for comparative purposes are those of Legacy Leafly. Pre-Merger shares of common stock and preferred stock were converted to shares of common stock of the combined company using the conversion ratio of 0.0164 and for comparative purposes, the shares and net loss per share of Legacy Leafly, prior to the Business Combination, have been retroactively restated using the conversion ratio. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | NOTE 2 — Basis of Present ation and Significant Accounting Policies Basis of Presentation The interim condensed consolidated financial statements have been prepared in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting and should be read in conjunction with the Company's audited consolidated financial statements for the years ended December 31, 2023 and 2022, and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Leafly for the year ended December 31, 2023, each of which was filed with the SEC on April 1, 2024 (the “2023 Financial Information”). These condensed consolidated financial statements are unaudited and, in management's opinion, include all adjustments, consisting of normal recurring estimates and accruals necessary for a fair presentation of our consolidated cash flows, operating results, and balance sheets for the periods presented. Actual results may differ from these estimates and assumptions. The results of operations for any interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations o f the SEC for interim reporting. All intercompany balances and transactions have been eliminated upon consolidation. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. Under the rules of ASC Subtopic 205-40 “Presentation of Financial Statements-Going Concern” (“ASC 205-40”), reporting companies are required to evaluate whether conditions and/or events raise substantial doubt about their ability to meet their future financial obligations as they become due within one year after the date that the financial statements are issued. This evaluation takes into account a company’s current available cash and projected cash needs over the one-year evaluation period but may not consider things beyond its control. The Company has $ 29,700 of 2022 Notes maturing on January 31, 2025 ( Note 9 ) and based on the Company’s current liquidity position would not be able to repay the 2022 Notes when due. In addition, Leafly has experienced revenue declines, incurred recurring operating losses, used cash from operations, and relied on the capital raised in the Business Combination to continue ongoing operations. These conditions, when considered in the aggregate, raise substantial doubt about Leafly’s ability to continue as a going concern within one year of the date these financial statements are issued. In response to these conditions, Leafly management took the following actions: • The Company implemented previous restructuring plans, most recently during the first quarter of 2023, which reduced its labor force and substantially decreased costs in fiscal year 2023 as compared to fiscal year 2022. The Company still expects to recognize the full-year impact of its 2023 restructuring in 2024. • During the fourth quarter of 2023, the Company began exploring opportunities to address the upcoming maturity of its 2022 Notes. In December 2023 and May 2024, the Company worked with its noteholders and converted $ 300 and $ 275 ( Note 18 ), respectively, of the outstanding principal to equity. • In early 2024, the Company began an initiative to improve revenues by hiring eight sales professionals and implementing improved selling strategies. In addition, during the first quarter of 2024, the Company also terminated several employees resulting in a net reduction of nine employees. The restructuring plans above have been implemented and have significantly contributed to the cash savings of the Company. The Company’s management is closely monitoring and reducing operating expenses where it is able to, while ensuring the trajectory and viability of the business remains intact. However, the Company cannot meet its debt maturity obligations without a significant capital infusion or a lender’s commitment to refinance the debt. After considering all available evidence, Leafly’s management determined that, the combined impact of the cost reduction measures outlined in both actions above, Leafly’s current negative working capital as of March 31, 2024 and planned operations will not be sufficient to meet its capital requirements for a period of at least 12 months from the date that these March 31, 2024 financial statements are issued and that substantial doubt exists about Leafly’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Reverse Stock Split On September 12, 2023, the Company implemented a one-for-twenty reverse split of its common stock ( Note 12 ). To facilitate comparative analysis, all statements in this Quarterly Report regarding numbers of shares of common stock and all references to prices of a share of common stock, if referencing events or circumstances occurring prior to September 12, 2023, have been retroactively restated to reflect the effect of the reverse stock split on a pro forma basis. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation (e.g. change in fair value of derivatives are now classified within other income and expense and derivative liabilities are now included with other current and other long-term liabilities). These reclassifications had no effect on the reported net loss . Seasonality We may experience seasonality in our business, which we believe has moderate impacts on our overall revenue. In certain years, we've seen seasonal fluctuations that coincide with either federal holidays, generally in the fourth quarter, or industry holidays and events, generally in the spring. Our industry and business history is limited and therefore we cannot be certain that these are known trends or that other trends may develop. Emerging Growth Company Status Leafly is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Under the JOBS Act, EGCs can delay adopting new or revised accounting standards issued until such time as those standards apply to private companies. The Company has elected to use this extended transition period. In providing this relief, the JOBS Act does not preclude the Company from adopting a new or revised accounting standard earlier than the time that such standard applies to private companies. Leafly will continue to use this relief until the earlier of the date that it (a) is no longer an EGC or (b) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses in the condensed consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates. Such estimates include those related to the allowance for credit losses; the valuation allowance for deferred income tax assets; the fair value of the convertible promissory notes; the estimate of capitalized software costs and useful life of capitalized software; and the fair value of equity issuances. Management bases its estimates on historical experience, knowledge of current events and actions it may undertake in the future that management believes to be reasonable under the circumstances. Actual results may differ from these estimates and assumptions. Significant Accounting Policies The unaudited interim financial statements should be read in conjunction with the Company's 2023 Financial Information, which describes the Company's significant accounting policies. There have been no material changes to the Company's significant accounting policies during the three months ended March 31, 2024 compared to the Company’s 2023 Financial Information. Recent Accounting Pronouncements Accounting Pronouncements Issued But Not Yet Adopted In 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09 —Income Taxes (Topic 740). This ASU expands income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU is effective for fiscal years beginning after December 15, 2024. Recently Adopted Accounting Pronouncements The Company adopted Accounting Standards Update 2023-07 (“ASU 2023-07”) effective January 1, 2024. ASU 2023-07 requires expanded segment reporting disclosures ( Note 15 ). Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the Company, or they are not expected to have a material impact on the consolidated financial statements |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, and Restricted Cash | NOTE 3 — Cash, Cash Equival ents, and Restricted Cash Cash, cash equivalents, and restricted cash consisted of the following: March 31, 2024 December 31, 2023 Cash and cash equivalents $ 14,100 $ 15,293 Restricted cash - long-term portion 248 251 $ 14,348 $ 15,544 |
Accounts Receivable, Net
Accounts Receivable, Net | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Accounts Receivable, Net | NOTE 4 — Accounts Receivable, Net Accounts receivable, net of $ 2,152 and $ 2,635 as of March 31, 2024 and December 31, 2023, respectively, consisted of amounts due from customers less an allowance for credit loss. For further information about revenue and deferred revenues, see Note 8 . The following table presents the allowance for credit loss and the changes therein: Three Months Ended March 31, 2024 2023 Balance, beginning of period $ 1,398 $ 908 Add: provision for credit loss, net of recoveries 496 725 Less: write-offs ( 1,100 ) ( 542 ) Balance, end of period $ 794 $ 1,091 |
Prepaid Expenses and Other Asse
Prepaid Expenses and Other Assets | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Assets | NOTE 5 — Prepaid Expenses and Other Assets Prepaid expenses and other assets consisted of the following: March 31, 2024 December 31, 2023 Prepaid subscriptions $ 496 $ 568 Prepaid insurance 1,559 350 Other prepaid assets 123 82 Other current assets 47 74 Subtotal, current portion 2,225 1,074 Prepaid expenses, long-term portion 10 28 Total $ 2,235 $ 1,102 |
Property, Equipment and Softwar
Property, Equipment and Software, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment, and Software, Net | NOTE 6 — Property, Equi pment, and Software, Net Property, equipment, and software consisted of the following: March 31, 2024 December 31, 2023 Furniture and equipment $ 445 $ 447 Capitalized internal-use software 3,866 3,655 4,311 4,102 Less: accumulated depreciation and amortization ( 1,875 ) ( 1,548 ) $ 2,436 $ 2,554 The Company recognized depreciation and amortization expense as follows: Three Months Ended March 31, 2024 2023 Depreciation expense $ 16 $ 23 Amortization of capitalized internal-use software 313 172 Total depreciation and amortization $ 329 $ 195 During the three months ended March 31, 2024 , the Company disposed of equipment with a book value of $ 0 for $ 2 , resulting in a gain on disposal of $ 2 . During the three months ended March 31, 2023, the Company disposed of equipment with a book value of $ 0 for $ 10 , resulting in a gain on disposal of $ 10 . |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | NOTE 7 — Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following: March 31, 2024 December 31, 2023 Short-term financing 1 $ 1,264 $ — Other employee-related liabilities 1,137 969 Accrued interest 396 999 Accrued bonuses 107 — Other accrued expenses 2 704 535 $ 3,608 $ 2,503 1. On February 6, 20 24, Leafly entered into a short-term financing arrangement to fund 75 % of its directors and officers insurance policies. The $ 1,399 that was financed plus interest at 8.97 % will be repaid in 10 monthly installments of $ 146 beginning March 1, 2024. The lender has a security interest in the underlying insurance policy. 2. There are no individual items within this balance that exceed 10% of the total of the table . |
Deferred Revenue and Revenue by
Deferred Revenue and Revenue by Type | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue and Revenue by Type | NOTE 8 — Deferred Revenue and Revenue by Type Deferred Revenue Contract liabilities consist of deferred revenue, which is recorded on the Consolidated Balance Sheets when the Company has received consideration, or has the right to receive consideration, in advance of transferring the performance obligations under the contract to the customer. The following table presents the Company's deferred revenue balances and changes therein: Three Months Ended March 31, 2024 2023 Balance, beginning of period $ 1,764 $ 1,958 Add: net increase in current period contract liabilities 1,550 1,951 Less: revenue recognized from beginning balance ( 1,437 ) ( 1,729 ) Balance, end of period $ 1,877 $ 2,180 A majority of the deferred revenue balance as of March 31, 2024 is expected to be recognized in the subsequent 12-month period. No other contract assets or liabilities are recorded on the Company’s Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023. Revenue by Type and Geography The following table presents the Company's revenue by service type: Three Months Ended March 31, 2024 2023 Advertising 1 $ 8,880 $ 11,186 Other services 1 168 63 $ 9,048 $ 11,249 1. Amounts for the prior period have been reclassified to conform to the current period presentation. The following table presents the Company's revenue by geographic region: Three Months Ended March 31, 2024 2023 United States 1 $ 8,629 $ 10,805 All other countries 1 419 444 $ 9,048 $ 11,249 1. Amounts for the prior period have been reclassified to conform to the current period presentation. The following table presents the Company's revenue by state: Three Months Ended March 31, 2024 2023 Arizona 24 % 20 % California 11 % 12 % Oregon 11 % 11 % No other state comprised 10% or more of Leafly’s revenue during the three months ended March 31, 2024 and 2023. We have a diversified set of customers; no single customer accounted for 10% or more of our revenue for the three months ended March 31, 2024 or 2023. The following table presents the Company's revenue by timing of recognition: Three Months Ended March 31, 2024 2023 Over Time 1 Retail 2 $ 7,871 $ 9,470 Brands 3 843 1,362 8,714 10,832 Point in time 1 Brands 4 334 417 $ 9,048 $ 11,249 1. Amounts for the prior period have been reclassified to conform to the current period presentation. 2. Revenues from subscription services and display ads. 3. Revenues from brand profile subscriptions and digital media (including display ads and audience extension). 4. Revenues from channel advertising (including direct to consumer email). Revenues recognized over time are associated with software subscriptions, display ads and audience extension. Revenues recognized at a point in time are associated with branded content and channel advertising. There are no material variations in delivery and revenue recognition periods within the over time category. |
Convertible Promissory Notes
Convertible Promissory Notes | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | NOTE 9 — Convertible Promissory Notes 2022 Notes Merida entered into a $ 30,000 convertible note purchase agreement (the “Note Purchase Agreement”) in January 2022, which Legacy Leafly subsequently guaranteed and joined as a party to the agreement on February 4, 2022 in connection with the Business Combination (the “2022 Notes”). Accordingly, post-Business Combination, the 2022 Notes are presented as a liability on Leafly's balance sheet, net of debt issuance costs and debt discount. The Company recognized debt issuance costs of $ 714 paid in cash, and a debt discount of $ 924 paid in shares transferred by Merida Holdings, LLC (the “Sponsor”) to the holders of the 2022 Notes upon issuance. The 2022 Notes bear interest at 8 % annually (with an effective interest rate of 9.84 %), paid in cash semi-annually in arrears on July 31 and January 31 of each year, and mature on January 31, 2025. The 2022 Notes are unsecured convertible senior notes due 2025. They are convertible at the option of the holders at any time before maturity at an initial conversion share price of $ 250.00 per $ 1,000 principal amount of 2022 Notes and per $ 1,000 of accrued but unpaid interest on any converted 2022 Notes. In addition, the Company may, at its election, force the conversion of the 2022 Notes on or after January 31, 2024, if the volume-weighted average trading price of the Company’s common stock exceeds $ 360.00 for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days. The Company also has the option, on or after January 31, 2023 and prior to the 40th trading day immediately before the maturity date and subject to the holders’ ability to optionally convert, to redeem all or a portion of the 2022 Notes at a cash redemption price equal to 100 % of the principal amount of the 2022 Notes, plus accrued and unpaid interest, if any. The holders of the 2022 Notes have the right to cause the Company to repurchase for cash all or a portion of the 2022 Notes held by such holder upon the occurrence of a “fundamental change” (as defined in the Note Purchase Agreement) or in connection with certain asset sales, in each case at a price equal to 100 % of par plus accrued and unpaid interest, if any. 2023 Partial Conversion On December 19, 2023, the Company and each of the 2022 Note holders executed a notice of conversion and consent (the “Conversion Notice”) to effect a temporary and limited adjustment to the conversion price under the Note. Pursuant to the Conversion Notice, the conversion price under the Note was equal to the dollar amount that was 5 % less than the last reported sale price of the Company’s Common Stock on the trading day prior to the date of the Conversion Notice, or $ 4.978 (the “Conversion Price Adjustment”). The Conversion Price Adjustment was available for a period of five business days from the date of the Conversion Notice or until conversion requests for up to $ 300 were received, whichever was earlier. On December 19, 2023, one Holder tendered a conversion request for $ 300 at the Conversion Price Adjustment, resulting in the issuance of an aggregate of 60,265 shares of Common Stock and a corresponding reduction in the outstanding amount of the 2022 Notes of $ 300 . The Company accounted for the transaction as a debt modification and recognized the change in the fair value of the conversion feature as additional debt discount and an increase to additional paid-in capital of $ 24 . Following such tender and in accordance with the terms of the Conversion Notice, the Conversion Price Adjustment was terminated. The Company shall pay applicable accrued interest payable and owing on the converted amount through the effective date of the conversion in accordance with the terms of the 2022 Notes in cash on the next interest payment date. Except as set forth above, the terms of the 2022 Notes remain the same. Carrying Amount and Fair Value As of March 31, 2024, the net carrying amount of the 2022 Notes was $ 29,221 , which reflects the partial conversion noted above and includes unamortized issuance costs and debt discount of $ 479 , which will be amortized over the remaining term. The estimated fair value of the convertible debt instruments was approximately $ 27,600 as of March 31, 2024. The fair value of the 2022 Notes was measured using the Bloomberg OVCV model and CNVI model which modifies the underlying OVCV program. These models incorporate inputs for volatility, Leafly’s stock price, time to maturity, the risk-free rate and Leafly’s credit spread, some of which are considered Level 3 inputs in the fair value hierarchy. See Note 18 for subsequent events pertaining to the 2022 Notes. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 — Commitments and Contingencies In the normal course of business, the Company may receive inquiries or become involved in legal disputes regarding various litigation matters. In the opinion of management, any potential liabilities resulting from such claims would not have a material adverse effect on the Company’s consolidated financial statements. Leases The Company does not have any leases with an original term longer than 12 months as of March 31, 2024. The Company has short-term arrangements with immaterial rental obligations for office space. Nasdaq Notifications of Noncompliance On October 28, 2022, the Company received a letter from the Nasdaq’s Listing Qualifications Staff (the “Staff”) indicating that it no longer complied with the $ 50 million in market value of listed securities standard for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) and that it also did not comply with either of the two alternative standards of Listing Rule 5450(b), the equity standard and the total assets and total revenue standard. On April 19, 2023, Nasdaq approved the Company’s application to transfer the listing of its common stock and warrants from the Nasdaq Global Market to the Nasdaq Capital Market (the “Capital Market”), effective April 21, 2023, on the basis that the Company complied with the Net Income standard for the Capital Market under Nasdaq Listing Rule 5550(b)(3) for the year ended December 31, 2022. The transfer of the listing resolved the October 28, 2022 noncompliance notification. On November 2, 2022, the Company received a letter from the Staff indicating that it did not meet the requirement to maintain a minimum bid price of $ 1.00 per share, which is imposed by Nasdaq Listing Rule 5450(a)(1) for continued listing on the Nasdaq Global Market and by Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Bid Price Requirement”) and that the Company had until May 1, 2023 to regain compliance. On May 2, 2023, as a result of not regaining compliance with the Bid Price Requirement, the Company received a letter from Nasdaq notifying it that the Company’s common stock would be subject to delisting from Nasdaq unless it timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”) and submitted a plan of compliance. The Company submitted a plan of compliance, which was approved by the Panel, giving Leafly until October 30, 2023 to regain compliance with the Bid Price Requirement. On September 12, 2023, the Company implemented a one-for-twenty reverse split of the Company’s common stock ( Note 11 ), and on September 29, 2023, the Company received formal notice from Nasdaq confirming that the Company regained compliance with the Bid Price Requirement, would continue to be listed and traded on the Capital Market and the listing matter was closed. From January 1, 2024 until March 25, 2024, Leafly was out of compliance with Nasdaq Listing Rule 5605(c)(2)(A) (the “Audit Committee Rule”), which requires our Board of Directors’ (the “Board”) Audit Committee to be composed of at least three independent members. On January 3, 2024, we received a letter from the Staff confirming Leafly’s noncompliance with the Audit Committee Rule and providing Leafly with a cure period to regain compliance (i) until the earlier of Leafly’s next annual meeting of stockholders or January 2, 2025; or (ii) if the next annual meeting of stockholders is held before July 1, 2024, no later than July 1, 2024. On March 25, 2024, the Board appointed two new independent directors, Jeffrey Monat and Andres Nannetti, to the Board and to the Board's Audit Committee. As a result, on April 1, 2024, the Company received written notice from the Staff confirming that the Company regained compliance with the Audit Committee Rule and this matter is now closed. On April 9, 2024, the Company received a letter from the Staff (the “Notice”) notifying the Company that it no longer complies with Nasdaq's requirements contained in Nasdaq Listing Rule 5550 for companies traded on the Capital Market. Nasdaq Listing Rule 5550 requires a company listed on the Capital Market to continuously meet at least one of the following requirements set forth in Nasdaq Listing Rule 5550(b) (the “Continued Listing Standards”): Continued Listing Standard Requirement “Stockholders’ Equity” Minimum $ 2.5 million “Market Value of Listed Securities” Minimum $ 35 million “Net Income” Minimum $ 500 thousand from continuing operations – most recent fiscal year or in two of three of last three fiscal years As confirmed by the Notice, the Company does not currently meet any of the Continued Listing Standards. As set forth in the Notice, within 45 calendar days from the date of the Notice, the Company will have the right to submit to Nasdaq a plan to regain compliance with Nasdaq's Stockholders' Equity and/or Market Value of Listed Securities standards, and the Staff may grant an extension of up to 180 calendar days from the date of the Notice to evidence compliance. As provided in Nasdaq Listing Rule 5810(c)(2)(D), the Staff will not accept a compliance plan for deficiencies in net income from continuing operations since compliance requires stated levels of net income during completed fiscal years and therefore it can only be demonstrated through audited financial statements. The Company can give no assurances that the Staff will grant an extension or, even if the Staff grants an extension, that the Company will be given the full 180 calendar days or that it will be able to comply with the Continued Listing Standards. The Company is in the process of reviewing and evaluating potential options to regain compliance with Nasdaq Listing Rule 5550. The Notice has no immediate effect on the listing of the Company's common stock or warrants, and its common stock and warrants will continue to trade on the Capital Market under the symbols "LFLY" and "LFLYW," respectively. To comply with the Stockholders’ Equity standard, the value of Leafly’s stockholders’ equity must exceed $ 2.5 million on or before the end of any extension period the Company may receive from the Staff. To comply with the Market Value of Listed Securities standard, the total market value of Leafly’s listed securities, calculated as Leafly’s total shares outstanding multiplied by the daily closing bid price, must be $ 35.0 million or more for a minimum of ten consecutive business days at any time before the end of any extension the Company may receive from the Staff. If the Company does not comply with the Continued Listing Standards prior to the expiration of any extension that may be granted by the Staff, or if the Staff declines to grant an extension after reviewing the Company’s compliance plan submission, or if the Company does not submit a compliance plan after receiving the Staff’s notification, the Nasdaq Listing Rules require the Staff to provide written notification to the Company that Leafly’s securities will be delisted, subject to the right to appeal any such delisting determination to a Hearings Panel. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 11 — Stockholders’ Deficit Common Stock Reverse Stock Split On July 12, 2023, during the Company’s 2023 Annual Meeting of Stockholders, Leafly’s stockholders approved a proposal for a reverse stock split (the “Reverse Stock Split”) as part of the Company’s plan to regain compliance with the Bid Price Requirement under Nasdaq listing rules ( Note 10 ). Effective September 12, 2023, the Company effected a one-for-twenty (1-for-20) Reverse Stock Split of its common stock. As a result of the Reverse Stock Split, Leafly issued 34,192 shares under the provisions of the Reverse Stock Split and no fractional shares were issued in connection with the Reverse Stock Split. To facilitate comparative analysis, all statements in this Quarterly Report regarding numbers of shares of common stock and all references to prices of a share of common stock, if referencing events or circumstances occurring prior to September 12, 2023, have been retroactively restated to reflect the effect of the Reverse Stock Split on a pro forma basis. Authorized Shares As of March 31, 2024, Leafly's authorized capital stock consisted of: • 200,000,000 shares of Leafly common stock, $ 0.0001 par value per share; and • 5,000,000 shares of Leafly preferred stock, $ 0.0001 par value per share. Sponsor Shares Subject to Earn-Out Conditions In accordance with the Merger Agreement, upon closing of the Business Combination, 81,260 of the shares of the Company’s common stock held by the Sponsor were placed in escrow and subjected to earn-out conditions (“Escrow Shares”). Of these Escrow Shares, 50 % will be released from escrow if and when the Company's common stock trades at or above $ 270.00 for 20 out of 30 consecutive trading days at any time during the two-year period following closing of the Business Combination, and the remaining 50 % will be released from escrow if and when the Company's common stock trades at or above $ 310.00 for 20 out of 30 consecutive trading days at any time during the three-year period following closing of the Business Combination. In addition, all 81,260 Escrow Shares will be released upon a change in control. We account for the Escrow Shares as derivative liabilities, remeasured to fair value on a recurring basis, with changes in fair value recorded to earnings. Treasury Stock Effective August 1, 2022, the Company repurchased 154,055 shares of its common stock at a weighted-average price of $ 205.60 per share for a total of $ 31,663 , with $ 31,303 paid with restricted cash held in escrow at the time and $ 360 remaining in accrued expenses and other current liabilities on our consolidated balance sheet at December 31, 2022 . These repurchases were in settlement of the forward purchase agreements issued in the Business Combination. Stockholder Earn-Out Rights Leafly stockholders, as of immediately prior to the closing of the Business Combination, were granted upon closing of the Business Combination, contingent rights to recei ve up to 271,454 shares of common stock (the “Rights”) if the Company achieves certain earn-out conditions prior to the third anniversary of the Business Combination. None of the conditions have been achieved to date. The Company accounts for the Rights as derivative liabilities, which are remeasured to their current fair value as of the end of each reporting period, with changes in the fair value recorded to earnings. Preferred Stock The Board is authorized, subject to limitations prescribed by the law of the State of Delaware, to issue Leafly preferred stock from time to time in one or more series. The Board is authorized to establish the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board is able, without stockholder approval, to issue Leafly preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the Leafly common stock and could have anti-takeover effects. The ability of the Board to issue Leafly preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of Leafly or the removal of existing management. Leafly did no t have any issued and outstanding shares of preferred stock as of March 31, 2024 or December 31, 2023 . |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Warrants | NOTE 12 — Warrants Warrants Public Warrants At each of March 31, 2024 and December 31, 2023 , there were 7,105,772 warrants outstanding to purchase an aggregate of 355,288 shares of common stock that had been included in the units issued in Merida’s initial public offering (the “Public Warrants”). Each Public Warrant entitles the holder to purchase 0.05 shares of common stock at an exercise price of $ 230.00 per whole share. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants became exercisable 30 days after the closing of the Business Combination. The Public Warrants may not be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, during any period when the Company shall have failed to maintain an effective registration statement, warrant holders may exercise their Public Warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years after the Closing of the Business Combination or earlier upon redemption or liquidation. The Company may redeem the Public Warrants: • in whole and not in part; • at a price of $ 0.20 per warrant; • upon not less than 30 days’ prior written notice of redemption; • if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $ 360.00 per share for any 20 trading days within a 30 -trading day period commencing after the warrants became exercisable and ending on the third business day prior to the notice of redemption to the warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Private Warrants At each of March 31, 2024 and December 31, 2023 , there were 3,345,215 warrants outstanding to purchase an aggregate of 167,260 shares of common stock that Merida had sold to the Sponsor and EarlyBirdCapital in a private placement that took place simultan eously with Merida’s initial public offering (the “Private Warrants”). The Private Warrants are identical to the Public Warrants, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or salable until after the closing of the Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of shares of common stock issuable upon exercise of the Private Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the Private Warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Private Warrants. During the year ended December 31, 2023, Private Warrant holders converted 77,951 Private Warrants to Public Warrants. No such conversions were made during the three months ended March 31, 2024. The Company accounts for the Private Warrants as derivative liabilities, remeasured to fair value on a recurring basis, with changes in the fair value recorded to earnings. |
Equity Incentive and Other Plan
Equity Incentive and Other Plans | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive and Other Plans | NOTE 13 — Equity Incentive and Other Plans The Company currently has four equity plans: the New Leafly 2021 Equity Incentive Plan (the “2021 Plan”), the Legacy Leafly 2018 Equity Incentive Plan (the “2018 Plan”), the New Leafy Earn-Out Plan (the “Earn-Out Plan”), and the New Leafly 2021 Employee Stock Purchase Plan (the “ESPP”). Activity under the 2021 Plan and the ESPP are detailed below. There were no options or other equity awards granted under the 2018 Plan or the Earn-Out Plan during the three months ended March 31, 2024 or the year ended December 31, 2023. Stock-Based Compensation 2021 Plan The 2021 Plan became effective immediately upon closing of the Business Combination. Pursuant to the 2021 Plan, 225,125 shares of common stock were initially reserved for issuance. During the term of the 2021 Plan, the number of shares of common stock thereunder automatically increases on each January 1, commencing on January 1, 2023, and ending on (and including) January 1, 2031, by the lesser of (i) 10 % of the fully diluted shares of common stock as of the last day of the preceding fiscal year and (ii) 225,125 shares (adjusted pursuant to the terms of the 2021 Plan). Effective January 1, 2024, 225,144 shares of common stock were available for issuance under the 2021 Plan and 45,937 remained available at March 31, 2024. 2023 Awards • On March 14, 2023, the Company granted 31,567 annual incentive plan RSUs, which vested over four months . • On July 25, 2023, the Company granted: 125,559 service-based RSUs to employees, which are scheduled to vest over a two-year period from the initial vest date; 32,724 RSUs to non-employee Board members, which vested in full on August 20, 2023 ; and 23,634 PSUs to senior management, with vesting contingent upon the Company meeting certain fiscal year 2023 financial performance metrics, as specified in the award agreements. o On January 30, 2024, Leafly’s compensation committee approved the vesting of 30,560 PSUs related to the achievement of the Company’s 2023 ending cash performance target related to PSUs granted in 2022 and 2023. • On November 30, 2023, the Company granted 23,634 RSUs to senior management and on December 19, 2023, the Company granted a total of 19,440 RSUs to employees, all of which are scheduled to vest over a one-year period from the initial vest date. • On December 19, 2023, the Company granted 7,900 RSUs to employees which are scheduled to vest over a two-year period from the initial vest date and 1,800 RSUs to non-employee Board members, which are scheduled to vest on July 12, 2024. 2024 Awards On February 28 and March 26, 2024, Leafly awarded a total of 187,024 RSUs, of which 176,168 will vest quarterly in 25 % increments over one year and 10,856 RSUs will vest 50 % after one year and 12.5 % quarterly thereafter, to Leafly executives and other employees. Stock Options The fair value of each stock option award were estimated on the date of grant using the Black-Scholes option pricing model. No options were granted under the 2021 Plan during the three months ended March 31, 2024 or the year ended December 31, 2023. Stock option activity under the 2021 Plan for the periods presented was as follows: Number of Weighted Average Aggregate Weighted Average Outstanding at January 1, 2024 4,976 $ 39.60 $ — 8.64 Exercised — 0.00 Forfeited or expired — 0.00 Outstanding at March 31, 2024 4,976 $ 39.60 $ — 8.39 Vested and exercisable 2,593 $ 39.60 $ — 8.39 As of March 31, 2024 , there was $ 53 of total unrecognized compensation cost related to stock options granted under the 2021 Plan. That cost is expected to be recognized over a weighted-average remaining period of 1.86 years. Restricted Stock Units and Performance Stock Units RSU and PSU activity under the 2021 Plan for the periods presented was as follows: Number of Weighted Average Total Fair Value Unvested at January 1, 2024 209,946 $ 8.74 Granted 187,024 3.21 $ 600 Vested ( 63,019 ) 7.60 $ 291 Forfeited ( 7,814 ) 8.63 Unvested at March 31, 2024 326,137 $ 5.77 As of March 31, 2024, there was $ 1,640 total unrecognized compensation cost related to unvested RSUs and $ 6 total unrecognized compensation cost related to PSUs granted under the 2021 Plan, a majority of which relates to performance-based awards. The total cost is expected to be recognized over a weighted-average remaining period of 1.29 years. 2018 Plan The 2018 Plan became effective on April 17, 2018. The 2018 Plan terminated upon closing of the Business Combination in 2022, but then-outstanding options under the 2018 Plan remain outstanding pursuant to their terms, with adjustments to the number of shares and exercise prices to reflect the terms of the Business Combination. The fair value of each stock option award to employees was estimated on the date of grant using the Black-Scholes option pricing model. No grants were made under the 2018 Plan during the three months ended March 31, 2024 or the year ended December 31, 2023. Stock option activity under the 2018 Plan for the periods presented was as follows: Number of 1 Weighted Average Aggregate Weighted Average Outstanding at January 1, 2024 116,451 $ 34.24 3 4.65 Forfeited or expired ( 201 ) 135.21 Outstanding at March 31, 2024 116,250 $ 34.06 $ — 4.35 Vested and exercisable 69,498 $ 27.89 $ — 5.54 1. Includes 63,447 and 52,803 awards as of March 31, 2024 and 63,648 and 52,803 awards as of December 31, 2023, respectively, accounted for as service-based and market-based options, respectively, that are vested, that the Company currently deems probable of vesting, or in the case of market-based options, that the Company is expensing so long as the respective service conditions are met. The market-based options will vest only if the price of the Company's common stock reaches a $ 1 billion market capitalization target for any 20 days during a 30 -day period on or before February 4, 2026, the fourth anniversary of the closing of the Business Combination. As of March 31, 2024, ther e was: (i) $ 230 of unrecognized compensation cost related to service-based 2018 Plan option awards, which is expected to be recognized over a remaining weighted-average service period of approximately 1.32 years; and (ii) $ 88 of unrecognized compensation cost related to market-based 2018 Plan option awards, which is expected to be recognized over a weighted-average remaining service period of approximately 0.10 years. Stock-Based Compensation Expense The following table presents the classification of stock-based compensation expense under the 2021 Plan, the 2018 Plan and the ESPP: Three Months Ended March 31, 2024 2023 Sales and marketing $ 43 $ 76 Product development 94 $ 109 General and administrative 461 $ 473 $ 598 $ 658 Employee Stock Purchase Plan The ESPP became effective immediately upon closing of the Business Combination. Pursuant to the ESPP, 56,281 shares of common stock were initially reserved for issuance. During the term of the ESPP, the number of shares of common stock thereunder automatically increases on each January 1, commencing on January 1, 2023 and ending on (and including) January 1, 2031, by the lesser of (i) 2.5 % of the fully diluted shares of common stock as of the last day of the preceding fiscal year and (ii) 56,281 shares (as adjusted pursuant to the terms of the ESPP). Effective January 1, 2024, 59,304 shares of common stock were available for issuance under the ESPP and 50,861 remained available at March 31, 2024. • On March 15, 2023, eligible employees purchased 14,441 shares for a total purchase price of $ 120 . • On September 15, 2023, eligible employees purchased 5,701 shares for a total purchase price of $ 48 . • On March 15, 2024, eligible employees purchased 8,443 shares for a total purchase price of $ 16 . The Company's current offering period runs from March 16, 2024 through September 15, 2024. Stock-based compensation expense includes $ 10 related to the ESPP for the three months ended March 31, 2024 and $ 49 for the three months ended March 31, 2023. Earn-Out Plan The Earn-Out Plan became effective immediately upon closing of the Business Combination. Pursuant to the Earn-Out Plan, approximately 28,546 shares of common stock have been reserved for issuance to employees and certain other eligible parties in the form of RSUs. These RSUs will vest if the Company achieves certain thresholds prior to the third anniversary of the closing of the Business Combination. No RSUs have been awarded under the Earn-Out Plan as of March 31, 2024. Defined Contribution Plan The Company recognized expense from matching contributions to the Company-sponsored defined contribution retirement (401k) plan as follows for the periods presented: Three Months Ended March 31, 2024 2023 401(k) matching contributions $ 141 $ 233 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 14 — Related Party Transactions At December 31, 2022, the Company owed $ 10 to two members of its Board, which is included in accrued expenses and other current liabilities on Leafly's consolidated balance sheet and was repaid during the first quarter of 2023. There were no such payments during the three months ended March 31, 2024. Effective September 1, 2023, the Company entered into a consulting agreement with Peter Lee, a member of the Company’s Board ( Note 18 ), at a rate of $ 30 per month for an initial term of two months, extendable for a second term of two months, for a total maximum term of four months. Under the agreement, Mr. Lee is providing the Company with certain consultancy services related to the Company’s business strategies. During the year ended December 31, 2023, Mr. Lee earned $ 120 under the agreement and, at December 31, 2023, the Company owed $ 90 to Mr. Lee, which was included in accrued expenses and other current liabilities on Leafly’s consolidated balance sheet at December 31, 2023 and was repaid during the three months ended March 31, 2024 . |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Reporting | NOTE 15 — Segment Reporting Segment revenue, cost of sales and gross profit were as follows during the periods presented: Three Months Ended March 31, 2024 2023 Revenue: Retail $ 7,871 $ 9,470 Brands 1,177 1,779 Total revenue $ 9,048 $ 11,249 Retail Cost of Sales: Merchant Processing fees $ 181 $ 201 Business platform 195 386 Website infrastructure 207 237 Labor allocation 259 316 842 1,140 Brands Cost of Sales: Merchant Processing fees 27 38 Website infrastructure 31 45 Labor allocation 39 59 Other 37 64 134 206 Total cost of sales $ 976 $ 1,346 Gross profit: Retail $ 7,029 $ 8,330 Brands 1,043 1,573 Total gross profit $ 8,072 $ 9,903 Assets are not allocated to segments for internal reporting presentations, nor are depreciation and amortization. Geographic Areas The Company’s operations are primarily in the U.S. and to a lesser extent, in Canada. Refer to Note 8 for revenue classified by major geographic area. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 16 — Income Taxes The Company’s effective tax rate was 0 % for the three months ended March 31, 2024 and 2023 . The effective tax rate was lower than the U.S. federal statutory rate of 21 % due to the Company’s full valuation allowance recorded against its deferred tax assets. The Company had net operating loss carryforwards (“NOLs”) for federal, state and foreign income tax purposes of approximately $ 81,324 , $ 60,498 and $ 5,327 , respectively, as of December 31, 2023 . The Company's state NOL will begin to expire in 2039 , all of the Company's federal NOLs will last indefinitely and the Company’s foreign NOL will begin to expire in 2037 . The Internal Revenue Code of 1986, as amended (the “Code”), imposes restrictions on the utilization of NOLs in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use NOLs may be limited as prescribed under Code Section 382 (“IRC Section 382”). Events which may cause limitations in the amount of the NOLs that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50 % over a three-year period. Utilization of the federal and state NOLs may be subject to substantial annual limitation due to the ownership change limitations provided by the IRC Section 382 and similar state provisions. The annual limitation may result in the expiration of the net operating loss before utilization. The Company has not performed a Section 382 study as of December 31, 2023 due to its full valuation allowance. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Under the Tax Cuts and Jobs Act of 2017, research and development costs are no longer fully deductible and are required to be capitalized and amortized for U.S. tax purposes effective January 1, 2022. The mandatory capitalization requirement had no material impact to the Company during the year ended December 31, 2023. The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. Management believes all the income tax returns filed since inception remain open to examination by the major domestic and foreign taxing jurisdictions to which the Company is subject due to NOLs. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 17 — Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Shares repurchased and held in treasury by the Company are removed from the weighted-average number of shares of common stock outstanding as of the date of repurchase. The Company considers its preferred stock to be participating securities. As of March 31, 2024 and March 31, 2023, the Company ha d 81,260 outstanding shares of common stock that are in escrow and subject to earn-out conditions and thus forfeiture, which do not meet the criteria for participating securities (see Note 11 for additional information). Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss is not attributed to the preferred stock as the holders of the preferred stock do not have a contractual obligation to share in any losses. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of non-participating shares of common stock that are subject to forfeiture, stock options, preferred stock, convertible notes, and other securities outstanding. Certain securities are antidilutive and as such, are excluded from the calculation of diluted earnings per share and disclosed separately. Because of the nature of the calculation, particular securities may be dilutive in some periods and anti-dilutive in other periods. The following table presents the computation of basic and diluted net loss per share attributable to common stockholders, as a group, for the periods presented: Three Months Ended March 31, 2024 2023 Total undistributed loss $ ( 2,387 ) $ ( 5,397 ) Common stock and common stock equivalents 2,196,161 1,935,229 Basic net loss per share $ ( 1.09 ) $ ( 2.79 ) Diluted net loss per share $ ( 1.09 ) $ ( 2.79 ) The following shares of common stock subject to certain instruments were excluded from the computation of diluted net income per share attributable to common stockholders for the periods presented as their effect would have been antidilutive: Three Months Ended March 31, 2024 2023 Shares subject to warrants 522,549 522,549 Shares subject to convertible promissory notes 121,550 124,000 Shares subject to ESPP 5,087 11,112 Escrow Shares 81,260 81,260 Shares subject to outstanding common stock options, RSUs and PSUs 321,552 242,638 Shares subject to stockholder earn-out rights 271,454 271,454 1,323,452 1,253,013 See Note 9 for additional information regarding convertible promissory notes, Note 11 for additional information regarding stockholder earn-out rights, preferred stock, and Escrow Shares, Note 12 for additional information regarding warrants, and Note 13 for additional information regarding stock options, RSUs and PSUs. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 18 — Subsequent Events Appointment of Executive Officer Effective May 1, 2024, Peter Lee, age 47, entered into an offer letter with the Company to serve as President and Chief Operating Officer of the Company on an at-will basis. Mr. Lee has served as a member of the Board since February 4, 2022. Second Partial Note Conversion On May 7, 2024, the Company and each of the 2022 Note holders executed a notice of conversion and consent (the “Second Conversion Notice”) to effect a temporary and limited adjustment to the conversion price under the 2022 Notes ( Note 9 ). Pursuant to the Second Conversion Notice, the conversion price under the 2022 Notes was equal to the dollar amount that was 5 % less than the last reported sale price of the Company’s Common Stock on the trading day prior to the date of the Second Conversion Notice, or $ 2.8405 (the “Second Conversion Price Adjustment”). The Second Conversion Price Adjustment was available for a period of five business days from the date of the Second Conversion Notice or until conversion requests for up to 96,813 shares were received, whichever was earlier. On May 7, 2024, one holder tendered a conversion request for $ 275 at the Second Conversion Price Adjustment, resulting in the issuance of an aggregate of 96,813 shares of Common Stock and a corresponding reduction in the outstanding amount of the 2022 Notes of $ 275 . |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The interim condensed consolidated financial statements have been prepared in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting and should be read in conjunction with the Company's audited consolidated financial statements for the years ended December 31, 2023 and 2022, and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Leafly for the year ended December 31, 2023, each of which was filed with the SEC on April 1, 2024 (the “2023 Financial Information”). These condensed consolidated financial statements are unaudited and, in management's opinion, include all adjustments, consisting of normal recurring estimates and accruals necessary for a fair presentation of our consolidated cash flows, operating results, and balance sheets for the periods presented. Actual results may differ from these estimates and assumptions. The results of operations for any interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations o f the SEC for interim reporting. All intercompany balances and transactions have been eliminated upon consolidation. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. Under the rules of ASC Subtopic 205-40 “Presentation of Financial Statements-Going Concern” (“ASC 205-40”), reporting companies are required to evaluate whether conditions and/or events raise substantial doubt about their ability to meet their future financial obligations as they become due within one year after the date that the financial statements are issued. This evaluation takes into account a company’s current available cash and projected cash needs over the one-year evaluation period but may not consider things beyond its control. The Company has $ 29,700 of 2022 Notes maturing on January 31, 2025 ( Note 9 ) and based on the Company’s current liquidity position would not be able to repay the 2022 Notes when due. In addition, Leafly has experienced revenue declines, incurred recurring operating losses, used cash from operations, and relied on the capital raised in the Business Combination to continue ongoing operations. These conditions, when considered in the aggregate, raise substantial doubt about Leafly’s ability to continue as a going concern within one year of the date these financial statements are issued. In response to these conditions, Leafly management took the following actions: • The Company implemented previous restructuring plans, most recently during the first quarter of 2023, which reduced its labor force and substantially decreased costs in fiscal year 2023 as compared to fiscal year 2022. The Company still expects to recognize the full-year impact of its 2023 restructuring in 2024. • During the fourth quarter of 2023, the Company began exploring opportunities to address the upcoming maturity of its 2022 Notes. In December 2023 and May 2024, the Company worked with its noteholders and converted $ 300 and $ 275 ( Note 18 ), respectively, of the outstanding principal to equity. • In early 2024, the Company began an initiative to improve revenues by hiring eight sales professionals and implementing improved selling strategies. In addition, during the first quarter of 2024, the Company also terminated several employees resulting in a net reduction of nine employees. The restructuring plans above have been implemented and have significantly contributed to the cash savings of the Company. The Company’s management is closely monitoring and reducing operating expenses where it is able to, while ensuring the trajectory and viability of the business remains intact. However, the Company cannot meet its debt maturity obligations without a significant capital infusion or a lender’s commitment to refinance the debt. After considering all available evidence, Leafly’s management determined that, the combined impact of the cost reduction measures outlined in both actions above, Leafly’s current negative working capital as of March 31, 2024 and planned operations will not be sufficient to meet its capital requirements for a period of at least 12 months from the date that these March 31, 2024 financial statements are issued and that substantial doubt exists about Leafly’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Consolidation | All intercompany balances and transactions have been eliminated upon consolidation. |
Reverse Stock Split | Reverse Stock Split On September 12, 2023, the Company implemented a one-for-twenty reverse split of its common stock ( Note 12 ). To facilitate comparative analysis, all statements in this Quarterly Report regarding numbers of shares of common stock and all references to prices of a share of common stock, if referencing events or circumstances occurring prior to September 12, 2023, have been retroactively restated to reflect the effect of the reverse stock split on a pro forma basis. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation (e.g. change in fair value of derivatives are now classified within other income and expense and derivative liabilities are now included with other current and other long-term liabilities). These reclassifications had no effect on the reported net loss . |
Seasonality | Seasonality We may experience seasonality in our business, which we believe has moderate impacts on our overall revenue. In certain years, we've seen seasonal fluctuations that coincide with either federal holidays, generally in the fourth quarter, or industry holidays and events, generally in the spring. Our industry and business history is limited and therefore we cannot be certain that these are known trends or that other trends may develop. |
Emerging Growth Company Status | Emerging Growth Company Status Leafly is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Under the JOBS Act, EGCs can delay adopting new or revised accounting standards issued until such time as those standards apply to private companies. The Company has elected to use this extended transition period. In providing this relief, the JOBS Act does not preclude the Company from adopting a new or revised accounting standard earlier than the time that such standard applies to private companies. Leafly will continue to use this relief until the earlier of the date that it (a) is no longer an EGC or (b) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. |
Use of Estimates | These condensed consolidated financial statements are unaudited and, in management's opinion, include all adjustments, consisting of normal recurring estimates and accruals necessary for a fair presentation of our consolidated cash flows, operating results, and balance sheets for the periods presented. Actual results may differ from these estimates and assumptions. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses in the condensed consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates. Such estimates include those related to the allowance for credit losses; the valuation allowance for deferred income tax assets; the fair value of the convertible promissory notes; the estimate of capitalized software costs and useful life of capitalized software; and the fair value of equity issuances. Management bases its estimates on historical experience, knowledge of current events and actions it may undertake in the future that management believes to be reasonable under the circumstances. Actual results may differ from these estimates and assumptions. |
Significant Accounting Policies | Significant Accounting Policies The unaudited interim financial statements should be read in conjunction with the Company's 2023 Financial Information, which describes the Company's significant accounting policies. There have been no material changes to the Company's significant accounting policies during the three months ended March 31, 2024 compared to the Company’s 2023 Financial Information. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Issued But Not Yet Adopted In 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09 —Income Taxes (Topic 740). This ASU expands income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU is effective for fiscal years beginning after December 15, 2024. Recently Adopted Accounting Pronouncements The Company adopted Accounting Standards Update 2023-07 (“ASU 2023-07”) effective January 1, 2024. ASU 2023-07 requires expanded segment reporting disclosures ( Note 15 ). Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the Company, or they are not expected to have a material impact on the consolidated financial statements |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash, cash equivalents, and restricted cash consisted of the following: March 31, 2024 December 31, 2023 Cash and cash equivalents $ 14,100 $ 15,293 Restricted cash - long-term portion 248 251 $ 14,348 $ 15,544 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Schedule of Allowance for Doubtful Accounts | The following table presents the allowance for credit loss and the changes therein: Three Months Ended March 31, 2024 2023 Balance, beginning of period $ 1,398 $ 908 Add: provision for credit loss, net of recoveries 496 725 Less: write-offs ( 1,100 ) ( 542 ) Balance, end of period $ 794 $ 1,091 |
Prepaid Expenses and Other As_2
Prepaid Expenses and Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Assets | Prepaid expenses and other assets consisted of the following: March 31, 2024 December 31, 2023 Prepaid subscriptions $ 496 $ 568 Prepaid insurance 1,559 350 Other prepaid assets 123 82 Other current assets 47 74 Subtotal, current portion 2,225 1,074 Prepaid expenses, long-term portion 10 28 Total $ 2,235 $ 1,102 |
Property, Equipment, and Softwa
Property, Equipment, and Software, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property, equipment, and software consisted of the following: March 31, 2024 December 31, 2023 Furniture and equipment $ 445 $ 447 Capitalized internal-use software 3,866 3,655 4,311 4,102 Less: accumulated depreciation and amortization ( 1,875 ) ( 1,548 ) $ 2,436 $ 2,554 |
Schedule Of Depreciation and Amortization Expense | The Company recognized depreciation and amortization expense as follows: Three Months Ended March 31, 2024 2023 Depreciation expense $ 16 $ 23 Amortization of capitalized internal-use software 313 172 Total depreciation and amortization $ 329 $ 195 During the three months ended March 31, 2024 , the Company disposed of equipment with a book value of $ 0 for $ 2 , resulting in a gain on disposal of $ 2 . During the three months ended March 31, 2023, the Company disposed of equipment with a book value of $ 0 for $ 10 , resulting in a gain on disposal of $ 10 . |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses consisted of the following: March 31, 2024 December 31, 2023 Short-term financing 1 $ 1,264 $ — Other employee-related liabilities 1,137 969 Accrued interest 396 999 Accrued bonuses 107 — Other accrued expenses 2 704 535 $ 3,608 $ 2,503 1. On February 6, 20 24, Leafly entered into a short-term financing arrangement to fund 75 % of its directors and officers insurance policies. The $ 1,399 that was financed plus interest at 8.97 % will be repaid in 10 monthly installments of $ 146 beginning March 1, 2024. The lender has a security interest in the underlying insurance policy. 2. There are no individual items within this balance that exceed 10% of the total of the table . |
Deferred Revenue and Revenue _2
Deferred Revenue and Revenue by Type (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the Company's revenue by service type: Three Months Ended March 31, 2024 2023 Advertising 1 $ 8,880 $ 11,186 Other services 1 168 63 $ 9,048 $ 11,249 1. Amounts for the prior period have been reclassified to conform to the current period presentation. The following table presents the Company's revenue by geographic region: Three Months Ended March 31, 2024 2023 United States 1 $ 8,629 $ 10,805 All other countries 1 419 444 $ 9,048 $ 11,249 1. Amounts for the prior period have been reclassified to conform to the current period presentation. The following table presents the Company's revenue by state: Three Months Ended March 31, 2024 2023 Arizona 24 % 20 % California 11 % 12 % Oregon 11 % 11 % The following table presents the Company's revenue by timing of recognition: Three Months Ended March 31, 2024 2023 Over Time 1 Retail 2 $ 7,871 $ 9,470 Brands 3 843 1,362 8,714 10,832 Point in time 1 Brands 4 334 417 $ 9,048 $ 11,249 1. Amounts for the prior period have been reclassified to conform to the current period presentation. 2. Revenues from subscription services and display ads. 3. Revenues from brand profile subscriptions and digital media (including display ads and audience extension). 4. Revenues from channel advertising (including direct to consumer email). |
Schedule of Deferred Revenue | The following table presents the Company's deferred revenue balances and changes therein: Three Months Ended March 31, 2024 2023 Balance, beginning of period $ 1,764 $ 1,958 Add: net increase in current period contract liabilities 1,550 1,951 Less: revenue recognized from beginning balance ( 1,437 ) ( 1,729 ) Balance, end of period $ 1,877 $ 2,180 |
Equity Incentive and Other Pl_2
Equity Incentive and Other Plans (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | Stock option activity under the 2021 Plan for the periods presented was as follows: Number of Weighted Average Aggregate Weighted Average Outstanding at January 1, 2024 4,976 $ 39.60 $ — 8.64 Exercised — 0.00 Forfeited or expired — 0.00 Outstanding at March 31, 2024 4,976 $ 39.60 $ — 8.39 Vested and exercisable 2,593 $ 39.60 $ — 8.39 Stock option activity under the 2018 Plan for the periods presented was as follows: Number of 1 Weighted Average Aggregate Weighted Average Outstanding at January 1, 2024 116,451 $ 34.24 3 4.65 Forfeited or expired ( 201 ) 135.21 Outstanding at March 31, 2024 116,250 $ 34.06 $ — 4.35 Vested and exercisable 69,498 $ 27.89 $ — 5.54 1. Includes 63,447 and 52,803 awards as of March 31, 2024 and 63,648 and 52,803 awards as of December 31, 2023, respectively, accounted for as service-based and market-based options, respectively, that are vested, that the Company currently deems probable of vesting, or in the case of market-based options, that the Company is expensing so long as the respective service conditions are met. The market-based options will vest only if the price of the Company's common stock reaches a $ 1 billion market capitalization target for any 20 days during a 30 -day period on or before February 4, 2026, the fourth anniversary of the closing of the Business Combination. |
Schedule of Restricted Stock Unit Activity | RSU and PSU activity under the 2021 Plan for the periods presented was as follows: Number of Weighted Average Total Fair Value Unvested at January 1, 2024 209,946 $ 8.74 Granted 187,024 3.21 $ 600 Vested ( 63,019 ) 7.60 $ 291 Forfeited ( 7,814 ) 8.63 Unvested at March 31, 2024 326,137 $ 5.77 |
Schedule of Stock-Based Compensation Expense | The following table presents the classification of stock-based compensation expense under the 2021 Plan, the 2018 Plan and the ESPP: Three Months Ended March 31, 2024 2023 Sales and marketing $ 43 $ 76 Product development 94 $ 109 General and administrative 461 $ 473 $ 598 $ 658 |
Summary of Defined Contribution Retirement (401k) Plan | The Company recognized expense from matching contributions to the Company-sponsored defined contribution retirement (401k) plan as follows for the periods presented: Three Months Ended March 31, 2024 2023 401(k) matching contributions $ 141 $ 233 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Revenue and Gross Profit | Segment revenue, cost of sales and gross profit were as follows during the periods presented: Three Months Ended March 31, 2024 2023 Revenue: Retail $ 7,871 $ 9,470 Brands 1,177 1,779 Total revenue $ 9,048 $ 11,249 Retail Cost of Sales: Merchant Processing fees $ 181 $ 201 Business platform 195 386 Website infrastructure 207 237 Labor allocation 259 316 842 1,140 Brands Cost of Sales: Merchant Processing fees 27 38 Website infrastructure 31 45 Labor allocation 39 59 Other 37 64 134 206 Total cost of sales $ 976 $ 1,346 Gross profit: Retail $ 7,029 $ 8,330 Brands 1,043 1,573 Total gross profit $ 8,072 $ 9,903 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation Basic and Diluted Net (Loss) Income Per Share | The following table presents the computation of basic and diluted net loss per share attributable to common stockholders, as a group, for the periods presented: Three Months Ended March 31, 2024 2023 Total undistributed loss $ ( 2,387 ) $ ( 5,397 ) Common stock and common stock equivalents 2,196,161 1,935,229 Basic net loss per share $ ( 1.09 ) $ ( 2.79 ) Diluted net loss per share $ ( 1.09 ) $ ( 2.79 ) |
Schedule of Antidilutive Shares | The following shares of common stock subject to certain instruments were excluded from the computation of diluted net income per share attributable to common stockholders for the periods presented as their effect would have been antidilutive: Three Months Ended March 31, 2024 2023 Shares subject to warrants 522,549 522,549 Shares subject to convertible promissory notes 121,550 124,000 Shares subject to ESPP 5,087 11,112 Escrow Shares 81,260 81,260 Shares subject to outstanding common stock options, RSUs and PSUs 321,552 242,638 Shares subject to stockholder earn-out rights 271,454 271,454 1,323,452 1,253,013 |
Description of the Business a_2
Description of the Business and Business Combination - Significant Sources and Uses of Cash (Details) | Feb. 04, 2022 |
Convertible Senior Notes | 2021 Notes | |
Schedule Of Reverse Recapitalization [Line Items] | |
Conversion ratio | 0.0164 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 USD ($) Employee | Dec. 31, 2023 USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Outstanding principal amount | $ 275 | $ 300 |
Net reduction of employees | Employee | 9 | |
Maturing On January 31 2025 | ||
Property, Plant and Equipment [Line Items] | ||
Aggregate principal amount | $ 29,700 |
Cash, Cash Equivalents, and R_3
Cash, Cash Equivalents, and Restricted Cash - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 14,100 | $ 15,293 | ||
Restricted cash - long-term portion | 248 | 251 | ||
Cash, cash equivalents, and restricted cash | $ 14,348 | $ 15,544 | $ 15,563 | $ 25,202 |
Accounts Receivable, Net - Narr
Accounts Receivable, Net - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Receivables [Abstract] | ||
Accounts receivable, net | $ 2,152 | $ 2,635 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance, beginning of period | $ 1,398 | $ 908 |
Add: provision for credit loss, net of recoveries | 496 | 725 |
Less: write-offs | (1,100) | (542) |
Balance, end of period | $ 794 | $ 1,091 |
Prepaid Expenses and Other As_3
Prepaid Expenses and Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid subscriptions | $ 496 | $ 568 |
Prepaid insurance | 1,559 | 350 |
Other prepaid assets | 123 | 82 |
Other current assets | 47 | 74 |
Subtotal, current portion | 2,225 | 1,074 |
Prepaid expenses, long-term portion | 10 | 28 |
Total | $ 2,235 | $ 1,102 |
Property, Equipment, and Soft_2
Property, Equipment, and Software, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,311 | $ 4,102 |
Less: accumulated depreciation and amortization | (1,875) | (1,548) |
Property, equipment, and software, net | 2,436 | 2,554 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 445 | 447 |
Capitalized Internal Use Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,866 | $ 3,655 |
Property, Equipment, and Soft_3
Property, Equipment, and Software, Net - Schedule Of Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 16 | $ 23 |
Amortization of capitalized internal-use software | 313 | 172 |
Total depreciation and amortization | $ 329 | $ 195 |
Property, Equipment, and Soft_4
Property, Equipment, and Software, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Proceeds from sale of property and equipment | $ 2 | $ 10 |
Loss on disposition of assets | 2 | 10 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Disposals | 0 | 0 |
Proceeds from sale of property and equipment | 2 | 10 |
Loss on disposition of assets | $ 2 | $ 10 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Feb. 06, 2024 | Dec. 31, 2023 | |||
Payables and Accruals [Abstract] | ||||||
Short-term financing | $ 1,264 | [1] | $ 1,399 | $ 0 | [1] | |
Other employee-related liabilities | 1,137 | 969 | ||||
Accrued interest | 396 | 999 | ||||
Accrued bonuses | 107 | 0 | ||||
Other accrued expenses | [2] | 704 | 535 | |||
Accrued expenses and other current liabilities | $ 3,608 | $ 2,503 | ||||
[1] On February 6, 20 24, Leafly entered into a short-term financing arrangement to fund 75 % of its directors and officers insurance policies. The $ 1,399 that was financed plus interest at 8.97 % will be repaid in 10 monthly installments of $ 146 beginning March 1, 2024. The lender has a security interest in the underlying insurance policy. There are no individual items within this balance that exceed 10% of the total of the table |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Parenthetical) (Details) - USD ($) $ in Thousands | Feb. 06, 2024 | Mar. 31, 2024 | [1] | Dec. 31, 2023 | [1] |
Payables and Accruals [Abstract] | |||||
Percentage of directors and officers insurance policies short term financing arrangement | 75% | ||||
Short-term financing | $ 1,399 | $ 1,264 | $ 0 | ||
Interest rate | 8.97% | ||||
Monthly installments | $ 146 | ||||
Short term debt, terms | 10 monthly installments | ||||
[1] On February 6, 20 24, Leafly entered into a short-term financing arrangement to fund 75 % of its directors and officers insurance policies. The $ 1,399 that was financed plus interest at 8.97 % will be repaid in 10 monthly installments of $ 146 beginning March 1, 2024. The lender has a security interest in the underlying insurance policy. |
Deferred Revenue and Revenue _3
Deferred Revenue and Revenue by Type - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Change in Contract with Customer, Liability [Roll Forward] | ||
Balance, beginning of period | $ 1,764 | $ 1,958 |
Add: net increase in current period contract liabilities | 1,550 | 1,951 |
Less: revenue recognized from beginning balance | (1,437) | (1,729) |
Balance, end of period | $ 1,877 | $ 2,180 |
Deferred Revenue and Revenue _4
Deferred Revenue and Revenue by Type - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 9,048 | $ 11,249 |
Retail | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,871 | 9,470 |
Brands | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,177 | 1,779 |
Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,714 | 10,832 |
Over Time | Retail | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,871 | 9,470 |
Over Time | Brands | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 843 | 1,362 |
Point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 9,048 | 11,249 |
Point in time | Brands | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 334 | 417 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,629 | 10,805 |
All other countries | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 419 | $ 444 |
Arizona | Revenue | Geographic concentration risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 24% | 20% |
California | Revenue | Geographic concentration risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 11% | 12% |
Oregon | Revenue | Geographic concentration risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 11% | 11% |
Advertising | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 8,880 | $ 11,186 |
Other services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 168 | $ 63 |
Convertible Promissory Notes -
Convertible Promissory Notes - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | ||||
Dec. 19, 2023 USD ($) shares | Dec. 18, 2023 $ / shares | Jan. 31, 2022 USD ($) Days $ / shares | Mar. 31, 2024 USD ($) | Feb. 06, 2024 | |
Debt Instrument [Line Items] | |||||
Interest rate | 8.97% | ||||
2022 Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 1,000 | ||||
Convertible Senior Notes | 2022 Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | 30,000 | ||||
Debt issuance costs | 714 | ||||
Debt discount | $ 924 | ||||
Interest rate | 8% | ||||
Effective interest rate | 9.84% | ||||
Debt conversion, converted instrument, amount | $ 1,000 | ||||
Conversion share price (in usd per share) | $ / shares | $ 250 | ||||
Stock price trigger (in usd per share) | $ / shares | $ 360 | ||||
Threshold trading days | Days | 20 | ||||
Threshold consecutive trading days | Days | 30 | ||||
Redemption price percentage | 100% | ||||
Repurchase price percentage | 100% | ||||
Conversion percentage of stock price trigger | 5% | ||||
Conversion price adjustment per share | $ / shares | $ 4.978 | ||||
Conversion price received | $ 300 | ||||
Conversion price adjustment | $ 300 | ||||
Net carrying amount | $ 29,221 | ||||
Unamortized issuance costs | 479 | ||||
Conversion of stock (in shares) | shares | 60,265 | ||||
Reduction of outstanding amount | $ 300 | ||||
Increase to additional paid-in capital | $ 24 | ||||
Convertible Senior Notes | 2022 Notes | Level 3 | |||||
Debt Instrument [Line Items] | |||||
Fair value | $ 27,600 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||||
Sep. 12, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 02, 2022 | Oct. 28, 2022 | |
Stockholders Equity | $ (14,271) | $ (11,026) | $ (12,458) | $ (6,407) | |||
Net (loss) income | (2,387) | $ (5,397) | |||||
Nasdaq | |||||||
Securities, Market value | $ 50,000 | ||||||
Reverse stock split | one-for-twenty | ||||||
Minimum closing bid price | $ 1 | ||||||
Minimum [Member] | |||||||
Stockholders Equity | 2,500 | ||||||
Net (loss) income | 500 | ||||||
Market Value of Listed Securities | $ 35,000 |
Stockholders' Deficit - Narrati
Stockholders' Deficit - Narrative (Details) $ / shares in Units, $ in Thousands | Sep. 12, 2023 shares | Aug. 01, 2022 USD ($) $ / shares shares | Feb. 04, 2022 Days $ / shares shares | Mar. 31, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares | Mar. 31, 2023 shares |
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 | ||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 | ||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, issued (in shares) | 0 | 0 | ||||
Preferred stock, outstanding (in shares) | 0 | 0 | ||||
Common Stock | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Purchase of treasury stock (in shares) | 154,055 | |||||
Treasury stock (in usd per share) | $ / shares | $ 205.6 | |||||
Purchase of treasury stock | $ | $ 31,663 | |||||
Common Stock | Payment using Restricted Cash | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Purchase of treasury stock | $ | 31,303 | |||||
Common Stock | Remaining in Accrued Expenses and Other Current Liabilities | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Purchase of treasury stock | $ | $ 360 | |||||
Sponsor, escrow shares | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Earn-out shares (in shares) | 81,260 | 81,260 | 81,260 | |||
Leafly stockholders | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Reverse stock split on common stock shares aggragated on fractional | 34,192 | |||||
Number of fractional shares under conversion of stock shares | 0 | |||||
Earn-out shares (in shares) | 271,454 | |||||
Leafly stockholders | Common Stock | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Reverse stock split | one-for-twenty | |||||
Derivative instrument, period, one | Sponsor, escrow shares | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Earn-out shares, percentage of shares released from escrow | 50% | |||||
Earn-out shares, earn-out period, stock price trigger (in usd per share) | $ / shares | $ 270 | |||||
Earn-out shares, earn-out period | 2 years | |||||
Earn-out shares, threshold trading days | Days | 20 | |||||
Earn-out shares, threshold consecutive trading days | 30 days | |||||
Derivative instrument, period, two | Sponsor, escrow shares | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Earn-out shares, percentage of shares released from escrow | 50% | |||||
Earn-out shares, earn-out period, stock price trigger (in usd per share) | $ / shares | $ 310 | |||||
Earn-out shares, earn-out period | 3 years | |||||
Earn-out shares, threshold trading days | Days | 20 | |||||
Earn-out shares, threshold consecutive trading days | 30 days |
Warrants - Narrative (Details)
Warrants - Narrative (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 Days $ / shares shares | Dec. 31, 2023 shares | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 7,105,772 | 7,105,772 |
Warrants, exercise price (in usd per share) | $ / shares | $ 230 | |
Warrants, exercisable, period from completion of business combination | 30 days | |
Warrants expiration period | 5 years | |
Redemption price of warrants (in usd per share) | $ / shares | $ 0.2 | |
Redemption notice period | 30 days | |
Redemption stock price trigger (in usd per share) | $ / shares | $ 360 | |
Redemption stock price threshold trading days | Days | 20 | |
Redemption stock price threshold consecutive trading days | 30 days | |
Warrants, number of shares converted into by each warrant | 0.05 | |
Purchase of common stock | 355,288 | 355,288 |
Private Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 3,345,215 | 3,345,215 |
Number of private warrants converted to public | 0 | 77,951 |
Purchase of common stock | 167,260 | 167,260 |
Equity Incentive and Other Pl_3
Equity Incentive and Other Plans - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||
Mar. 31, 2024 USD ($) Plan shares | Mar. 26, 2024 shares | Feb. 28, 2024 shares | Jan. 30, 2024 shares | Dec. 19, 2023 shares | Nov. 30, 2023 shares | Jul. 25, 2023 shares | Mar. 14, 2023 shares | Feb. 04, 2022 USD ($) Days shares | Mar. 31, 2024 USD ($) Plan shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 shares | Mar. 15, 2024 USD ($) shares | Jan. 01, 2024 shares | Sep. 15, 2023 USD ($) shares | Mar. 15, 2023 USD ($) shares | Jan. 01, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of equity plans | Plan | 4 | 4 | |||||||||||||||
Options granted (in shares) | 0 | 0 | |||||||||||||||
Stock-based compensation expense | $ | $ 598 | $ 658 | |||||||||||||||
Service-based awards | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Unrecognized compensation cost, recognition period | 1 year 3 months 25 days | ||||||||||||||||
Employee Stock | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Common stock reserved for issuance (in shares) | 56,281 | 59,304 | |||||||||||||||
Common stock reserved for issuance remaining (in shares) | 50,861,000 | 50,861,000 | |||||||||||||||
Common stock reserved for issuance, annual increase percentage | 2.50% | ||||||||||||||||
Common stock reserved for issuance, annual increase (in shares) | 56,281 | ||||||||||||||||
2024 Awards | Restricted stock units | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Equity instruments other than options, grants in period (in shares) | 187,024 | 187,024 | |||||||||||||||
2024 Awards | Restricted stock units | Vesting tranche one | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Vested (in shares) | 176,168 | 176,168 | |||||||||||||||
Vesting Period | 1 year | 1 year | |||||||||||||||
Vesting percentage | 25% | 25% | |||||||||||||||
2024 Awards | Restricted stock units | Vesting tranche two | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Vested (in shares) | 10,856 | 10,856 | |||||||||||||||
Vesting Period | 1 year | 1 year | |||||||||||||||
Vesting percentage | 50% | 50% | |||||||||||||||
2024 Awards | Restricted stock units | Vesting tranche three | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Vesting Period | 3 months | 3 months | |||||||||||||||
Vesting percentage | 12.50% | 12.50% | |||||||||||||||
2023 Awards | Restricted stock units | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Equity instruments other than options, grants in period (in shares) | 31,567 | ||||||||||||||||
Vesting Period | 4 months | ||||||||||||||||
2023 Awards | Restricted stock units | Non-employee Board members | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Equity instruments other than options, grants in period (in shares) | 1,800 | 32,724 | |||||||||||||||
Vesting date | Aug. 20, 2023 | ||||||||||||||||
2023 Awards | Restricted stock units | Senior management | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Equity instruments other than options, grants in period (in shares) | 23,634 | ||||||||||||||||
2023 Awards | Restricted stock units | Employee | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Equity instruments other than options, grants in period (in shares) | 125,559 | ||||||||||||||||
2023 Awards | Restricted stock units | Vesting tranche one | Employee | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Equity instruments other than options, grants in period (in shares) | 19,440 | ||||||||||||||||
2023 Awards | Restricted stock units | Vesting tranche two | Employee | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Equity instruments other than options, grants in period (in shares) | 7,900 | ||||||||||||||||
2023 Awards | Performance-based awards | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Vested (in shares) | 30,560 | ||||||||||||||||
2023 Awards | Performance-based awards | Senior management | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Equity instruments other than options, grants in period (in shares) | 23,634 | ||||||||||||||||
2021 Plan | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Common stock reserved for issuance (in shares) | 225,125 | ||||||||||||||||
Common stock reserved for issuance, annual increase percentage | 10% | ||||||||||||||||
Common stock reserved for issuance, annual increase (in shares) | 225,125 | ||||||||||||||||
Unrecognized compensation cost, recognition period | 1 year 3 months 14 days | ||||||||||||||||
Options outstanding (in shares) | 4,976 | 4,976 | 4,976 | ||||||||||||||
2021 Plan | Stock option | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Options granted (in shares) | 0 | 0 | |||||||||||||||
Common stock reserved for issuance (in shares) | 225,144 | ||||||||||||||||
Common stock reserved for issuance remaining (in shares) | 45,937 | 45,937 | |||||||||||||||
Total unrecognized compensation cost | $ | $ 53 | $ 53 | |||||||||||||||
2021 Plan | Restricted stock units | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Total unrecognized compensation cost | $ | 1,640 | 1,640 | |||||||||||||||
2021 Plan | Performance-based awards | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Unrecognized compensation cost | $ | $ 6 | $ 6 | |||||||||||||||
2021 Plan | Employee Stock | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Unrecognized compensation cost, recognition period | 1 year 10 months 9 days | ||||||||||||||||
2018 Plan | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Options outstanding (in shares) | 116,250 | 116,250 | 116,451 | ||||||||||||||
2018 Plan | Stock option | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Options granted (in shares) | 0 | 0 | |||||||||||||||
2018 Plan | Service-based awards | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Total unrecognized compensation cost | $ | $ 230 | $ 230 | |||||||||||||||
Options outstanding (in shares) | 63,447 | 63,447 | 63,648 | ||||||||||||||
2018 Plan | Market-based awards | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Total unrecognized compensation cost | $ | $ 88 | $ 88 | |||||||||||||||
Unrecognized compensation cost, recognition period | 1 month 6 days | ||||||||||||||||
Options outstanding (in shares) | 52,803 | 52,803 | 52,803 | ||||||||||||||
Market capitalization target | $ | $ 1,000,000 | ||||||||||||||||
Market capitalization target, threshold days | Days | 20 | ||||||||||||||||
Market capitalization target, threshold consecutive days | 30 days | ||||||||||||||||
Earn-Out Plan | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Common stock reserved for issuance (in shares) | 28,546 | ||||||||||||||||
Earn-Out Plan | Restricted stock units | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Equity instruments other than options, grants in period (in shares) | 0 | ||||||||||||||||
ESPP | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of shares purchased | 8,443 | 5,701 | 14,441 | ||||||||||||||
Total amount of shares purchased | $ | $ 16 | $ 48 | $ 120 | ||||||||||||||
Stock-based compensation expense | $ | $ 10 | $ 49 |
Equity Incentive and Other Pl_4
Equity Incentive and Other Plans - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2024 | |
2021 Plan | |||
Number of Shares | |||
Outstanding (in shares) | 4,976 | ||
Exercised (in shares) | 0 | ||
Forfeited or expired (in shares) | 0 | ||
Outstanding (in shares) | 4,976 | 4,976 | 4,976 |
Vested and exercisable (in shares) | 2,593 | 2,593 | |
Weighted Average Exercise Price | |||
Outstanding (in usd per share) | $ 39.6 | ||
Exercised (in usd per share) | 0 | ||
Forfeited or expired (in usd per share) | 0 | ||
Outstanding (in usd per share) | $ 39.6 | $ 39.6 | 39.6 |
Vested and exercisable (in usd per share) | $ 39.6 | $ 39.6 | |
Aggregate Intrinsic Value | |||
Outstanding | $ 0 | $ 0 | $ 0 |
Vested and exercisable | $ 0 | $ 0 | |
Weighted Average Remaining Contractual Term (in years) | |||
Outstanding | 8 years 4 months 20 days | 8 years 7 months 20 days | |
Vested and exercisable | 8 years 4 months 20 days | ||
2018 Plan | |||
Number of Shares | |||
Outstanding (in shares) | 116,451 | ||
Forfeited or expired (in shares) | (201) | ||
Outstanding (in shares) | 116,250 | 116,451 | 116,250 |
Vested and exercisable (in shares) | 69,498 | 69,498 | |
Weighted Average Exercise Price | |||
Outstanding (in usd per share) | $ 34.24 | ||
Forfeited or expired (in usd per share) | 135.21 | ||
Outstanding (in usd per share) | $ 34.06 | $ 34.24 | 34.06 |
Vested and exercisable (in usd per share) | $ 27.89 | $ 27.89 | |
Aggregate Intrinsic Value | |||
Outstanding | $ 0 | $ 3 | $ 0 |
Vested and exercisable | $ 0 | $ 0 | |
Weighted Average Remaining Contractual Term (in years) | |||
Outstanding | 4 years 4 months 6 days | 4 years 7 months 24 days | |
Vested and exercisable | 5 years 6 months 14 days |
Equity Incentive and Other Pl_5
Equity Incentive and Other Plans - Restricted Stock Unit (Details) - 2021 Plan - Restricted Stock Units and Performance Stock Units $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | shares | 209,946 |
Granted (in shares) | shares | 187,024 |
Vested (in shares) | shares | (63,019) |
Forfeited (in shares) | shares | (7,814) |
Ending balance (in shares) | shares | 326,137 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in usd per share) | $ / shares | $ 8.74 |
Granted (in usd per share) | $ / shares | 3.21 |
Vested (in usd per share) | $ / shares | 7.6 |
Forfeited (in usd per share) | $ / shares | 8.63 |
Ending balance (in usd per share) | $ / shares | $ 5.77 |
Granted, fair value | $ | $ 600 |
Vested, fair value | $ | $ 291 |
Equity Incentive and Other Pl_6
Equity Incentive and Other Plans - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 598 | $ 658 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 43 | 76 |
Product development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 94 | 109 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 461 | $ 473 |
Equity Incentive and Other Pl_7
Equity Incentive and Other Plans - Summary of Defined Contribution Retirement (401k) Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
401(k) matching contributions | $ 141 | $ 233 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - Board Of Directors - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 01, 2023 | Dec. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Administrative fees expense | $ 30 | |||
Remaining in Accrued Expenses and Other Current Liabilities | Consulting agreement with Peter Lee | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | $ 90 | |||
Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Administrative fees expense | $ 120 | |||
Related Party [Member] | Remaining in Accrued Expenses and Other Current Liabilities | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | $ 0 | $ 10 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 9,048 | $ 11,249 |
Cost of sales | 976 | 1,346 |
Total gross profit | 8,072 | 9,903 |
Retail | ||
Segment Reporting Information [Line Items] | ||
Revenue | 7,871 | 9,470 |
Cost of sales | 842 | 1,140 |
Total gross profit | 7,029 | 8,330 |
Retail | Merchant Processing Fees | ||
Segment Reporting Information [Line Items] | ||
Cost of sales | 181 | 201 |
Retail | Business Platform | ||
Segment Reporting Information [Line Items] | ||
Cost of sales | 195 | 386 |
Retail | Website Infrastructure | ||
Segment Reporting Information [Line Items] | ||
Cost of sales | 207 | 237 |
Retail | Labor Allocation | ||
Segment Reporting Information [Line Items] | ||
Cost of sales | 259 | 316 |
Brands | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,177 | 1,779 |
Cost of sales | 134 | 206 |
Total gross profit | 1,043 | 1,573 |
Brands | Merchant Processing Fees | ||
Segment Reporting Information [Line Items] | ||
Cost of sales | 27 | 38 |
Brands | Website Infrastructure | ||
Segment Reporting Information [Line Items] | ||
Cost of sales | 31 | 45 |
Brands | Labor Allocation | ||
Segment Reporting Information [Line Items] | ||
Cost of sales | 39 | 59 |
Brands | Other Brand | ||
Segment Reporting Information [Line Items] | ||
Cost of sales | $ 37 | $ 64 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Operating Loss Carryforwards [Line Items] | |||
Unrecognized tax benefits | $ 0 | $ 0 | |
Unrecognized tax benefits, accrued interest and penalties | $ 0 | 0 | |
Effective tax rate | 0% | 0% | |
Cumulative ownership change | 50% | ||
U.S. federal statutory rate | 21% | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | 81,324,000 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards expire year begins | 2039 | ||
Net operating loss carryforward | 60,498,000 | ||
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards expire year begins | 2037 | ||
Net operating loss carryforward | $ 5,327,000 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - shares | Mar. 31, 2024 | Mar. 31, 2023 | Feb. 04, 2022 |
Sponsor, escrow shares | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Earn-out shares (in shares) | 81,260 | 81,260 | 81,260 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total undistributed loss | $ (2,387) | $ (5,397) |
Common stock and common stock equivalents (in shares) | 2,196,161 | 1,935,229 |
Basic net loss per share | $ (1.09) | $ (2.79) |
Diluted net loss per share | $ (1.09) | $ (2.79) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Shares (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 1,323,452 | 1,253,013 |
Shares subject to warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 522,549 | 522,549 |
Shares subject to convertible promissory notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 121,550 | 124,000 |
ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 5,087 | 11,112 |
Escrow Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 81,260 | 81,260 |
Shares subject to outstanding common stock options, RSUs and PSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 321,552 | 242,638 |
Shares subject to stockholder earn-out rights | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 271,454 | 271,454 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Convertible Senior Notes [Member] - Convertible Notes 2022 [Member] - USD ($) $ / shares in Units, $ in Thousands | May 07, 2024 | Dec. 19, 2023 | Dec. 18, 2023 |
Subsequent Event [Line Items] | |||
Conversion percentage of stock price trigger | 5% | ||
Conversion price adjustment per share | $ 4.978 | ||
Conversion price adjustment | $ 300 | ||
Conversion of stock (in shares) | 60,265,000 | ||
Reduction of outstanding amount | $ 300 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Conversion percentage of stock price trigger | 5% | ||
Conversion price adjustment per share | $ 2.8405 | ||
Number of shares received in effect of Conversion | 96,813 | ||
Debt conversion Description | On May 7, 2024, one holder tendered a conversion request for $275 at the Second Conversion Price Adjustment, resulting in the issuance of an aggregate of 96,813 shares of Common Stock and a corresponding reduction in the outstanding amount of the 2022 Notes of $275 | ||
Conversion price adjustment | $ 275 | ||
Conversion of stock (in shares) | 96,813 | ||
Reduction of outstanding amount | $ 275 |