COVER
COVER - shares | 3 Months Ended | |
Mar. 31, 2024 | May 14, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-40049 | |
Entity Registrant Name | SPRINGBIG HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 88-2789488 | |
Entity Address, Address Line One | 621 NW 53rd Street | |
Entity Address, Address Line Two | Ste. 500 | |
Entity Address, City or Town | Boca Raton, | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33487 | |
City Area Code | 800 | |
Local Phone Number | 772-9172 | |
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 | 45,594,864 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001801602 | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 1,668 | $ 331 |
Accounts receivable, net | 3,211 | 2,948 |
Contract assets | 255 | 273 |
Prepaid expenses and other current assets | 588 | 893 |
Total current assets | 5,722 | 4,445 |
Operating lease assets | 3,031 | 340 |
Property and equipment, net | 325 | 320 |
Total assets | 9,078 | 5,105 |
Current liabilities: | ||
Accrued expense and other current liabilities | 1,767 | 1,951 |
Short-term cash advances | 1,195 | 1,925 |
Current maturities of long-term debt | 0 | 4,360 |
Deferred payroll tax credits | 1,751 | 1,751 |
Deferred revenue | 2 | 0 |
Operating lease liability, current | 329 | 99 |
Total current liabilities | 7,084 | 13,551 |
Long-term debt, non-current | 7,198 | 0 |
Operating lease liability, non-current | 2,815 | 225 |
Warrant liabilities | 6 | 3 |
Total liabilities | 17,103 | 13,779 |
Commitments and Contingencies | ||
Stockholders’ Deficit | ||
Common stock par value $0.0001 per share, 300,000,000 authorized at March 31, 2024; 45,594,864 issued and outstanding as of March 31, 2024; (300,000,000 authorized at December 31, 2023; 45,339,762 issued and outstanding as of December 31, 2023) | 4 | 4 |
Additional paid-in-capital | 28,119 | 27,887 |
Accumulated deficit | (36,148) | (36,565) |
Total stockholders’ deficit | (8,025) | (8,674) |
Total liabilities and stockholders’ deficit | 9,078 | 5,105 |
Nonrelated Party | ||
Current liabilities: | ||
Accounts payable | 2,040 | 2,925 |
Related Party | ||
Current liabilities: | ||
Accounts payable | $ 0 | $ 540 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Jun. 14, 2022 |
Statement of Financial Position [Abstract] | ||||
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | |
Common stock, shares, issued (in shares) | 45,594,864 | 45,339,762 | 26,940,841 | |
Common stock, shares, outstanding (in shares) | 45,594,864 | 45,339,762 | 26,940,841 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues | $ 6,474 | $ 7,157 |
Cost of revenues | 1,794 | 1,350 |
Gross profit | 4,680 | 5,807 |
Operating expenses | ||
Selling, servicing and marketing | 1,527 | 2,478 |
Technology and software development | 1,666 | 2,300 |
General and administrative | 1,769 | 2,757 |
Total operating expenses | 4,962 | 7,535 |
Loss from operations | (282) | (1,728) |
Interest income | 4 | 10 |
Interest expense | (875) | (391) |
Gain on note repurchase | 1,573 | 0 |
Change in fair value of warrants | (3) | (153) |
Income (loss) before income tax | 417 | (2,262) |
Income tax expense | 0 | 0 |
Net income (loss) | $ 417 | $ (2,262) |
Net income (loss) per common share: | ||
Basic (in dollars per share) | $ 0.01 | $ (0.08) |
Diluted (in dollars per share) | $ 0.01 | $ (0.08) |
Weighted-average common shares outstanding | ||
Basic (in shares) | 45,432,272 | 26,803,839 |
Diluted (in shares) | 77,315,056 | 26,803,839 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | |
Beginning balance (in shares) at Dec. 31, 2022 | 26,659,711 | ||||
Beginning balance at Dec. 31, 2022 | $ (3,628) | $ 3 | $ 22,701 | $ (26,332) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 162 | 162 | |||
Exercise of stock options (in shares) | 281,130 | ||||
Exercise of stock options | 113 | 113 | |||
Net income (loss) | $ (2,262) | (2,262) | |||
Ending balance (in shares) at Mar. 31, 2023 | 26,940,841 | 26,940,841 | |||
Ending balance at Mar. 31, 2023 | $ (5,615) | $ 3 | 22,976 | (28,594) | |
Beginning balance (in shares) at Dec. 31, 2023 | 45,339,762 | 45,339,762 | |||
Beginning balance at Dec. 31, 2023 | $ (8,674) | $ 4 | 27,887 | (36,565) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 195 | 195 | |||
Issue of common stock (in shares) | [1] | 255,102 | |||
Issue of common stock | [1] | $ 37 | 37 | ||
Exercise of stock options (in shares) | 0 | ||||
Net income (loss) | $ 417 | 417 | |||
Ending balance (in shares) at Mar. 31, 2024 | 45,594,864 | 45,594,864 | |||
Ending balance at Mar. 31, 2024 | $ (8,025) | $ 4 | $ 28,119 | $ (36,148) | |
[1] * Common shares issued in exchange for services rendered. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 417 | $ (2,262) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Gain on note repurchase | (1,573) | 0 |
Non-cash interest expense | 108 | 0 |
Depreciation and amortization | 54 | 66 |
Discount amortization on convertible note | 0 | 259 |
Amortization of debt financing costs | 116 | 0 |
Stock-based compensation | 195 | 162 |
Bad debt expense | 87 | 169 |
Accrued interest on convertible notes | 117 | 22 |
Amortization of operating lease right of use assets | 90 | 123 |
Change in fair value of warrants | 3 | 153 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (351) | (448) |
Prepaid expenses and other current assets | 305 | 474 |
Contract assets | 18 | 10 |
Accounts payable and other liabilities | (1,505) | 363 |
Deferred payroll tax credits | 0 | 1,442 |
Operating lease liabilities | 39 | (126) |
Deferred revenue | 2 | (28) |
Net cash provided by (used in) operating activities | (1,878) | 379 |
Cash flows from investing activities: | ||
Purchase of convertible note | 0 | (3) |
Purchases of property and equipment | (59) | (9) |
Net cash used in investing activities | (59) | (12) |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible notes | 6,400 | 0 |
Repayment of convertible notes | (2,895) | (1,457) |
Proceeds from issuance of term notes | 1,600 | 0 |
Repayment of short-term cash advance | (730) | 0 |
Repayment of related party payable | (540) | 0 |
Cost of convertible and term note issuance | (561) | 0 |
Proceeds from exercise of stock options | 0 | 113 |
Net cash provided by (used in) financing activities | 3,274 | (1,344) |
Net increase (decrease) in cash and cash equivalents | 1,337 | (977) |
Cash and cash equivalents at beginning of period | 331 | 3,546 |
Cash and cash equivalents at end of period | 1,668 | 2,569 |
Supplemental cash flows disclosures | ||
Interest paid | 589 | 132 |
Common stock issued for services rendered relating to debt financing | 37 | 0 |
Accrued cost of debt issuance | 319 | 0 |
Obtaining a right-of-use asset in exchange for a lease liability | $ 2,781 | $ 0 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS SpringBig Holdings, Inc. and its wholly-owned subsidiaries (the “Company,” “we,” “us,”, “our”, or “SpringBig”) developed a software platform that provides marketing and customer engagement services to cannabis dispensaries and brands throughout the United States and Canada. The Company allows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. Our operational headquarters are in Boca Raton, Florida, with additional offices located in the United States and Canada. The Company has one direct wholly-owned subsidiary, SpringBig, Inc. On June 14, 2022 (the “Closing Date”), SpringBig Holdings, Inc. (formerly known as Tuatara Capital Acquisition Corporation (“Tuatara” or “TCAC”)), consummated the business combination of SpringBig, Inc. (“Legacy SpringBig”) and HighJump Merger Sub, Inc., the wholly-owned subsidiary of Tuatara, pursuant to the Amended and Restated Agreement of Plan Merger, dated as of April 14, 2022, as amended, by and among Tuatara, HighJump Merger Sub, Inc. and Legacy SpringBig. Prior to the closing of the business combination (the “Closing”), Tuatara changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. In connection with the Closing, the registrant changed its name from Tuatara Capital Acquisition Corporation to “SpringBig Holdings, Inc.” SpringBig will continue the existing business operations of Legacy SpringBig as a publicly traded company. Beginning June 15, 2022, the ticker symbols for the Company’s common stock and publicly traded warrants were changed to “SBIG” and “SBIGW,” respectively, and commenced trading on The Nasdaq Capital Market. On September 1, 2023, the Board of Directors of SpringBig Holdings, Inc. determined that it would not be in the best interest of the Company or its shareholders to meet the continued listing requirements of the Nasdaq Capital Market, and the Company notified the Nasdaq Stock Market LLC (“Nasdaq”) that it was withdrawing its appeal of the Nasdaq Listings Qualification staff’s delist determination dated March 7, 2023, for the Company’s failure to meet the market value of listed securities requirement in the Nasdaq Listing Rules. The Company’s common stock is now quoted for trading on the OTCQX® Best Market and its public warrants are now quoted for trading on the OTC Pink Market under their current trading symbols “SBIG” and “SBIGW,” respectively. The Company’s common stock started trading on the OTCQX® Best Market on September 6, 2023. The Company remains a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The unaudited condensed consolidated financial statements have been prepared in conformity with the rules and regulations of the SEC for Quarterly Reports on Form 10-Q and therefore do not include certain information, accounting policies, and footnote disclosure information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. However, all adjustments (consisting of normal recurring accruals), which, in the opinion of management, are necessary for a fair presentation of the financial statements, have been included. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for future periods or for the year ending December 31, 2024. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2023, as reported in the 2023 Annual Report on Form 10-K. Going Concern and Liquidity Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $36.1 million as of March 31, 2024. Cash flows used in operating activities were $1.9 million for the three months ended March 31, 2024. As of March 31, 2024, the Company had a working capital deficit of approximately $1.4 million, inclusive of $1.7 million in cash and cash equivalents to cover overhead expenses. The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors but not limited to, cash and cash equivalents, increase in revenue through increased usage by customers and new customers and strategic capital raises. The ultimate success of these plans is not guaranteed. Based on management projections and cash on hand, we estimate that our liquidity and cash resources are sufficient for our current and projected financial needs for the next twelve months, at a minimum. The accompanying condensed consolidated financial statements are prepared on a going concern basis and do not include any adjustments that might result from uncertainty about the Company’s ability to continue as a going concern. Foreign Currency We translate the condensed consolidated financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction. Use of Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. Certain accounting policies involve a “critical accounting estimate” because they are particularly dependent on estimates and assumptions made by management about matters that are highly uncertain at the time the accounting estimates are made. In addition, while we have used our best estimates based on facts and circumstances available to us at the time, different acceptable assumptions would yield different results. Changes in the accounting estimates are reasonably likely to occur from period to period, which may have a material impact on the presentation of our financial condition and results of operations. We review these estimates and assumptions periodically and reflect the effects of revisions in the period that they are determined to be necessary. We believe that the assumptions and estimates associated with income taxes, equity-based compensation (including issuance of common stock for services rendered), and allowance for credit losses have the greatest potential impact on our consolidated financial statements. Therefore, we consider the policies related to these financial areas to be our critical accounting policies. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes. Actual results may differ materially from these estimates. Segments The Company manages its business as a single operating segment. Our chief operating decision maker reviews financial information presented for the purposes of allocating resources and evaluating financial performance at an entity level and we have no segment managers who are held accountable by the chief operating decision maker for operations and operating results. The products and services across the Company are similar in nature, distributed in a comparable manner and have customers with common characteristics. We determined that we have one operating and reportable segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting. Fair Value of Financial Instruments Our financial assets, which include cash equivalents, current financial assets and our current financial liabilities have fair values that approximate their carrying value due to their short-term maturities. Concentrations of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, we have not experienced any losses on our cash and cash equivalents. We perform periodic evaluations of the relative credit standing of the financial institutions. We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain a credit loss reserve for expected credit losses based upon the expected collectability of accounts receivable balances. See Effective Accounting Pronouncements within this Note below for further information. We had one customer representing 14% of our total revenues for the three months ended March 31, 2024 and the same customer represented more than 12% of total revenues for the three months ended March 31, 2023. At March 31, 2024, we had two customers representing 23% of accounts receivable and the same two customers represented 30% of accounts receivable at December 31, 2023. We had one vendor representing 60% of cost of goods sold for the three months ended March 31, 2024 and the same vendor represented 75% of cost of goods sold for the three month period ended March 31, 2023. We had one vendor representing 26% of accounts payable as of March 31, 2024. At December 31, 2023, two vendors represented 30% of accounts payable. Deferred Financing Costs On January 23, 2024, the Company issued $6.4 million aggregate principal amount of 8% Secured Convertible Notes and $1.6 million aggregate principal amount of 12% Secured Term Notes. See Note 9. The expenses directly related to issuance of this debt, including investment bank advisory fees, legal fees and other advisory fees, have been deferred and will be expensed over the two year term of the debt up to January 2026. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash with three commercial banks. As of March 31, 2024, the Company exceeded the federally insured limits of $250,000 for interest and non-interest bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by amounts of $1.3 million as of March 31, 2024. We monitor the financial condition of such institution and have not experienced any losses associated with these accounts. Allowance for Credit Losses The Corporation's reserve methodology used to determine the appropriate level of the allowance for credit losses ("ACL") is a critical accounting estimate. The ACL is maintained at a level believed to be appropriate to provide for the current credit losses expected to be incurred related to the Company’s accounts and unbilled receivables at the balance sheet date. The evaluation of expected losses is based on the probability of default using historical loss rates, as well as adjustments for forward-looking information, including industry and macroeconomic forecasts, as required. Management's current methodology includes utilizing a historical loss rate equivalent to the average loss rate during the preceding forty-eight months and applying this rate to accounts and unbilled receivables at the date of recording. This rate as well as the various quantitative and qualitative factors used in the methodologies are reviewed quarterly. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE Accounts receivable, net consisted of the following (in thousands): March 31, December 31, 2024 2023 (unaudited) (audited) Accounts receivable $ 4,005 $ 3,690 Unbilled receivables 854 853 Total receivables 4,859 4,543 Less allowance for doubtful accounts (1,648) (1,595) Accounts receivable, net $ 3,211 $ 2,948 Bad debt expense was $87,000 and $169,000 for the three months ended March 31, 2024 and 2023, respectively, and is included in general and administrative expenses. The following table details the activity related to the Company’s allowance for credit losses for the quarter ending March 31, 2024 (in thousands). Allowance for credit losses Outstanding Balance, December 31, 2023 $ 1,595 Current-period provision (release) for expected credit losses 53 Write-offs charged against the allowance, net of recoveries and other — Outstanding Balance, March 31, 2024 $ 1,648 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, 2024 2023 (unaudited) (audited) Prepaid insurance $ 109 $ 379 Other prepaid expenses 390 425 Deposits 89 89 $ 588 $ 893 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): March 31, December 31, 2024 2023 (unaudited) (audited) Computer equipment $ 448 $ 416 Furniture & fixtures 176 149 Data warehouse 286 286 Software 197 197 Total cost 1,107 1,048 Less accumulated depreciation and amortization (782) (728) Property and equipment, net $ 325 $ 320 The useful life of computer equipment, software, furniture and fixtures, and the data warehouse is three years. Depreciation and amortization expense for the three months ended March 31, 2024 and 2023 was $54,000 and $66,000, respectively. The amounts are included in general and administrative expenses in the condensed consolidated statements of operations. |
CONVERTIBLE NOTE RECEIVABLE
CONVERTIBLE NOTE RECEIVABLE | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
CONVERTIBLE NOTE RECEIVABLE | CONVERTIBLE NOTE RECEIVABLE In April 2022, the Company purchased $250,000 in aggregate principal amount of convertible promissory note due April 1, 2026 (the “Convertible Note Receivable”). The Convertible Note Receivable accrued interest at the rate of 5% per annum on the principal amount of the Convertible Note Receivable. The Company determined that the fair value of the Convertible Note was $0 at December 31, 2023. The loss of $272,000, including $22,000 of accrued interest income, was recorded in interest expense on the Company’s condensed consolidated statements of operations for the year ended December 31, 2023. |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, 2024 2023 (unaudited) (audited) Accrued wages, commission and bonus $ 270 $ 393 Accrued professional fees 95 176 Deferred financial advisory fees 1,000 1,000 Other liabilities 402 382 $ 1,767 $ 1,951 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS The Company incurred software development and information technology related costs to a vendor related through common ownership to a major stockholder of approximately $2,000 for the three months ended March 31, 2024, and $4,000 for the three months ended March 31, 2023, respectively, and the related expense is recorded to technology and software development costs on the condensed consolidated statement of operations. Amounts due to this related party were $2,000 and $2,000 at March 31, 2024 and December 31, 2023, respectively. The $540,000 related party payable at December 31, 2023, was repaid in January 2024, following completion of the issuance of $6.4 million aggregate principal amount of 8% Secured Convertible Notes and $1.6 million aggregate principal amount of 12% Secured Term Notes. Jeffrey Harris, CEO, and Paul Sykes, CFO, both participated in the debt financing transaction completed on January 23, 2024. Jeffrey Harris purchased $320,000 8% Secured Convertible Notes, due 2026, and $80,000 12% Secured Term Notes, due 2026. Paul Sykes purchased $25,000 8% Secured Convertible Notes, due 2026, and $6,250 12% Secured Term Notes, due 2026. There are two members of the board of directors at March 31, 2024, who are related parties to investors in the debt financing transaction completed on January 23, 2024. In aggregate these investors purchased $5.2 million 12% Secured Convertible Notes and $1.3 million 8% Secured Term Notes. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT The table below presents the components of outstanding debt (in thousands): March 31, December 31, 2024 2023 (unaudited) (audited) 12% Secured Term Notes, due January 23, 2026 $ 1,600 $ — 8% Secured Convertible Notes, due January 23, 2026 6,400 — $ 8,000 $ — Less: Deferred financing fees, net (802) — $ 7,198 $ — On January 23, 2024, the Company issued $1.6 million aggregate principal amount of 12% Secured Term Notes and $6.4 million aggregate principal amount of 8% Secured Convertible Notes to a group of investors. The 12% Secured Term Notes, due in January 2026, accrue interest payable in cash semi-annually. The 8% Secured Convertible Notes accrue interest which is added to the outstanding principal balance annually. The 8% Secured Convertible Notes are convertible into common stock at a conversion price of $0.15 per share at the holder’s option any time up to the day prior to maturity in January 2026. The 12% Secured Term Notes and 8% Secured Convertible Notes rank pari passu and are secured on substantially all the assets of the Company. The 12% Secured Term Notes and 8% Secured Convertible Notes include restrictive covenants that, among other things, limit the ability of the Company to incur additional indebtedness and guarantee indebtedness; incur liens or allow mortgages or other encumbrances; prepay, redeem, or repurchase certain other debt; pay dividends or make other distributions or repurchase or redeem our capital stock; sell assets or enter into or effect certain other transactions (including a reorganization, consolidation, dissolution or similar transaction or selling, leasing, licensing, transferring or otherwise disposing of assets of the Company or its subsidiaries) and also contain customary events of default. The Company recorded $233,000 of interest expense in connection with the 12% Secured Term Notes and 8% Secured Convertible Notes for the three months ended March 31, 2024. |
6% SENIOR SECURED CONVERTIBLE N
6% SENIOR SECURED CONVERTIBLE NOTES | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
6% SENIOR SECURED CONVERTIBLE NOTES | 6% SENIOR SECURED CONVERTIBLE NOTES In connection with the business combination, on June 14, 2022, the Company issued $11.0 million in aggregate principal amount of Senior Secured Original Issue Discount Convertible Note, due June 14, 2024 (the “Secured Convertible Notes”), issued at a discount of $1.0 million, with proceeds of $10.0 million received on the Closing Date. A warrant representing 586,890 shares of common stock of the Company (the “Convertible Warrant”) with a fair value of $839,000 as at the date of the business combination was also issued in a private placement with the purchaser party thereto. To determine the fair value of the Convertible Warrant, the Company performed a Black-Scholes calculation as of June 14, 2022 using a stock price of $4.28, a strike price of $12.00, a risk free rate of 3.61%, annualized volatility of 65%, and a time to maturity of five years. On January 16, 2024, the Company and the noteholder executed an agreement for the Company to repurchase the outstanding note and associated warrants, and on January 23, 2024, the note and associated warrants were repurchased for $2.9 million. As such, the outstanding principal on the Secured Convertible Notes at March 31, 2024 was $0. At December 31, 2023, the outstanding principal of the Secured Convertible Notes was $5.1 million with a carrying value of $4.4 million, net of discount of $0.7 million. The Company recorded a $1.6 million gain on repurchase of the note for the three months ended March 31, 2024. The Company recorded $14,000 and $402,000 of interest expense in connection with the Senior Secured Convertible Notes for the three months ended March 31, 2024 and March 31, 2023, respectively. |
WARRANT LIABILITIES
WARRANT LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANT LIABILITIES | WARRANT LIABILITIES Prior to the business combination, at the time of their initial public offering, TCAC issued warrants to purchase 10,000,000 Class A ordinary shares at a price of $11.50 per share, for aggregate consideration of $10.0 million as part of the units offered by the prospectus and, simultaneously with the closing of their initial public offering, issued in a private placement an aggregate of 6,000,000 private placement warrants for aggregate consideration of $6.0 million, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The Company accounts for the warrants in accordance with the guidance contained in ASC 815 Derivatives and Hedging , under which the warrants do not meet the criteria for equity treatment and hence are recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. At March 31, 2024 and December 31, 2023, the estimated fair value of the warrants was $6,400 and $3,200, respectively. The Company recorded a change in fair value loss of approximately $3,000 and $153,000 for the three months ended March 31, 2024 and 2023, respectively. The fair value is determined in accordance with ASC 820, Fair Value Measurement . See Note 17, Fair Value Measurements, to the accompanying condensed consolidated financial statements for further information. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION The following table represents our revenues disaggregated by type (in thousands): Three Months Ended March 31, 2024 2023 Revenue Brand revenue $ 59 $ 295 Retail revenue 6,415 6,862 Total revenue $ 6,474 $ 7,157 Geographic Information Revenue by geographical region consist of the following (in thousands): Three Months Ended March 31, 2024 2023 Brand revenue United States $ 59 $ 294 Canada — 1 Retail revenue United States 6,273 6,663 Canada 142 199 $ 6,474 $ 7,157 Revenues by geography are generally based on the country of the Company’s contracting entity. Total United States revenue was approximately 98% of total revenue for the three months ended March 31, 2024 and 97% for the three months ended March 31, 2023. Contract assets consisted of the following as of (in thousands): March 31, December 31, 2024 2023 (unaudited) (audited) Deferred sales commissions $ 255 $ 273 The movement in the contract assets during the three months ended March 31, 2024 and the year ended December 31, 2023, comprised the following (in thousands): March 31, December 31, 2024 2023 (unaudited) (audited) Contract assets at start of the period $ 273 $ 333 Expense deferred during the period 36 165 (Less) amounts expensed during the period (54) (225) Contract assets at end of the period $ 255 $ 273 |
CONTRACT ASSETS AND LIABILITIES
CONTRACT ASSETS AND LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACT ASSETS AND LIABILITIES | REVENUE RECOGNITION The following table represents our revenues disaggregated by type (in thousands): Three Months Ended March 31, 2024 2023 Revenue Brand revenue $ 59 $ 295 Retail revenue 6,415 6,862 Total revenue $ 6,474 $ 7,157 Geographic Information Revenue by geographical region consist of the following (in thousands): Three Months Ended March 31, 2024 2023 Brand revenue United States $ 59 $ 294 Canada — 1 Retail revenue United States 6,273 6,663 Canada 142 199 $ 6,474 $ 7,157 Revenues by geography are generally based on the country of the Company’s contracting entity. Total United States revenue was approximately 98% of total revenue for the three months ended March 31, 2024 and 97% for the three months ended March 31, 2023. Contract assets consisted of the following as of (in thousands): March 31, December 31, 2024 2023 (unaudited) (audited) Deferred sales commissions $ 255 $ 273 The movement in the contract assets during the three months ended March 31, 2024 and the year ended December 31, 2023, comprised the following (in thousands): March 31, December 31, 2024 2023 (unaudited) (audited) Contract assets at start of the period $ 273 $ 333 Expense deferred during the period 36 165 (Less) amounts expensed during the period (54) (225) Contract assets at end of the period $ 255 $ 273 |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION | STOCK BASED COMPENSATION In connection with the business combination, the Tuatara shareholders approved the SpringBig Holdings, Inc. 2022 Long-Term Incentive Plan (the “2022 Incentive Plan”), which became effective upon the Closing. The number of shares of our common stock initially reserved for issuance under the 2022 Incentive Plan was 1,525,175, which equaled the amount of shares of our common stock equal to 5% of the sum of (i) the number of shares of our common stock outstanding as of the Closing and (ii) the number of shares of our common stock underlying stock options issued under the SpringBig, Inc. 2017 Equity Incentive Plan (as amended and restated) (the “Legacy Incentive Plan”) that were outstanding as of the Closing. Shares subject to stock awards granted under the 2022 Incentive Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the 2022 Incentive Plan. At the annual shareholder meeting on June 13, 2022, the Company shareholders approved an amendment to the 2022 Incentive Plan to add an automatic annual increase in the number of shares authorized for issuance of up to 5% of the number of the Company’s common stock issued and outstanding on December 31 of the immediately preceding calendar year, beginning with the fiscal year ending December 31, 2023; provided that the annual increase with respect to the fiscal year ending December 31, 2023, which is 1,332,986 shares of common stock, took effect on the first business day following the annual shareholder meeting. The number of shares automatically added to the number of shares authorized for issuance on January 1, 2024, was 2,266,988, being 5% of the number of the Company’s common stock issued and outstanding on December 31, 2023. The total number of shares of common stock authorized for issuance under the 2022 Incentive Plan is 5,125,149 as of March 31, 2024. Prior to the closing of the merger, Legacy SpringBig maintained an equity incentive plan (the “Legacy Incentive Plan”), which was originally established effective December 1, 2017. SpringBig has not granted any additional awards under the Legacy Incentive Plan following the business combination. The following table summarizes information on stock options outstanding as of March 31, 2024 under the Legacy Incentive Plan: Options Outstanding Options Vested and Exercisable Number of Options Weighted Average Exercise Price (Per Share) Number of Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price (Per Share) Outstanding Balance, January 1, 2024 2,271,894 $ 0.57 2,244,102 4.81 $ 0.56 Options granted — Options exercised — $ — Options forfeited (2,964) $ 1.26 Options cancelled — $ — Outstanding Balance, March 31, 2024 2,268,930 $ 0.57 2,255,034 4.57 $ 0.57 During the three months ended March 31, 2024 and 2023, compensation expense recorded in connection with the Legacy Incentive Plan was $17,000 and $30,000, respectively. These charges are recorded in administrative expense on the condensed consolidated statements of operations. No options were exercised during the three months ended March 31, 2024. As of March 31, 2024, the intrinsic value of the 2,255,034 options outstanding and exercisable was $0. As of March 31, 2024, the total compensation cost related to non-vested awards not yet recognized was $17,000 with a weighted-average period of.0.25 years over which it is expected to be recognized. The following table summarizes information on Restricted Stock Units outstanding as of March 31, 2024 under the 2022 Incentive Plan: Restricted Stock Units Outstanding Number of RSUs Weighted Average Fair Value Weighted Average Vesting (Years) Outstanding Balance, December 31, 2022 725,000 $ 1.97 2.5 RSUs granted 1,989,000 0.56 RSUs forfeited (276,836) 1.28 RSUs vested and common stock issued (225,655) $ 1.97 Outstanding Balance, December 31, 2023 2,211,509 $ 0.80 RSUs forfeited (50,000) 0.80 Outstanding Balance, March 31, 2024 2,161,509 $ 0.79 1.9 During the three months ended March 31, 2024 and 2023, compensation expense recorded in connection with the 2023 Incentive Plan was $178,000 and $132,000, respectively. The expense is reported within general and administrative expenses. The remaining expense of approximately $1.1 million will be recognized in future periods through September 2026. The Restricted Stock Units vest one-third on each of the first, second, and third anniversary after issuance. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases office facilities in Boca Raton, Florida, Seattle, Washington and Ontario, Canada under non-cancelable operating lease agreements. The leases require monthly payments ranging from $4,000 to $48,000 and expire on various dates through February 2032. In addition to minimum rent, the Company is required to pay a proportionate share of operating expenses under these leases. In June 2022, the Company entered into a new lease which became effective on January 1, 2024 after completion of leasehold improvements. The new lease term is for 98 months and monthly rental payments range from $38,000 to $48,000 over the life of the lease. As of March 31, 2024, and December 31, 2023, the following amounts were presented on the Company’s condensed consolidated balance sheets in accordance with ASC 842 - Lease Accounting (in thousands): March 31, December 31, 2024 2023 (unaudited) (audited) Balance Sheet Assets: Right of use asset - operating lease $ 3,031 $ 340 Liabilities Current 329 99 Non-current 2,815 225 Total operating lease liability $ 3,144 $ 324 For the three months ended March 31, 2024 and March 31, 2023, the Company’s operating lease cost was $160,000 and $133,000, respectively. Other information pertaining to capitalized assets and liabilities under the leasing standard is as follows (in thousands): Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Other information Operating lease cost $ 160 $ 133 Operating cash flows paid to operating leases $ 31 $ 126 Right-of-use assets in exchange for new operating lease liabilities $ 2,781 $ — Weighted-average remaining lease term — operating leases (months) 89.9 17.9 Weighted-average discount rate — operating leases 9.05% 5.67% As of March 31, 2024, the Company’s lease liabilities mature as follows: Fiscal Year: Operating Leases 2024 $ 434 2025 595 2026 592 2027 504 Thereafter 2,278 Total lease payments 4,403 Less Imputed Interest (1,259) Present value of lease liabilities $ 3,144 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation The Company is from time to time involved in litigation incidental to the conduct of its business. In accordance with applicable accounting guidance, the Company records a provision for a liability when it is both probable that a liability has been incurred and the amount can be reasonably estimated. Management believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows. Employee Retention Payroll Tax Credits In March 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) to provide economic and other relief as a result of the COVID-19 pandemic. The CARES Act includes, among other items, provisions relating to refundable employee retention payroll tax credits. Due to the complex nature of the employee retention credit computations, any benefits we may receive are uncertain and may significantly differ from our current estimates. We plan to record any benefit related to these credits upon both the receipt of the benefit and the resolution of the uncertainties, including, but not limited to, the completion of any potential audit or examination, or the expiration of the related statute of limitations. During the three months ended March 31, 2023, we received $2.0 million related to these credits, recognized $0.6 million as an offset related to operating expenses thorough accounts payable, and we have deferred recognition of remaining $1.4 million, which is recorded in current liabilities on the accompanying condensed consolidated balance sheets. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Valuation is based on unadjusted quoted prices in active markets for identical assets and liabilities that are accessible at the reporting date. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 : Valuation is determined from pricing inputs that are other than quoted prices in active markets that are either directly or indirectly observable as of the reporting date. Observable inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and interest rates and yield curves that are observable at commonly quoted intervals. Level 3 : Valuation is based on inputs that are both significant to the fair value measurement and unobservable. Level 3 inputs include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value generally require significant management judgment or estimation. Liabilities measured at fair value on a recurring basis The balances of the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2024, are as follows (in thousands): Level 1 Level 2 Level 3 Total Fair Value Liabilities: Public warrants 6 — — 6 $ 6 $ — $ — $ 6 The balances of the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2023, are as follows (in thousands): Level 1 Level 2 Level 3 Total Fair Value Liabilities: Public warrants 3 — — 3 $ 3 $ — $ — $ 3 The following is a description of the methodologies used to estimate the fair values of liabilities measured at fair value on a recurring basis and within the fair value hierarchy. Warrant liabilities Prior to the business combination, TCAC issued warrants to purchase 10,000,000 Class A ordinary shares at a price of $11.50 per whole share, as part of the units offered by the prospectus for their initial public offering and, simultaneously with the closing of their initial public offering, issued in a private placement an aggregate of 6,000,000 private placement warrants, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The Company utilizes a fair value approach to account for its warrants based on the quoted price at March 31, 2024, the calculation is consistent with ASC 820, Fair Value Measurement, with changes in fair value recorded in current earnings. At March 31, 2024, the value of the public warrants was approximately $6,400 using a closing price of $0.0004. Changes in Fair Value The following tables provides a roll-forward in the changes in fair value in the public warrants for the three months ended March 31, 2024 (in thousands): Warrants Balance, January 1, 2024 $ 3 Change in fair value 3 Balance, March 31, 2024 $ 6 Changes in fair value included in earnings for the period relating to liabilities held at March 31, 2024 $ 3 There were no transfers of financial liabilities between levels of the fair value hierarchy during the three months ended March 31, 2024. Other Fair Value Considerations – Carrying value of accounts receivables, contract assets, prepaid expenses and other assets, accounts payable and accrued expenses approximate fair value due to their short-term maturities and/or low credit risk. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Sponsor Escrow Agreement At the time of the Closing, TCAC Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Tuatara and certain independent members of Tuatara’s board of directors entered into an escrow agreement (“Sponsor Escrow Agreement”), providing that (i) immediately following the Closing, Sponsor and certain of Tuatara’s board of directors’ independent directors shall deposit an aggregate of 1,000,000 shares of our Common Stock (such deposited shares, the “Sponsor Earnout Shares”) into escrow, (ii) the Sponsor Earnout Shares shall be released to the Sponsor if the closing price of our Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations) on any twenty (20) trading days in a thirty (30) trading-day period ending at any time after the Closing Date and before the fifth anniversary of the Closing Date, and (iii) the Sponsor Earnout Shares will be terminated and canceled by us if such condition is not met by the fifth anniversary of the Closing Date. Contingent and Earnout Shares The holders of Legacy SpringBig’s common stock and the “engaged option holders” (employees or engaged consultants of Legacy SpringBig who held Legacy SpringBig options at the effective time of the merger and who remains employed or engaged by Legacy SpringBig at the time of such payment of contingent shares) shall be entitled to receive their pro rata portion of such number of shares, fully paid and free and clear of all liens other than applicable federal and state securities law restrictions, as set forth below upon satisfaction of any of the following conditions: a. 7,000,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $12.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date; b. 2,250,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $15.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date; and c. 1,250,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $18.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date. With the consummation of the business combination, the Company’s authorized capital stock is 350,000,000 shares, consisting of 300,000,000 shares of common stock and 50,000,000 shares of preferred stock, with par value of 0.0001 per share. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | NET INCOME (LOSS) PER SHARE As of March 31, 2024 and 2023, there were 45,594,864 and 26,940,841 shares of common stock issued and outstanding, respectively. Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period on a basic and diluted basis. The following table reconciles actual basic and diluted income (loss) per share for the three months ended March 31, 2024 and 2023, respectively (in thousands, except share and per share data). Three Months Ended March 31, 2024 2023 Numerator: Net income (loss) for basic net income (loss) calculation $ 417 $ (2,262) Effect of dilutive securities: Interest expense on Convertible Notes 85 — Net income (loss) for diluted net income (loss) calculation $ 502 $ (2,262) Denominator Denominator for basic net income (loss) per share, weighted average 45,432,272 26,803,839 Effect of dilutive securities: Convertible notes stock conversion, weighted average as converted 31,882,784 — Denominator for diluted net income per share 77,315,056 26,803,839 Net income (loss) per common share Basic $ 0.01 $ (0.08) Diluted $ 0.01 $ (0.08) The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net income per common share for the three months ended March 31, 2024 and the net loss per common share for the three months ended March 31, 2023 were as follows: Three Months Ended March 31, 2024 2023 Shares unvested and subject to exercise of stock options 13,896 120,431 Shares subject to outstanding common stock options 2,255,034 2,945,020 Shares subject to convertible notes stock conversion — 695,261 Shares subject to warrants stock conversion 16,000,000 16,586,980 Shares subject to contingent earn out 10,500,000 10,500,000 Restricted stock units 2,161,509 1,314,000 |
BENEFIT PLAN
BENEFIT PLAN | 3 Months Ended |
Mar. 31, 2024 | |
Postemployment Benefits [Abstract] | |
BENEFIT PLAN | BENEFIT PLAN The Company maintains a safe harbor 401(k) retirement plan for the benefit of its employees. The plan allows participants to make contributions subject to certain limitations. Company matching contributions were $96,000 and $158,000 for the three months ended March 31, 2024 and 2023, respectively. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date profit or loss, adjusted for discrete items arising in that quarter. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate primarily as a result of state taxes, foreign taxes, and changes in the Company’s full valuation allowance against its deferred tax assets. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSManagement has considered subsequent events through May 14, 2024, the date this report was issued, and there were no events that required additional disclosure. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net income (loss) | $ 417 | $ (2,262) |
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 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Basis of Presentation | The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Foreign Currency | Foreign Currency We translate the condensed consolidated financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction. |
Use of Estimates | Use of Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. Certain accounting policies involve a “critical accounting estimate” because they are particularly dependent on estimates and assumptions made by management about matters that are highly uncertain at the time the accounting estimates are made. In addition, while we have used our best estimates based on facts and circumstances available to us at the time, different acceptable assumptions would yield different results. Changes in the accounting estimates are reasonably likely to occur from period to period, which may have a material impact on the presentation of our financial condition and results of operations. We review these estimates and assumptions periodically and reflect the effects of revisions in the period that they are determined to be necessary. We believe that the assumptions and estimates associated with income taxes, equity-based compensation (including issuance of common stock for services rendered), and allowance for credit losses have the greatest potential impact on our consolidated financial statements. Therefore, we consider the policies related to these financial areas to be our critical accounting policies. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes. Actual results may differ materially from these estimates. |
Segments | Segments The Company manages its business as a single operating segment. Our chief operating decision maker reviews financial information presented for the purposes of allocating resources and evaluating financial performance at an entity level and we have no segment managers who are held accountable by the chief operating decision maker for operations and operating results. The products and services across the Company are similar in nature, distributed in a comparable manner and have customers with common characteristics. We determined that we have one operating and reportable segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our financial assets, which include cash equivalents, current financial assets and our current financial liabilities have fair values that approximate their carrying value due to their short-term maturities. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Valuation is based on unadjusted quoted prices in active markets for identical assets and liabilities that are accessible at the reporting date. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 : Valuation is determined from pricing inputs that are other than quoted prices in active markets that are either directly or indirectly observable as of the reporting date. Observable inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and interest rates and yield curves that are observable at commonly quoted intervals. Level 3 : Valuation is based on inputs that are both significant to the fair value measurement and unobservable. Level 3 inputs include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value generally require significant management judgment or estimation. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, we have not experienced any losses on our cash and cash equivalents. We perform periodic evaluations of the relative credit standing of the financial institutions. We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain a credit loss reserve for expected credit losses based upon the expected collectability of accounts receivable balances. See Effective Accounting Pronouncements within this Note below for further information. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash with three commercial banks. |
Allowance for Credit Losses | The Corporation's reserve methodology used to determine the appropriate level of the allowance for credit losses ("ACL") is a critical accounting estimate. The ACL is maintained at a level believed to be appropriate to provide for the current credit losses expected to be incurred related to the Company’s accounts and unbilled receivables at the balance sheet date. The evaluation of expected losses is based on the probability of default using historical loss rates, as well as adjustments for forward-looking information, including industry and macroeconomic forecasts, as required. Management's current methodology includes utilizing a historical loss rate equivalent to the average loss rate during the preceding forty-eight months and applying this rate to accounts and unbilled receivables at the date of recording. This rate as well as the various quantitative and qualitative factors used in the methodologies are reviewed quarterly. |
Net Loss Per Share | Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period on a basic and diluted basis. |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, net consisted of the following (in thousands): March 31, December 31, 2024 2023 (unaudited) (audited) Accounts receivable $ 4,005 $ 3,690 Unbilled receivables 854 853 Total receivables 4,859 4,543 Less allowance for doubtful accounts (1,648) (1,595) Accounts receivable, net $ 3,211 $ 2,948 |
Schedule of Allowance for Credit Loss | The following table details the activity related to the Company’s allowance for credit losses for the quarter ending March 31, 2024 (in thousands). Allowance for credit losses Outstanding Balance, December 31, 2023 $ 1,595 Current-period provision (release) for expected credit losses 53 Write-offs charged against the allowance, net of recoveries and other — Outstanding Balance, March 31, 2024 $ 1,648 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, 2024 2023 (unaudited) (audited) Prepaid insurance $ 109 $ 379 Other prepaid expenses 390 425 Deposits 89 89 $ 588 $ 893 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): March 31, December 31, 2024 2023 (unaudited) (audited) Computer equipment $ 448 $ 416 Furniture & fixtures 176 149 Data warehouse 286 286 Software 197 197 Total cost 1,107 1,048 Less accumulated depreciation and amortization (782) (728) Property and equipment, net $ 325 $ 320 |
ACCRUED EXPENSES AND OTHER LI_2
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, 2024 2023 (unaudited) (audited) Accrued wages, commission and bonus $ 270 $ 393 Accrued professional fees 95 176 Deferred financial advisory fees 1,000 1,000 Other liabilities 402 382 $ 1,767 $ 1,951 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | The table below presents the components of outstanding debt (in thousands): March 31, December 31, 2024 2023 (unaudited) (audited) 12% Secured Term Notes, due January 23, 2026 $ 1,600 $ — 8% Secured Convertible Notes, due January 23, 2026 6,400 — $ 8,000 $ — Less: Deferred financing fees, net (802) — $ 7,198 $ — |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table represents our revenues disaggregated by type (in thousands): Three Months Ended March 31, 2024 2023 Revenue Brand revenue $ 59 $ 295 Retail revenue 6,415 6,862 Total revenue $ 6,474 $ 7,157 Revenue by geographical region consist of the following (in thousands): Three Months Ended March 31, 2024 2023 Brand revenue United States $ 59 $ 294 Canada — 1 Retail revenue United States 6,273 6,663 Canada 142 199 $ 6,474 $ 7,157 |
CONTRACT ASSETS AND LIABILITI_2
CONTRACT ASSETS AND LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable | Contract assets consisted of the following as of (in thousands): March 31, December 31, 2024 2023 (unaudited) (audited) Deferred sales commissions $ 255 $ 273 The movement in the contract assets during the three months ended March 31, 2024 and the year ended December 31, 2023, comprised the following (in thousands): March 31, December 31, 2024 2023 (unaudited) (audited) Contract assets at start of the period $ 273 $ 333 Expense deferred during the period 36 165 (Less) amounts expensed during the period (54) (225) Contract assets at end of the period $ 255 $ 273 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Outstanding | The following table summarizes information on stock options outstanding as of March 31, 2024 under the Legacy Incentive Plan: Options Outstanding Options Vested and Exercisable Number of Options Weighted Average Exercise Price (Per Share) Number of Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price (Per Share) Outstanding Balance, January 1, 2024 2,271,894 $ 0.57 2,244,102 4.81 $ 0.56 Options granted — Options exercised — $ — Options forfeited (2,964) $ 1.26 Options cancelled — $ — Outstanding Balance, March 31, 2024 2,268,930 $ 0.57 2,255,034 4.57 $ 0.57 |
Schedule of Restricted Stock Units Outstanding | The following table summarizes information on Restricted Stock Units outstanding as of March 31, 2024 under the 2022 Incentive Plan: Restricted Stock Units Outstanding Number of RSUs Weighted Average Fair Value Weighted Average Vesting (Years) Outstanding Balance, December 31, 2022 725,000 $ 1.97 2.5 RSUs granted 1,989,000 0.56 RSUs forfeited (276,836) 1.28 RSUs vested and common stock issued (225,655) $ 1.97 Outstanding Balance, December 31, 2023 2,211,509 $ 0.80 RSUs forfeited (50,000) 0.80 Outstanding Balance, March 31, 2024 2,161,509 $ 0.79 1.9 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information | As of March 31, 2024, and December 31, 2023, the following amounts were presented on the Company’s condensed consolidated balance sheets in accordance with ASC 842 - Lease Accounting (in thousands): March 31, December 31, 2024 2023 (unaudited) (audited) Balance Sheet Assets: Right of use asset - operating lease $ 3,031 $ 340 Liabilities Current 329 99 Non-current 2,815 225 Total operating lease liability $ 3,144 $ 324 |
Schedule of Lease Cost and Other Information | Other information pertaining to capitalized assets and liabilities under the leasing standard is as follows (in thousands): Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Other information Operating lease cost $ 160 $ 133 Operating cash flows paid to operating leases $ 31 $ 126 Right-of-use assets in exchange for new operating lease liabilities $ 2,781 $ — Weighted-average remaining lease term — operating leases (months) 89.9 17.9 Weighted-average discount rate — operating leases 9.05% 5.67% |
Schedule of Lease Liability Maturity | As of March 31, 2024, the Company’s lease liabilities mature as follows: Fiscal Year: Operating Leases 2024 $ 434 2025 595 2026 592 2027 504 Thereafter 2,278 Total lease payments 4,403 Less Imputed Interest (1,259) Present value of lease liabilities $ 3,144 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Liabilities Measured on Recurring Basis | The balances of the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2024, are as follows (in thousands): Level 1 Level 2 Level 3 Total Fair Value Liabilities: Public warrants 6 — — 6 $ 6 $ — $ — $ 6 The balances of the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2023, are as follows (in thousands): Level 1 Level 2 Level 3 Total Fair Value Liabilities: Public warrants 3 — — 3 $ 3 $ — $ — $ 3 |
Schedule of Changes in Fair Value | The following tables provides a roll-forward in the changes in fair value in the public warrants for the three months ended March 31, 2024 (in thousands): Warrants Balance, January 1, 2024 $ 3 Change in fair value 3 Balance, March 31, 2024 $ 6 Changes in fair value included in earnings for the period relating to liabilities held at March 31, 2024 $ 3 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Actual Basic and Diluted Earnings Per Share | The following table reconciles actual basic and diluted income (loss) per share for the three months ended March 31, 2024 and 2023, respectively (in thousands, except share and per share data). Three Months Ended March 31, 2024 2023 Numerator: Net income (loss) for basic net income (loss) calculation $ 417 $ (2,262) Effect of dilutive securities: Interest expense on Convertible Notes 85 — Net income (loss) for diluted net income (loss) calculation $ 502 $ (2,262) Denominator Denominator for basic net income (loss) per share, weighted average 45,432,272 26,803,839 Effect of dilutive securities: Convertible notes stock conversion, weighted average as converted 31,882,784 — Denominator for diluted net income per share 77,315,056 26,803,839 Net income (loss) per common share Basic $ 0.01 $ (0.08) Diluted $ 0.01 $ (0.08) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share | The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net income per common share for the three months ended March 31, 2024 and the net loss per common share for the three months ended March 31, 2023 were as follows: Three Months Ended March 31, 2024 2023 Shares unvested and subject to exercise of stock options 13,896 120,431 Shares subject to outstanding common stock options 2,255,034 2,945,020 Shares subject to convertible notes stock conversion — 695,261 Shares subject to warrants stock conversion 16,000,000 16,586,980 Shares subject to contingent earn out 10,500,000 10,500,000 Restricted stock units 2,161,509 1,314,000 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) | Mar. 31, 2024 subsidiary |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of subsidiaries | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jan. 23, 2024 USD ($) | Mar. 31, 2024 USD ($) segment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Concentration Risk [Line Items] | ||||
Accumulated deficit | $ 36,148 | $ 36,565 | ||
Cash flows used in operating activities | 1,878 | $ (379) | ||
Working capital | (1,400) | |||
Cash and cash equivalents | $ 1,668 | $ 331 | ||
Number of operating segments | segment | 1 | |||
Number of reportable segments | segment | 1 | |||
Cash in excess of insured limits | $ 1,300 | |||
8% Secured Convertible Notes, due January 23, 2026 | Convertible Debt | ||||
Concentration Risk [Line Items] | ||||
Aggregate principal amount | $ 6,400 | |||
Interest rate (as percent) | 8% | |||
Debt instrument, term (in years) | 2 years | |||
12% Secured Term Notes, due January 23, 2026 | Secured Debt | ||||
Concentration Risk [Line Items] | ||||
Aggregate principal amount | $ 1,600 | |||
Interest rate (as percent) | 12% | |||
Debt instrument, term (in years) | 2 years | |||
Senior Secured Original Issue Discount Convertible Note | Convertible Notes Payable | ||||
Concentration Risk [Line Items] | ||||
Interest rate (as percent) | 6% | |||
Revenue from Contract with Customer Benchmark | One Customer | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 14% | 12% | ||
Accounts Receivable | Two Customers | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 23% | 30% | ||
Cost of Goods and Service Benchmark | Supplier Concentration Risk | One Vendor | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 60% | 75% | ||
Accounts Payable | Supplier Concentration Risk | One Vendor | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 26% | |||
Accounts Payable | Supplier Concentration Risk | Two Vendor | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 30% |
ACCOUNTS RECEIVABLE - Schedule
ACCOUNTS RECEIVABLE - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Receivables [Abstract] | ||
Accounts receivable | $ 4,005 | $ 3,690 |
Unbilled receivables | 854 | 853 |
Total receivables | 4,859 | 4,543 |
Less allowance for doubtful accounts | (1,648) | (1,595) |
Accounts receivable, net | $ 3,211 | $ 2,948 |
ACCOUNTS RECEIVABLE - Narrative
ACCOUNTS RECEIVABLE - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Receivables [Abstract] | ||
Bad debt expense | $ 87 | $ 169 |
ACCOUNTS RECEIVABLE - Schedul_2
ACCOUNTS RECEIVABLE - Schedule of Allowance for Credit Loss (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Allowance for credit loss, beginning balance | $ 1,595 |
Current-period provision (release) for expected credit losses | 53 |
Write-offs charged against the allowance, net of recoveries and other | 0 |
Allowance for credit loss, ending balance | $ 1,648 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 109 | $ 379 |
Other prepaid expenses | 390 | 425 |
Deposits | 89 | 89 |
Total prepaid expenses and other current assets | $ 588 | $ 893 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 1,107 | $ 1,048 |
Less accumulated depreciation and amortization | (782) | (728) |
Property and equipment, net | 325 | 320 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 448 | 416 |
Furniture & fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 176 | 149 |
Data warehouse | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 286 | 286 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 197 | $ 197 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Property and equipment, useful life (in years) | 3 years | |
Depreciation and amortization | $ 54 | $ 66 |
CONVERTIBLE NOTE RECEIVABLE (De
CONVERTIBLE NOTE RECEIVABLE (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Apr. 30, 2022 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Convertible note receivable | $ 250 | |||
Note receivable, interest rate (as percent) | 5% | |||
Convertible debt | $ 0 | |||
Interest income | $ 4 | $ 10 | ||
Convertible Note Receivable, Accrued Interest | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Impairment loss | 272 | |||
Interest income | $ 22 |
ACCRUED EXPENSES AND OTHER LI_3
ACCRUED EXPENSES AND OTHER LIABILITIES - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued wages, commission and bonus | $ 270 | $ 393 |
Accrued professional fees | 95 | 176 |
Deferred financial advisory fees | 1,000 | 1,000 |
Other liabilities | 402 | 382 |
Accrued expense and other current liabilities | $ 1,767 | $ 1,951 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | |||
Jan. 23, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||
Technology and software development | $ 1,666,000 | $ 2,300,000 | ||
8% Secured Convertible Notes, due January 23, 2026 | Convertible Debt | ||||
Related Party Transaction [Line Items] | ||||
Aggregate principal amount | $ 6,400,000 | |||
Interest rate (as percent) | 8% | |||
12% Secured Term Notes, due January 23, 2026 | Secured Debt | ||||
Related Party Transaction [Line Items] | ||||
Aggregate principal amount | $ 1,600,000 | |||
Interest rate (as percent) | 12% | |||
Majority Shareholder | ||||
Related Party Transaction [Line Items] | ||||
Technology and software development | 2,000 | $ 4,000 | ||
Accounts payable | 2,000 | $ 2,000 | ||
Related Party | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable | $ 0 | $ 540,000 | ||
Related Party | 8% Secured Convertible Notes, due January 23, 2026 | Convertible Debt | ||||
Related Party Transaction [Line Items] | ||||
Aggregate principal amount | $ 6,400,000 | |||
Interest rate (as percent) | 8% | |||
Related Party | 12% Secured Term Notes, due January 23, 2026 | Secured Debt | ||||
Related Party Transaction [Line Items] | ||||
Aggregate principal amount | $ 1,600,000 | |||
Interest rate (as percent) | 12% | |||
Mr. Sykes, CFO | 8% Secured Convertible Notes, due January 23, 2026 | Convertible Debt | ||||
Related Party Transaction [Line Items] | ||||
Interest rate (as percent) | 8% | |||
Purchases from related party | $ 25,000 | |||
Mr. Sykes, CFO | 12% Secured Term Notes, due January 23, 2026 | Secured Debt | ||||
Related Party Transaction [Line Items] | ||||
Interest rate (as percent) | 12% | |||
Purchases from related party | $ 6,250 | |||
Mr. Harris, CEO | 8% Secured Convertible Notes, due January 23, 2026 | Convertible Debt | ||||
Related Party Transaction [Line Items] | ||||
Interest rate (as percent) | 8% | |||
Purchases from related party | $ 320,000 | |||
Mr. Harris, CEO | 12% Secured Term Notes, due January 23, 2026 | Secured Debt | ||||
Related Party Transaction [Line Items] | ||||
Interest rate (as percent) | 12% | |||
Purchases from related party | $ 80,000 | |||
Director | 8% Secured Convertible Notes, due January 23, 2026 | Convertible Debt | ||||
Related Party Transaction [Line Items] | ||||
Interest rate (as percent) | 8% | |||
Purchases from related party | $ 1,300,000 | |||
Director | 12% Secured Term Notes, due January 23, 2026 | Secured Debt | ||||
Related Party Transaction [Line Items] | ||||
Interest rate (as percent) | 12% | |||
Purchases from related party | $ 5,200,000 |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Jan. 23, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | |||
Carrying value | $ 8,000 | $ 0 | |
Less: Deferred financing fees, net | (802) | 0 | |
Total | 7,198 | 0 | |
12% Secured Term Notes, due January 23, 2026 | Secured Debt | |||
Debt Instrument [Line Items] | |||
Carrying value | 1,600 | 0 | |
Interest rate (as percent) | 12% | ||
8% Secured Convertible Notes, due January 23, 2026 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Carrying value | $ 6,400 | $ 0 | |
Interest rate (as percent) | 8% |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Jan. 23, 2024 | |
Debt Instrument [Line Items] | |||
Interest expense | $ 875 | $ 391 | |
Term Note And 8.00% Convertible Note | Secured Debt | |||
Debt Instrument [Line Items] | |||
Interest expense | $ 233 | ||
12% Secured Term Notes, due January 23, 2026 | Secured Debt | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 1,600 | ||
Interest rate (as percent) | 12% | ||
8% Secured Convertible Notes, due January 23, 2026 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 6,400 | ||
Interest rate (as percent) | 8% | ||
Conversion price (dollars per share) | $ 0.15 |
6% SENIOR SECURED CONVERTIBLE_2
6% SENIOR SECURED CONVERTIBLE NOTES (Details) | 3 Months Ended | ||||
Jan. 23, 2024 USD ($) | Jun. 14, 2022 USD ($) | Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |||||
Proceeds from issuance of convertible notes | $ 6,400,000 | $ 0 | |||
Purchase obligation | $ 2,900,000 | 2,895,000 | 1,457,000 | ||
Carrying value | 8,000,000 | $ 0 | |||
Interest expense | 875,000 | 391,000 | |||
Gain on note repurchase | $ 1,573,000 | 0 | |||
Secured Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Warrants outstanding (in shares) | shares | 586,890 | ||||
Warrants and rights outstanding | $ 839,000 | ||||
Maturity term (in years) | 5 years | ||||
Secured Convertible Notes | Measurement Input, Share Price | |||||
Debt Instrument [Line Items] | |||||
Convertible warrants, measurement input | 4.28 | ||||
Secured Convertible Notes | Measurement Input, Conversion Price | |||||
Debt Instrument [Line Items] | |||||
Convertible warrants, measurement input | 12 | ||||
Secured Convertible Notes | Measurement Input, Risk Free Interest Rate | |||||
Debt Instrument [Line Items] | |||||
Convertible warrants, measurement input | 0.0361 | ||||
Secured Convertible Notes | Measurement Input, Price Volatility | |||||
Debt Instrument [Line Items] | |||||
Convertible warrants, measurement input | 0.65 | ||||
Convertible Notes Payable | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of convertible notes | $ 10,000,000 | ||||
Senior Secured Original Issue Discount Convertible Note | Convertible Notes Payable | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | 11,000,000 | ||||
Discount issued on convertible notes | $ 1,000,000 | ||||
Senior Secured Original Issue Discount Convertible Note | Convertible Notes Payable | |||||
Debt Instrument [Line Items] | |||||
Interest rate (as percent) | 6% | ||||
Discount issued on convertible notes | 700,000 | ||||
Carrying value | $ 0 | 5,100,000 | |||
Long-term debt, non-current | $ 4,400,000 | ||||
Interest expense | 14,000 | $ 402,000 | |||
Gain on note repurchase | $ 1,600,000 |
WARRANT LIABILITIES (Details)
WARRANT LIABILITIES (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jun. 14, 2022 | Jun. 13, 2022 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative liability, noncurrent | $ 6,000 | $ 3,000 | |||
Change in fair value of warrants | (3,000) | $ (153,000) | |||
Estimate of Fair Value Measurement | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative liability, noncurrent | $ 6,400 | $ 3,200 | |||
Redeemable Warrants | Class A common stock | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Warrants outstanding (in shares) | 10,000,000 | ||||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||||
Warrants and rights outstanding | $ 6,000,000 | $ 10,000,000 | |||
Number of shares issuable per each warrant (in shares) | 1 | ||||
Private Placement Warrant | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Warrants outstanding (in shares) | 6,000,000 | ||||
Exercise price of warrants (in dollars per share) | $ 11.50 |
REVENUE RECOGNITION - Schedule
REVENUE RECOGNITION - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 6,474 | $ 7,157 |
Brand revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 59 | 295 |
Brand revenue | United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 59 | 294 |
Brand revenue | Canada | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 1 |
Retail revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,415 | 6,862 |
Retail revenue | United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,273 | 6,663 |
Retail revenue | Canada | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 142 | $ 199 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | United States | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 98% | 97% |
CONTRACT ASSETS AND LIABILITI_3
CONTRACT ASSETS AND LIABILITIES - Contract Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Deferred sales commissions | $ 255 | $ 273 |
CONTRACT ASSETS AND LIABILITI_4
CONTRACT ASSETS AND LIABILITIES - Movement in Contract Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Contract with Customer, Assets [Roll Forward] | ||
Contract assets at start of the period | $ 273 | $ 333 |
Expense deferred during the period | 36 | 165 |
(Less) amounts expensed during the period | (54) | (225) |
Contract assets at end of the period | $ 255 | $ 273 |
STOCK BASED COMPENSATION - Narr
STOCK BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jan. 01, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jun. 13, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Common stock, capital shares reserved for future issuance (in shares) | 1,525,175 | ||||
Percentage of amount of shares of common stock | 5% | ||||
Exercise of stock options (in shares) | 0 | ||||
Options vested and exercisable (in shares) | 2,255,034 | 2,244,102 | |||
Options outstanding and exercisable, intrinsic value | $ 0 | ||||
Cost not yet recognized | $ 17 | ||||
Options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Recognition period (in years) | 3 months | ||||
Restricted Stock Units (RSUs) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Cost not yet recognized | $ 1,100 | ||||
Restricted Stock | Tranche One | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Award vesting rights percentage | 33% | ||||
Restricted Stock | Tranche Two | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Award vesting rights percentage | 33% | ||||
Restricted Stock | Tranche Three | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Award vesting rights percentage | 33% | ||||
2022 Long-Term Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Percentage of amount of shares of common stock | 5% | ||||
Issuance of common stock (in shares) | 1,332,986 | ||||
Additional shares authorized (in shares) | 2,266,988 | ||||
Common stock, authorized for issuance (in shares) | 5,125,149 | ||||
Legacy Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 17 | $ 30 | |||
2023 Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 178 | $ 132 |
STOCK BASED COMPENSATION - Stoc
STOCK BASED COMPENSATION - Stock Options Outstanding (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Number of Options | ||
Outstanding beginning balance (in shares) | 2,271,894 | |
Options granted (in shares) | 0 | |
Options exercised (in shares) | 0 | |
Options forfeited (in shares) | (2,964) | |
Options cancelled (in shares) | 0 | |
Outstanding ending balance (in shares) | 2,268,930 | 2,271,894 |
Weighted Average Exercise Price (Per Share) | ||
Outstanding beginning balance (in dollars per share) | $ 0.57 | |
Options exercised (in dollars per share) | 0 | |
Options forfeited (in dollars per share) | 1.26 | |
Options cancelled (in dollars per share) | 0 | |
Outstanding ending balance (in dollars per share) | $ 0.57 | $ 0.57 |
Options Vested and Exercisable, Number Of Options (in shares) | 2,255,034 | 2,244,102 |
Options Vested and Exercisable, Weighted Average Remaining Contractual Life (Years) | 4 years 6 months 25 days | 4 years 9 months 21 days |
Options Vested and Exercisable, Weighted Average Exercise Price (Per Share) | $ 0.57 | $ 0.56 |
STOCK BASED COMPENSATION - Sche
STOCK BASED COMPENSATION - Schedule of Restricted Stock Units Outstanding (Details) - Restricted Stock Units Outstanding - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Number of RSUs | |||
Outstanding beginning balance (in shares) | 2,211,509 | 725,000 | |
RSUs granted (in shares) | 1,989,000 | ||
RSUs forfeited (in shares | (50,000) | (276,836) | |
RSUs vested and common stock issued (in shares) | (225,655) | ||
Outstanding ending balance (in shares) | 2,161,509 | 2,211,509 | 725,000 |
Weighted Average Fair Value (Per Share) | |||
Outstanding beginning balance (in dollars per share) | $ 0.80 | $ 1.97 | |
RSUs granted (in dollars per share) | 0.56 | ||
RSUs forfeited (in dollars per share) | 0.80 | 1.28 | |
RSUs vested and common stock issued (in dollars per share) | 1.97 | ||
Outstanding ending balance (in dollars per share) | $ 0.79 | $ 0.80 | $ 1.97 |
Weighted Average Vesting (Years) | 1 year 10 months 24 days | 2 years 6 months |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
Lessee, Lease, Description [Line Items] | |||
Term of contract (in months) | 98 months | ||
Operating lease cost | $ 160 | $ 133 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Monthly rent expense | $ 38 | ||
Minimum | Boca Raton, Florida, Seattle, Washington And Ontario, Canada | |||
Lessee, Lease, Description [Line Items] | |||
Monthly rent expense | 4 | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Monthly rent expense | $ 48 | ||
Maximum | Boca Raton, Florida, Seattle, Washington And Ontario, Canada | |||
Lessee, Lease, Description [Line Items] | |||
Monthly rent expense | $ 48 |
LEASES - Schedule of Supplement
LEASES - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets: | ||
Right of use asset - operating lease | $ 3,031 | $ 340 |
Liabilities | ||
Current | 329 | 99 |
Non-current | 2,815 | 225 |
Total operating lease liability | $ 3,144 | $ 324 |
LEASES - Schedule of Lease Cost
LEASES - Schedule of Lease Cost and Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease cost | $ 160 | $ 133 |
Operating cash flows paid to operating leases | 31 | 126 |
Right-of-use assets in exchange for new operating lease liabilities | $ 2,781 | $ 0 |
Weighted-average remaining lease term — operating leases (months) | 89 months 27 days | 17 months 27 days |
Weighted-average discount rate — operating leases | 9.05% | 5.67% |
LEASES - Schedule of Lease Liab
LEASES - Schedule of Lease Liability Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
2024 | $ 434 | |
2025 | 595 | |
2026 | 592 | |
2027 | 504 | |
Thereafter | 2,278 | |
Total lease payments | 4,403 | |
Less Imputed Interest | (1,259) | |
Present value of lease liabilities | $ 3,144 | $ 324 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Amounts from deferred payroll tax credits | $ 2,000 | ||
Operating expenses offset | 600 | ||
Deferred payroll tax credits | $ 1,400 | $ 1,751 | $ 1,751 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule Of Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Liabilities: | ||
Derivative liability, noncurrent | $ 6 | $ 3 |
Total Fair Value | 6 | 3 |
Public warrants | ||
Liabilities: | ||
Derivative liability, noncurrent | 6 | 3 |
Level 1 | ||
Liabilities: | ||
Total Fair Value | 6 | 3 |
Level 1 | Public warrants | ||
Liabilities: | ||
Derivative liability, noncurrent | 6 | 3 |
Level 2 | ||
Liabilities: | ||
Total Fair Value | 0 | 0 |
Level 2 | Public warrants | ||
Liabilities: | ||
Derivative liability, noncurrent | 0 | 0 |
Level 3 | ||
Liabilities: | ||
Total Fair Value | 0 | 0 |
Level 3 | Public warrants | ||
Liabilities: | ||
Derivative liability, noncurrent | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) | Mar. 31, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) | Jun. 14, 2022 shares | Jun. 13, 2022 $ / shares shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, noncurrent | $ | $ 6,000 | $ 3,000 | ||
Measurement Input, Share Price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability measurement input | $ / shares | 0.0004 | |||
Estimate of Fair Value Measurement | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, noncurrent | $ | $ 6,400 | $ 3,200 | ||
Redeemable Warrants | Class A common stock | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants outstanding (in shares) | shares | 10,000,000 | |||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | |||
Number of shares issuable per each warrant (in shares) | shares | 1 | |||
Private Placement Warrant | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants outstanding (in shares) | shares | 6,000,000 | |||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | |||
Public warrants | Estimate of Fair Value Measurement | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, noncurrent | $ | $ 6,400 |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Changes in Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Changes in fair value | $ 3 | $ 153 |
Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 3 | |
Changes in fair value | 3 | |
Ending balance | $ 6 |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) | Jun. 14, 2022 day $ / shares shares | Mar. 31, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares |
Class of Stock [Line Items] | |||
Sponsor earnout shares (in shares) | shares | 1,000,000 | ||
Stock price trigger (in dollars per share) | $ / shares | $ 12 | ||
Number of trading days | 20 | ||
Number of consecutive trading days | 30 | ||
Capital stock authorized (in shares) | shares | 350,000,000 | ||
Common stock, shares authorized (in shares) | shares | 300,000,000 | 300,000,000 | 300,000,000 |
Preferred stock, shares authorized (in shares) | shares | 50,000,000 | ||
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | ||
Contingent And Earnout Shares, Scenario One | |||
Class of Stock [Line Items] | |||
Contingent and earnout shares, to be issued (in shares) | shares | 7,000,000 | ||
Contingent and earnout shares, stock price threshold (usd per share) | $ / shares | $ 12 | ||
Contingent and earnout shares, stock price threshold, triggering event period | 20 | ||
Contingent and earnout shares, stock price threshold, trading days period | 30 | ||
Contingent and earnout shares, stock price threshold, contingency period (in months) | 60 months | ||
Contingent And Earnout Shares, Scenario Two | |||
Class of Stock [Line Items] | |||
Contingent and earnout shares, to be issued (in shares) | shares | 2,250,000 | ||
Contingent and earnout shares, stock price threshold (usd per share) | $ / shares | $ 15 | ||
Contingent and earnout shares, stock price threshold, triggering event period | 20 | ||
Contingent and earnout shares, stock price threshold, trading days period | 30 | ||
Contingent and earnout shares, stock price threshold, contingency period (in months) | 60 months | ||
Contingent And Earnout Shares, Scenario Three | |||
Class of Stock [Line Items] | |||
Contingent and earnout shares, to be issued (in shares) | shares | 1,250,000 | ||
Contingent and earnout shares, stock price threshold (usd per share) | $ / shares | $ 18 | ||
Contingent and earnout shares, stock price threshold, triggering event period | 20 | ||
Contingent and earnout shares, stock price threshold, trading days period | 30 | ||
Contingent and earnout shares, stock price threshold, contingency period (in months) | 60 months |
NET INCOME (LOSS) PER SHARE - N
NET INCOME (LOSS) PER SHARE - Narrative (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Earnings Per Share [Abstract] | |||
Common stock, shares, issued (in shares) | 45,594,864 | 45,339,762 | 26,940,841 |
Common stock, shares, outstanding (in shares) | 45,594,864 | 45,339,762 | 26,940,841 |
NET INCOME (LOSS) PER SHARE - S
NET INCOME (LOSS) PER SHARE - Schedule of Reconciliation of Actual Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net income (loss) for basic net income (loss) calculation | $ 417 | $ (2,262) |
Effect of dilutive securities: | ||
Interest expense on Convertible Notes | 85 | 0 |
Net income (loss) for diluted net income (loss) calculation | $ 502 | $ (2,262) |
Denominator | ||
Denominator for basic net income (loss) per share, weighted average (in shares) | 45,432,272 | 26,803,839 |
Effect of dilutive securities: | ||
Convertible notes stock conversion, weighted average as converted (in shares) | 31,882,784 | 0 |
Denominator for diluted net income per share (in shares) | 77,315,056 | 26,803,839 |
Net income (loss) per common share, basic (in dollars per share) | $ 0.01 | $ (0.08) |
Net income (loss) per common share, diluted (in dollars per share) | $ 0.01 | $ (0.08) |
NET INCOME (LOSS) PER SHARE -_2
NET INCOME (LOSS) PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Shares unvested and subject to exercise of stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 13,896 | 120,431 |
Shares subject to outstanding common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 2,255,034 | 2,945,020 |
Shares subject to convertible notes stock conversion | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 0 | 695,261 |
Shares subject to warrants stock conversion | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 16,000,000 | 16,586,980 |
Shares subject to contingent earn out | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 10,500,000 | 10,500,000 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 2,161,509 | 1,314,000 |
BENEFIT PLAN (Details)
BENEFIT PLAN (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Postemployment Benefits [Abstract] | ||
Company matching contributions | $ 96 | $ 158 |