Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 30, 2023 | Apr. 01, 2024 | Jul. 01, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-30 | ||
Document Period End Date | Dec. 30, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 000-19621 | ||
Entity Registrant Name | JANONE INC. | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 41-1454591 | ||
Entity Address, Address Line One | 325 E. Warm Springs Road | ||
Entity Address, City or Town | Las Vegas | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89119 | ||
City Area Code | 702 | ||
Local Phone Number | 997-5968 | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Trading Symbol | JAN | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,981,872 | ||
Entity Common Stock, Shares Outstanding | 8,593,636 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000862861 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Dec. 30, 2023 | |
Auditor [Abstract] | |
Auditor Firm ID | 6849 |
Auditor Name | Hudgens CPA, PLLC |
Auditor Location | Houston, Texas |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 5 | $ 61 |
Trade and other receivables, net | 266 | 106 |
Prepaid expenses and other current assets | 75 | 394 |
Current assets from discontinued operations | 0 | 8,612 |
Total current assets | 346 | 9,173 |
Intangible assets | 17,842 | 19,293 |
Other intangible assets, net | 4 | 4 |
Note receivable - SPYR, net | 0 | 8,974 |
Marketable securities | 286 | 315 |
Deposits and other assets | 9 | 18 |
Other assets from discontinued operations | 0 | 8,979 |
Total assets | 18,487 | 46,756 |
Liabilities: | ||
Accounts payable | 2,272 | 2,276 |
Accrued liabilities - other | 3,633 | 1,006 |
Short term debt | 0 | 274 |
Current liabilities from discontinued operations | 0 | 20,382 |
Total current liabilities | 5,905 | 23,938 |
Deferred income taxes, net | 639 | 195 |
Other noncurrent liabilities | 34 | 46 |
Noncurrent liabilities from discontinued operations | 0 | 5,760 |
Total liabilities | 7,285 | 29,939 |
Commitments and Contingencies (Note 19) | ||
Stockholders' equity: | ||
Common stock, par value $0.001 per share, 200,000,000 shares authorized, 4,957,647 and 2,827,410 shares issued and outstanding at December 30, 2023 and at December 31, 2022, respectively | 3 | 2 |
Additional paid in capital | 47,323 | 45,748 |
Accumulated deficit | (50,634) | (42,822) |
Accumulated other comprehensive loss | 0 | (621) |
Total stockholders' equity | (3,308) | 2,307 |
Total liabilities, mezzanine equity, and stockholders' equity | 18,487 | 46,756 |
Related Party | ||
Liabilities: | ||
Related party note | 707 | 0 |
Series S | ||
Mezzanine equity | ||
Convertible preferred stock, series S - par value $0.001 per share 200,000 authorized, 100,000 and 100,000 shares issued and outstanding at December 30, 2023 and December 31, 2022, respectively | 14,510 | 14,510 |
Series A-1 | ||
Stockholders' equity: | ||
Convertible preferred stock, series A-1 - par value $0.001 per share 2,000,000 authorized, 193,730 and 222,588 shares issued and outstanding at December 30, 2023 and December 31, 2022, respectively | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 30, 2023 | Dec. 31, 2022 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, issued shares (in shares) | 4,957,647 | 2,827,410 |
Common stock, outstanding shares (in shares) | 4,957,647 | 2,827,410 |
Series S | ||
Convertible preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized (in shares) | 200,000 | 200,000 |
Convertible preferred stock, shares issued (in shares) | 100,000 | 100,000 |
Convertible preferred stock, shares outstanding (in shares) | 100,000 | 100,000 |
Series A-1 | ||
Convertible preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Convertible preferred stock, shares issued (in shares) | 193,730 | 222,588 |
Convertible preferred stock, outstanding shares (in shares) | 193,730 | 222,588 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 30, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 0 | $ 0 |
Cost of revenues | 0 | 0 |
Gross profit | 0 | 0 |
Operating expenses: | ||
Selling, general and administrative expenses | 4,746 | 3,149 |
Impairment charges | 15,100 | 0 |
Total operating expenses | 19,846 | 3,149 |
Operating loss | (19,846) | (3,149) |
Other income: | ||
Interest income, net | 2,250 | 468 |
Gain on litigation settlement | 0 | 1,950 |
Gain on reversal of contingent liabilities | 0 | 637 |
Unrealized loss on marketable securities | (926) | (631) |
Other income, net | 998 | 2,124 |
Total other income, net | 2,322 | 4,548 |
(Loss) income before benefit from income taxes | (17,524) | 1,399 |
Income tax benefit | (429) | (6,621) |
Net (loss) income from continuing operations | (17,095) | 8,020 |
Income from discontinued operations | 10,254 | 5,081 |
Income tax provision for discontinued operations | 971 | 2,109 |
Net income from discontinued operations | 9,283 | 2,972 |
Net (loss) income | $ (7,812) | $ 10,992 |
Income (loss) per share: | ||
Net (loss) income per share from continuing operations, basic (in usd per share) | $ (4.27) | $ 2.55 |
Net (loss) income per share from continuing operations, diluted (in usd per share) | (4.27) | 2.55 |
Net income per share from discontinued operations, basic (in usd per share) | 2.32 | 0.94 |
Net income per share from discontinued operations, diluted (in usd per share) | 2.09 | 0.94 |
Net income per share, basic (in usd per share) | (1.95) | 3.49 |
Net income per share, diluted (in usd per share) | $ (1.95) | $ 3.49 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 4,005,334 | 3,150,230 |
Diluted (in shares) | 4,444,361 | 3,150,230 |
Net income | $ (7,812) | $ 10,992 |
Other comprehensive loss, net of tax | ||
Effect of foreign currency translation adjustments | 0 | (4) |
Total other comprehensive loss, net of tax | 0 | (4) |
Comprehensive (loss) income | $ (7,812) | $ 10,988 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Series A Preferred | Common Stock | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive Deficit |
Beginning balance (in shares) at Jan. 01, 2022 | 238,729 | |||||
Beginning balance at Jan. 01, 2022 | $ (8,676) | $ 0 | $ 2 | $ 45,743 | $ (53,804) | $ (617) |
Beginning balance (in shares) at Jan. 01, 2022 | 2,827,410 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Other comprehensive (loss) income | (14) | (10) | (4) | |||
Share based compensation | 5 | 5 | ||||
Series A-1 preferred converted for legal settlement (in shares) | (16,141) | 322,820 | ||||
Net income (loss) | 10,992 | 10,992 | ||||
Ending balance (in shares) at Dec. 31, 2022 | 222,588 | |||||
Ending balance at Dec. 31, 2022 | $ 2,307 | $ 0 | $ 2 | 45,748 | (42,822) | (621) |
Ending balance (in shares) at Dec. 31, 2022 | 2,827,410 | 3,150,230 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Other comprehensive (loss) income | $ 621 | 0 | 621 | |||
Common stock issued for equity financing (in shares) | 779,000 | |||||
Common stock issued for equity financing | 793 | $ 1 | 792 | |||
Share based compensation | 14 | 14 | ||||
Series A-1 preferred converted for legal settlement (in shares) | (27,353) | 547,069 | ||||
Series A-1 preferred converted for legal settlement | 510 | 510 | ||||
Series A-1 Preferred forfeited (in shares) | (1,505) | |||||
Warrants exercised (in shares) | 481,348 | |||||
Warrants exercised | 259 | 259 | ||||
Net income (loss) | (7,812) | (7,812) | ||||
Ending balance (in shares) at Dec. 30, 2023 | 193,730 | |||||
Ending balance at Dec. 30, 2023 | $ (3,308) | $ 0 | $ 3 | $ 47,323 | $ (50,634) | $ 0 |
Ending balance (in shares) at Dec. 30, 2023 | 4,957,647 | 4,957,647 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 30, 2023 | Dec. 31, 2022 | |
OPERATING ACTIVITIES: | ||
Net (loss) income from continuing operations | $ (17,095) | $ 8,020 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 1,452 | 2 |
Accretion of note receivable discount | (1,223) | (387) |
Stock based compensation expense | 14 | 5 |
Bad debt expense | 617 | 0 |
Gain on reversal of contingent liabilities | 0 | (637) |
Write off of VM7 note receivable | 5,320 | 0 |
Write off of SPYR note receivable | 9,780 | 0 |
Unrealized loss on marketable securities | 926 | 631 |
Change in deferred income taxes | 444 | (4,588) |
Changes in assets and liabilities: | ||
Accounts receivable | (367) | (5,184) |
Prepaid expenses and other current assets | 320 | 70 |
Other assets | 8 | 1,328 |
Accounts payable and accrued expenses | (1,052) | 184 |
Operating cash flows provided by (used in) discontinued operations | 2,319 | (2,501) |
Net cash provided by (used in) operating activities | 1,463 | (3,057) |
INVESTING ACTIVITIES: | ||
Investing cash flows used in discontinued operations | (155) | (1,509) |
Net cash used in investing activities | (155) | (1,509) |
FINANCING ACTIVITIES: | ||
Proceeds from equity financings, net | 792 | 0 |
Warrants exercised | 259 | 0 |
Payments on short term notes payable | (274) | (14) |
Financing cash flows (used in) provided by discontinued operations | (2,212) | 3,993 |
Net cash (used in) provided by financing activities | (1,435) | 3,979 |
Effect of changes in exchange rate on cash and cash equivalents | 17 | (4) |
DECREASE IN CASH AND CASH EQUIVALENTS | (110) | (591) |
CASH AND CASH EQUIVALENTS, beginning of period | 115 | |
LESS CASH OF DISCONTINUED OPERATIONS, end of period | 0 | (53) |
CASH AND CASH EQUIVALENTS OF CONTINUING OPERATIONS, end of period | 5 | 61 |
Supplemental cash flow disclosures: | ||
Noncash recognition of new leases | 0 | 4,000 |
Interest paid | 133 | 407 |
Income taxes paid, net | $ 0 | $ 108 |
Background and Basis of Present
Background and Basis of Presentation | 12 Months Ended |
Dec. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Basis of Presentation | Note 1: Background and Basis of Presentation The accompanying consolidated financial statements include the accounts of JanOne Inc., a Nevada corporation, and its subsidiaries (collectively, the “Company” or “JanOne”). The Company had three operating segments – Biotechnology, Recycling, and Technology. In connection with the sale of GeoTraq, Inc. (“GeoTraq”) (see Note 5) and the sale of the Recycling segment consisting of the following Recycling Subsidiaries: (a) ARCA Recycling, Inc., a California corporation, (b) ARCA Canada, a corporation organized under the laws of Ontario, Canada, and (c) Customer Connexx LLC, a Nevada limited liability company (see Note 4), the accounts for the Recycling and Technology segments have been consolidated and presented as discontinued operations in the accompanying consolidated financial statements. See Note 6. Biotechnology During September 2019, JanOne, through its biotechnology segment, broadened its business perspectives to become a pharmaceutical company focused on finding treatments for conditions that cause severe pain and bringing to market drugs with non-addictive pain-relieving properties. Effective December 28, 2022, the Company acquired Soin Therapeutics LLC, a Delaware limited liability company (“STLLC”), and its product, a patent-pending, novel formulation of low-dose naltrexone, (“JAN123”). The product is being developed for the treatment of Complex Regional Pain Syndrome (CRPS), an indication that causes severe, chronic pain generally affecting the arms or legs. At present, there are no truly effective treatments for CRPS. Because of the relatively small number of patients afflicted with CRPS, the FDA has granted Orphan Drug Designation for any product approved for treatment of CRPS. This designation will provide the Company with tax credits for its clinical trials, exemption of user fees, and the potential of seven years of market exclusivity following approval. In addition, development of orphan drugs currently also involves smaller trials and quicker times to approval, given the limited number of patients available to study. However, there can be no assurance that the product will receive FDA approval or that it will result in material sales. Recycling The Recycling Subsidiaries constituted the Company’s Recycling segment and provided turnkey recycling services for electric utility energy efficiency programs in the United States. ARCA Recycling and ARCA Canada recycle major household appliances in North America by providing turnkey appliance recycling and replacement services for utilities and other sponsors of energy efficiency programs. Connexx provided call center services for ARCA Recycling and ARCA Canada. On March 9, 2023, retroactive to March 1, 2023, the Company entered into a Stock Purchase Agreement (the “Recycling Purchase Agreement” with VM7 Corporation (“VM7”), under which it agreed to acquire all of the outstanding equity interests of the Recycling Subsidiaries. The principal of VM7 is Virland A. Johnson, our Chief Financial Officer. The sale of all of the outstanding equity interests of the Recycling Subsidiaries to VM7 under the Recycling Purchase Agreement was consummated simultaneously with the execution of the Recycling Purchase Agreement. See Note 4. The Company’s Board of Directors unanimously approved the Recycling Purchase Agreement and the Disposition Transaction. In connection with the disposition of the Recycling Subsidiaries, accounts for the Recycling segment have been presented as discontinued operations in the accompanying consolidated financial statements. See Note 6. Technology GeoTraq Inc. (“GeoTraq”) was the Company’s Technology segment. On May 24, 2022, the Company entered into an Asset Purchase Agreement with SPYR Technologies Inc., pursuant to which the Company sold to SPYR substantially all the assets and none of the liabilities of its wholly-owned subsidiary GeoTraq Inc. The aggregate purchase price for the GeoTraq Assets was $13.5 million, payable in cash and shares of SPYR’s common stock. As of the closing of the transaction on May 24, 2022, SPYR issued to the Company 30,000,000 shares of its common stock at $0.03 per share, and delivered a five-year Promissory Note in the principal amount of $12.6 million. The Promissory Note bears simple interest at the rate of 8% per annum, provides quarterly interest payments due the first day of each calendar quarter, and may be prepaid at any time without penalty. Quarterly interest payments may be made in cash or in SPYR’s restricted common stock. The Promissory Note matures on May 23, 2027. The accounts for the Technology segment have been presented as discontinued operations in the accompanying consolidated financial statements. See Note 6. The Company reports on a 52- or 53-week fiscal year. The Company's 2023 fiscal year (“2023”) ended on December 30, 2023, and our fiscal year (“2022”) ended on December 31, 2022. Going concern The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business, however, the issues described below raise substantial doubt about the Company’s ability to do so. The Company currently faces a challenging competitive environment and is focused on improving its overall profitability, which includes managing expenses. The Company reported a net loss from continuing operations of approximately $17.1 million for the year ended December 30, 2023, and net income from continuing operations of approximately $8.0 million for the fiscal year ended December 31, 2022. Additionally, as of December 30, 2023, the Company has total current assets of approximately $346,000 and total current liabilities of approximately $5.9 million resulting in a net negative working capital of approximately $5.2 million. Cash used in continuing operations was approximately $855,000. The Company intends to raise funds to support future development of JAN 123 either through capital raises or structured arrangements. However, the success of such funding cannot be assured. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications. The prior year amounts have also been modified in these financial statements to properly present amounts under continuing and discontinued operations. See Note 6. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumption that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in connection with the accompanying consolidated financial statements include the fair values in connection with the GeoTraq promissory note, analysis of other intangibles and long-lived assets for impairment, valuation allowance against deferred tax assets, lease terminations, and estimated useful lives for intangible assets and property and equipment. Financial Instruments Financial instruments consist primarily of cash equivalents, trade and other receivables, notes receivables, and obligations under accounts payable, accrued expenses and notes payable. The carrying amounts of cash equivalents, trade receivables and other receivables, accounts payable, accrued expenses and short-term notes payable approximate fair value because of the short maturity of these instruments. The fair value of the long-term debt is calculated based on interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements, unless quoted market prices were available (Level 2 inputs). The carrying amounts of long-term debt at December 30, 2023 and December 31, 2022 approximate fair value. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with a maturity of three months or less at the time of purchase. Fair value of cash equivalents approximates carrying value. Trade and Other Receivables and Allowance for Doubtful Accounts The Company carries unsecured trade receivables at the original invoice amount less an estimate made for doubtful accounts based on a monthly review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. The Company writes off trade receivables when it deems them to be uncollectible. The Company records recoveries of trade receivables previously written off when we receive them. The Company considers a trade receivable to be past due if any portion of the receivable balance is outstanding for more than ninety days. The Company does not charge interest on past due receivables. The Company had no allowance for doubtful accounts for the years ended December 30, 2023 and December 31, 2022. The following table details the Company's trade and other receivables as of December 30, 2023 and December 31, 2022 (in $000’s): December 30, December 31, Other receivables $ 266 $ 106 Trade and other receivables, net $ 266 $ 106 Intangible Assets The Company accounts for intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other . Under ASC 350, intangible assets subject to amortization, shall be reviewed for impairment in accordance with the Impairment or Disposal of Long-Lived Assets in ASC 360, Property, Plant, and Equipment . Under ASC 360, long-lived assets are tested for recoverability whenever events or changes in circumstances (‘triggering event’) indicate that the carrying amount may not be recoverable. In making this determination, triggering events that were considered included: • A significant decrease in the market price of a long-lived asset (asset group); • A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; • A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; • An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); • A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and, • A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50 percent. If a triggering event has occurred, for purposes of recognition and measurement of an impairment loss, a long-lived asset or assets shall be grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If after identifying a triggering event it is determined that the asset group’s carrying value may not be recoverable, a recoverability test is performed by forecasting the expected cash flows to be derived from the asset group for the remaining useful life of the asset group’s primary asset compared to its carrying value. The recoverability test relies upon the undiscounted cash flows (excluding interest and taxes) which are derived from the Company’s specific use of those assets (not how a market participant would use those assets); and, are based upon the existing service potential of the current assets (excluding any improvements that would materially enhance the assets). If the expected undiscounted cash flows exceed the carrying value, the assets are considered recoverable. The Company’s intangible assets consist of trade names, licenses for the use of internet domain names, Universal Resource Locators, or URL’s, computer software, patent USPTO reference No. 10,182,402, and designs and related manufacturing procedures. In connection with the Soin merger (see Note 3), intangible assets consist of three patents pending, orphan drug status for Naltrexone, as granted by the FDA, and the formula for Naltrexone. Upon acquisition, critical estimates are made in valuing acquired intangible assets, which include but are not limited to: future expected cash flows from customer contracts, customer lists, and estimating cash flows from projects when completed; tradename and market position, as well as assumptions about the period of time that customer relationships will continue; and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from the assumptions used in determining the fair values. All intangible assets are capitalized at their original cost and amortized over their estimated useful lives as follows: domain name and marketing – 3 to 20 years; software – 3 to 5 years, technology intangibles – 7 years, customer relationships – 7 to 15 years. Revenue Recognition Biotechnology Revenue The Company currently generates no revenue from its Biotechnology segment. Recycling Revenue On March 9, 2023, retroactive to March 1, 2023, the Company entered into the Recycling Purchase Agreement with VM7, under which VM7 agreed to acquire all of the outstanding equity interests of the Recycling Subsidiaries. As discussed previously, the accounts for the Recycling segment have been presented as discontinued operations in the accompanying consolidated financial statements.. Technology Revenue The Company generates no revenue from its Technology segment. GeoTraq was the Company’s Technology segment. The Company suspended all operations for GeoTraq during the year ended December 31, 2022. On May 24, 2022, the Company sold substantially all of the GeoTraq assets . GeoTraq is being presented as a discontinued operation. See Note 5. As discussed previously, the accounts for the Technology segment have been presented as discontinued operations in the accompanying consolidated financial statements. Fair Value Measurements ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: Level 1 - inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 – to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. Income Taxes The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company's assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Consolidated Statements of Income. Significant management judgment is required to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements of the Company in future periods. Stock-Based Compensation The Company from time to time grants stock options to employees, non-employees and Company executives and directors. Such awards are valued based on the grant date fair-value of the instruments. The value of each award is amortized on a straight-line basis over the vesting period. Earnings Per Share Earnings per share is calculated in accordance with ASC 260, “ Earnings Per Share ”. Under ASC 260 basic earnings per share is computed using the weighted average number of common shares outstanding during the period except that it does not include unvested restricted stock subject to cancellation. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of warrants, options, restricted shares and convertible preferred stock. The dilutive effect of outstanding restricted shares, options and warrants is reflected in diluted earnings per share by application of the treasury stock method. Convertible preferred stock is reflected on an if-converted basis. Segment Reporting ASC Topic 280, “ Segment Reporting ,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a Company’s management organizes segments within the Company for making operating decisions and assessing performance. The Company determined it had three reportable segments, however the Recycling and Technology segments have been consolidated and presented as discontinued operations. See Note 21. Concentration of Credit Risk The Company maintains cash balances at a bank in Nevada. The account is insured by the Federal Deposit Insurance Corporation up to $250,000. At times, balances may exceed federally insured limits. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the CODM, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures. |
Mergers and Acquisitions
Mergers and Acquisitions | 12 Months Ended |
Dec. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Mergers and Acquisitions | Note 3: Mergers and Acquisitions Soin Pharmaceuticals Effective as of December 28, 2022, the Company acquired Soin Therapeutics LLC, a Delaware limited liability company (“STLLC”), and its product, a patent-pending, novel formulation of low-dose naltrexone. The product is being developed for the treatment of Complex Regional Pain Syndrome (CRPS), an indication that causes severe, chronic pain generally affecting the arms or legs. At present, there are no truly effective treatments for CRPS. Because of the relatively small number of patients afflicted with CRPS, the FDA has granted Orphan Drug Designation for any product approved for treatment of CRPS. This designation will provide the Company with tax credits for its clinical trials, exemption of user fees, and the potential of seven years of market exclusivity following approval. In addition, development of orphan drugs currently also involves smaller trials and quicker times to approval, given the limited number of patients available to study. However, there can be no assurance that the product will receive FDA approval or that it will result in material sales. In anticipation of the closing of the merger, the Company formed a merger subsidiary known as STI Merger Sub, Inc., a Delaware corporation (our “Merger Sub”), and designated a series of 200,000 shares of its preferred stock, stated value of $300.00 per share (the “Series S Convertible Preferred Stock” or the “Series S Stock”). See Note 15. The acquisition was memorialized by an Agreement and Plan of Merger, dated as of December 28, 2022 (the “Merger Agreement”), by and among STLLC, Amol Soin, M.D., the sole stockholder of STLLC (“Dr. Soin”), the Company's Merger Sub, and us. For not less than six months after the closing and potentially up to approximately one year from the closing, Dr. Soin will remain the Company's Chief Medical Officer. At the closing of the merger, (i) our Merger Sub merged with and into STLLC with STLLC as the surviving entity and (ii) the Company issued 100,000 shares of its Series S Stock to Dr. Soin. This all-stock transaction has an initial value of $13,000,000, potentially increasing by an additional $17,000,000 to up to a total value of $30,000,000, depending on revenues generated by the STLLC product. Dr. Soin agreed to certain restrictions on the maximum number of shares of Series S Stock that he may ultimately keep or that he may convert into shares of our common stock or sell into the public markets at any given time: (i) Dr. Soin may not convert shares of Series S Stock into shares of the Company's common stock in an amount such that, upon any such conversion, he beneficially own shares of the Company's common stock in excess of 4.99% of the Company's then-outstanding common stock and (ii) during the five-year period that commences on the date that Dr. Soin is first eligible to convert any shares of Series S Stock into shares of the Company's common stock, he will not dispose of any of such shares into the public markets in an amount that exceeds five percent of the daily trading volume of the Company's common stock during any trading day. Dr. Soin may convert up to three million dollars of value of the Series S Stock into shares of the Company's common stock commencing one year from the closing and may convert up to an additional $10 million of value of the Series S Stock into shares of the Company's common stock from and after the sooner of (y) the issuance by the FDA of New Drug Approval for low-dose naltrexone for treating pain or (z) 10 years from the closing. Further, during the 10-year period following the closing, Dr. Soin may convert up to an additional $17 million of value at a rate of five percent of the gross revenues that the Company receives in connection with sales or license revenue from the product. At the completion of the merger, the Company performed a screen test, as defined in ASC 805 (“ Business Combinations”) , to determine whether the Soin Pharmaceutical merger was considered a business combination or an asset acquisition. The results of the screen test revealed that substantially all of the fair value was concentrated in a group of similar assets, and that the assets did not possess the inputs, outputs, nor processes required to be considered a business, as defined in ASC 805. Consequently, no goodwill was recognized as part of this transaction. The fair value of the Series S Stock issued in connection with the merger, as valued by a third-party, independent, valuation firm was approximately $14.5 million. The assets acquired by the Company consist of 1) three pending patents related to the methods of using low-dose Naltrexone to treat chronic pain, 2) final formula for Naltrexone, and 3) orphan drug designation as approved by the FDA. The Company reviewed the assets acquired and determined that no in-process research and development costs were acquired as part of the transaction, and, thus, all assets acquired represent intellectual property and should be capitalized. Consequently, the Company has recorded the assets as intangible assets on its consolidated balance sheets. In addition, the Company recognized a deferred tax liability of $4.8 million. The total value of the intangible assets purchased is $19.3 million. The Company will amortize the intangible assets ratably over a 10-year period. See Note 9. Because of certain conversion features of the Series S Stock that place redemption of these shares outside the control of the Company, the Series S Stock will be presented as mezzanine equity on the Company's consolidated balance sheets. As of December 30, 2023, the Soin intangible had a carrying value of approximately $17.8 million. |
Sale of Recycling Subsidiaries
Sale of Recycling Subsidiaries | 12 Months Ended |
Dec. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Recycling Subsidiaries | Sale of Recycling Subsidiaries On March 9, 2023, the Company entered into a Stock Purchase Agreement (the “Recycling Purchase Agreement”) with VM7 Corporation, a Delaware corporation (“VM7”), under which it agreed to acquire all of the outstanding equity interests of the Recycling Subsidiaries: (a) ARCA Recycling, (b) ARCA Canada, and (c) Connexx. The principal of VM7 is Virland A. Johnson, our Chief Financial Officer. The sale of all of the outstanding equity interests of the Recycling Subsidiaries to VM7 under the Recycling Purchase Agreement was consummated simultaneously with the execution of the Recycling Purchase Agreement. The Company’s Board of Directors unanimously approved the Recycling Purchase Agreement and the Disposition Transaction. The Recycling Purchase Agreement is retroactively effective as of March 1, 2023. The economic aspects of the Disposition Transaction are: (i) the Company reduced the liabilities on its consolidated balance sheets by approximately $17.6 million, and includes those liabilities related to the California Business Fee and Tax Division; (ii) the Company will receive not less than $24.0 million in aggregate monthly payments from VM7, which payments are subject to potential increase due to the Recycling Subsidiaries’ future performance; and (iii) during the next five years, the Company may request that VM7 prepay aggregate monthly payments in the aggregate amount of $1 million. The Company also received one thousand dollars for the equity of each of the Recycling Subsidiaries at the closing. Each monthly payment is to be the greater of (a) $140,000 (or $100,000 for each January and February during the 15-year payment period) or (b) a monthly percentage-based payment, which is an amount calculated as follows: (i) 5% of the Recycling Subsidiaries’ aggregate gross revenues up to $2,000,000 for the relevant month, plus (ii) 4% of the Recycling Subsidiaries’ aggregate gross revenues between $2,000,000 and $3,000,000 for the relevant month, plus (iii) 3% of the Recycling Subsidiaries aggregate gross revenues over $3,000,000 for the relevant month. VM7 will receive credit toward the payment of the first monthly payment (March of 2023) for any payments, distributions, or cash dividends paid by any of the Recycling Subsidiaries to the Company on or after March 9, 2023. Additionally, upon settlement of the continuing dispute between ARCA Recycling and the California Business Fee and Tax Division (as to which settlement, there can be no assurance), ARCA Recycling will pay to the Company 50% of the amount of the reduction between the current assessment and any such settlement. The minimum consideration to be received by the Company from the Disposition Transaction, as discussed above, is $1.6 million per year for 15 years, or $24.0 million in the aggregate, plus cash of $3,000 paid at close. In connection with the Disposition Transaction, the Company used a discount rate of 20% when it valued the aggregate minimum consideration. Management determined that discount rate appropriately addresses any risk that the minimum payments would not be received. The valuation, factoring in that discount rate, yielded a present value of approximately $6.0 million, which, in addition to the $3,000 paid at close, comprises the approximately $6.0 million of net consideration. Additionally, the calculation of the gain on disposition includes the book value in excess of assets disposed of, or approximately $9.8 million. During the fourth quarter of fiscal 2023, VM7 determined that, after expending significant amounts of time and resources, it was unable to obtain sufficient equity or debt financing to continue the operations of the Recycling Subsidiaries. Accordingly, the Company was advised that the operations of the Recycling Subsidiaries were wound down and, ultimately, ceased. Because the Company did not receive all of the economic benefits of the Disposition Transaction and understand that it will not receive any future benefits of the Disposition Transaction, the Company determined to fully impair the $5.3 million carrying value of the Disposition Transaction on our balance sheet. The Company also determined not to exercise any of its remedies under the Recycling Purchase Agreement so that the Company could maintain its focus on its clinical-stage biopharmaceutical activities. In connection with the shutdown of the Recycling Subsidiaries, because the Company is a guarantor on the Gulf Coast Bank and Trust credit facility (see Note 6), the Company recorded a liability for approximately $1.7 million for estimated liability associated with this facility, which has been offset against the gain on the sale the Recycling Subsidiaries. Further, the Company has recorded additional liabilities, in the amount of approximately $2.0 million, that were originally associated with the sale of the Recycling Subsidiaries and have reverted to the Company, which has been offset against the gain on the sale the Recycling Subsidiaries. See Note 18. The preliminary calculation of the gain on sale was approximately $15.8 million. The following table details the final calculation of the gain on sale of the Recycling Subsidiaries, as shown on the income statement (in $000’s): Total minimum consideration $ 6,023 Payment from buyer 3 Net consideration $ 6,026 Accounts payable 5,323 Accrued liabilities 1,857 Accrued liabilities - California state sales tax 6,320 Lease liabilities 5,285 Debt 2,139 Accumulated other comprehensive loss (604) Total disposal of liabilities 20,320 Total consideration 26,346 Cash 145 Accounts receivable 4,884 Inventory 67 Property, plant and equipment 2,767 Intangible assets 732 Right-of-use assets 5,075 Other assets 574 Total disposal of assets 14,244 Total gain on sale $ 12,102 Note 5: GeoTraq Sale of GeoTraq On May 24, 2022, the Company entered into an Asset Purchase Agreement with SPYR Technologies Inc., pursuant to which the Company sold to SPYR substantially all the assets and none of the liabilities of its wholly-owned subsidiary GeoTraq Inc. The aggregate purchase price for the GeoTraq Assets was $13.5 million, payable in cash and shares of SPYR’s common stock. As of the closing of the transaction on May 24, 2022, SPYR issued to the Company 30,000,000 shares of its common stock at $0.03 per share, and delivered a five-year Promissory Note in the principal amount of $12.6 million. The Promissory Note bears simple interest at the rate of 8% per annum, provides quarterly interest payments due the first day of each calendar quarter, and may be prepaid at any time without penalty. Quarterly interest payments may be remitted in either restricted shares of common stock or restricted shares of Series G Convertible Preferred Stock of SPYR, or in cash. The Promissory Note matures on May 24, 2027. In connection with the Asset Purchase Agreement, the Company employed an independent third-party firm to assess the fair value of the 30,000,000 shares of SPYR stock and the Promissory Note. The assessment determined that the fair market value of the SPYR common stock was approximately $946,000, or approximately $0.032 per share, which was approximately $46,000 greater than the amount of the shares received at close. The Promissory Note was valued at approximately $11.3 million, which was approximately $1.4 million less than the Note issued. Consequently, the Company recorded the shares of SPYR stock at fair market value of $946,000, and recorded a discount offsetting the Promissory Note in the amount of $1.35 million. The discount will be accreted ratably over the term of the Promissory Note, and recorded as interest income. Additionally, approximately $105,000 in GeoTraq inventory was transferred as part of the sale, and was, thus, derecognized. As of December 31, 2022, based on declining financial trends at SPYR, the Company reviewed the original valuation of the Promissory Note to determine whether a revision of the estimate of the original 10.5% used to discount the note should occur to account for the additional risk the note would not be repaid. In connection with this review, the Company determined that the discount rate should be revised to 14.5%. Consequently, the Company took an additional $1.85 million charge against income for the 13 and 26 weeks ended July 2, 2022, and restated its Quarterly Reports on Form 10-Q for the 13 and 26 weeks ended July 2, 2022, and the 13 and 39 weeks ended October 1, 2022. Additionally, due to the declining financial trends at SPYR, the Company recorded an additional $813,000 charge against income for the year ended December 31, 2022. No additional charges against income have been recorded by the Company for the year ended December 30, 2023. The following table illustrates the calculation of the gain on sale of GeoTraq, including the charges to income referenced above, as shown on the income statement (in $000’s): Purchase price $ 13,500 Discount on note receivable (4,013) Premium on shares received 46 Derecognition of GeoTraq inventory (105) Gain on sale $ 9,428 At December 30, 2023, the Company performed a qualitative analysis of the SPYR note receivable and concluded that, due to a number of triggering factors, it was probable that SPYR would be unable to fulfill its obligation to repay the principal amount under the promissory note on or before the maturity date. Consequently, as of December 30, 2023, the Company recorded a charge to fully impair the promissory note (see Note 8). As of December 30, 2023, the Company discontinued operations of its Recycling and Technology segments as follows: On March 9, 2023, the Company executed a Recycling Purchase Agreement with VM7, under which, as of March 1, 2023, it agreed to acquire all of the outstanding equity interests of the Recycling Subsidiaries, consisting of (a) ARCA Recycling, (b) ARCA Canada, and (c) Connexx. The principal of VM7 is Virland A. Johnson, our Chief Financial Officer. The sale of all of the outstanding equity interests of the Recycling Subsidiaries to VM7 under the Recycling Purchase Agreement was consummated simultaneously with the execution of the Recycling Purchase Agreement. See Note 4. The assets and liabilities for the Recycling Subsidiaries were included in discontinued operations December 31, 2022, but were not included at December 30, 2023. On May 24, 2022, the Company entered into an Asset Purchase Agreement with SPYR Technologies Inc., pursuant to which the Company sold to SPYR substantially all the assets and none of the liabilities of its wholly-owned subsidiary GeoTraq Inc. No GeoTraq assets or liabilities were included in discontinued operations at December 30, 2023 or December 31, 2022. In accordance with the provisions of ASC 205-20, the Company has separately reported the assets and liabilities of the discontinued operations in the consolidated balance sheets. The assets and liabilities have been reflected as discontinued operations in the consolidated balance sheets as of December 31, 2022, and consist of the following (in $000’s): December 31, 2022 Assets from discontinued operations Cash and cash equivalents $ 53 Trade and other receivables, net 7,816 Inventories 366 Prepaid expenses and other current assets 377 Total current assets from discontinued operations 8,612 Property and equipment, net 1 2,705 Right of use asset - operating leases 5,290 Intangible assets, net 2 735 Deposits and other assets 249 Total other assets from discontinued operations 8,979 Total assets from discontinued operations $ 17,591 Liabilities from discontinued operations Accounts payable $ 4,423 Accrued liabilities - other 3 3,278 Accrued liability - California sales taxes 4 6,264 Lease obligation short-term - operating leases 1,631 Short-term debt 5 4,172 Current portion of note payable 381 Related party note 233 Total current liabilities from discontinued operations 20,382 Lease obligation long-term - operating leases 3,816 Notes payable - long-term portion 6 1,339 Long-term portion related party note payable 7 605 Total noncurrent liabilities from discontinued operations 5,760 Total liabilities from discontinued operations $ 26,142 1 The Company’s property and equipment consisted of the following (in $000’s): Useful Life December 31, 2022 Buildings and improvements 3 - 30 $ 69 Equipment 3 - 15 2,556 Projects under construction 1,447 Property and equipment 4,072 Less accumulated depreciation (1,367) Total property and equipment, net, from discontinued operations $ 2,705 Depreciation expense was approximately $60,000 and $326,000 for the year ended December 30, 2023 and December 31, 2022, respectively. 2 The Company’s intangible assets consisted of the following (in $000’s): December 31, Patent and domains $ 19 Computer software 1,682 Intangible assets 1,701 Less accumulated amortization (966) Total intangible assets $ 735 Amortization expense was approximately $36,000 and $229,000 for the year ended December 30, 2023 and December 31, 2022, respectively. 3 The Company’s accrued liabilities consisted of the following (in $000’s): December 31, Compensation and benefits $ 685 Contract liability 290 Accrued incentive and rebate checks 2,037 Accrued taxes 219 Other 47 Total accrued expenses $ 3,278 Historically the Company operated its recycling business in fourteen states in the U.S. and in various provinces in Canada. From time to time, the Company is subject to sales and use tax audits that could result in additional taxes, penalties and interest owed to various taxing authorities. The California Department of Tax and Fee Administration (formerly known as the California Board of Equalization) (“CDTFA”) conducted a sales and use tax examination covering ARCA Recycling’s California operations for years 2011, 2012, and 2013. The Company believed it was exempt from collecting sales taxes under service agreements with utility customers that included appliance replacement programs. During the fourth quarter of 2014, the Company received communication from the CDTFA indicating they were not in agreement with the Company’s interpretation of the law. As a result, the Company applied for and, as of February 9, 2015, received approval to participate in the CDTFA’s Managed Audit Program. The period covered under this program included the years 2011, 2012, and 2013 and extended through the nine-month period ended September 30, 2014. On April 13, 2017 the Company received the formal CDTFA assessment for sales tax for tax years 2011, 2012, and 2013 in the amount of approximately $4.1 million plus applicable interest of $500,000 related to the appliance replacement programs that the Company administered on behalf of its customers on which it did not assess, collect, or remit sales tax. The Company has appealed this assessment to the CDTFA Appeals Bureau. The appeal remains in process. Interest has continued to accrue until the matter is resolved. 4 The Company’s accrual relating to the California sales tax assessment consisted of the following (in $000’s): December 31, Accrued liability - CA sales tax assessment $ 4,132 Accrued liability - interest on CA sales tax assessment 2,132 Total $ 6,264 5 The Company’s short-term debt consisted of the following (in $000’s): December 31, Gulf Coast Bank and Trust Company $ 4,206 Gulf Coast Bank and Trust Company loan origination fees $ (34) Total $ 4,172 6 The Company’s long-term debt consisted of the following (in $000’s): December 31, KLC Financial $ 1,781 KLC Financial loan origination fees (61) Total 1,720 Less current portion (381) Total $ 1,339 Related Party ICG Note On August 28, 2019, ARCA Recycling entered into and delivered to Isaac Capital Group LLC (“ICG”) a secured revolving line of credit promissory note, whereby ICG agreed to provide ARCA Recycling with a $2.5 million revolving credit facility (the “ICG Note”). The ICG Note originally matured on August 28, 2020. On August 25, 2020, the ICG Note was amended to extend the maturity date to December 31, 2020. On March 30, 2021, ARCA Recycling entered into a Second Amendment and Waiver (the “Second Amendment”) to the ICG Note to further extend the maturity date to August 18, 2021 and waive certain defaults under the ICG Note. The ICG Note bears interest at 8.75% per annum and provides for the payment of interest, monthly in arrears. ARCA Recycling will pay a loan fee of 2.0% on each borrowing made under the ICG Note. In connection with entering into the ICG Note, the Borrower also entered into a security agreement in favor of the Lender, pursuant to which ARCA Recycling granted a security interest in all of its assets to the Lender. The obligations of ARCA Recycling under the ICG Note are guaranteed by the Company. The foregoing transaction did not include the issuance of any shares of the Company’s common stock, warrants, or other derivative securities. As of January 1, 2022, the balance due on ICG Note was $1.0 million. Beginning in April 2022, the revolving credit facility was converted to a term note that amortized ratably through its maturity date of March 2026. The principal amount of the note was $1.0 million, and was to bear interest at 8.75% per annum. Monthly payments on the ICG Note were approximately $24,767. 7 The Company’s related party debt consisted of the following (in $000’s): December 31, Isaac Capital Group LLC $ 838 Total 838 Less current portion (233) Total $ 605 In accordance with the provisions of ASC 205-20, the Company has not included in the results of continuing operations the results of operations of the discontinued operations in the consolidated statements of operations and comprehensive income (loss). The results of operations for these entities for the year ended December 30, 2023 and December 31, 2022, respectively, have been reflected as discontinued operations in the consolidated statements of operations and comprehensive income (loss) and consist of the following (in $000’s): December 30, 2023 December 31, 2022 Revenues $ 3,795 $ 39,611 Cost of revenues 3,992 31,992 Gross profit (197) 7,619 Operating expenses from discontinued operations: Selling, general and administrative expenses 1,467 8,652 Gain on sale of ARCA (12,102) — Gain on sale of GeoTraq — (9,428) Total operating expenses from discontinued operations (10,635) (776) Operating income from discontinued operations 10,438 8,395 Other expense from discontinued operations Interest expense, net (181) (957) Loss on litigation settlement — (1,008) Other expense, net (3) (1,349) Total other expense, net (184) (3,314) Income before provision for income taxes from discontinued operations 10,254 5,081 Income tax provision 971 2,109 Net income from discontinued operations $ 9,283 $ 2,972 In accordance with the provisions of ASC 205-20, the Company has separately reported the cash flow activity of the discontinued operations in the consolidated statements of cash flows. The cash flow activity from discontinued operations for the year ended December 30, 2023 and December 31, 2022 have been reflected as discontinued operations in the consolidated statements of cash flows and consist of the following (in $000’s): December 30, 2023 December 31, 2022 DISCONTINUED OPERATING ACTIVITIES: Net income from discontinued operations 9,283 2,972 Depreciation and amortization 96 555 Amortization of debt issuance costs 11 31 Loss on litigation settlement — 1,009 Amortization of right-of-use assets 52 55 Gain on sale of ARCA, net of cash (12,248) — Gain on sale of GeoTraq — (9,428) Changes in assets and liabilities: Accounts receivable 2,932 1,482 Inventories 299 738 Prepaid expenses and other current assets 56 583 Accounts payable and accrued expenses 1,837 (454) Other assets 1 (44) Net cash provided by (used in) operating activities from discontinued operations $ 2,319 $ (2,501) DISCONTINUED INVESTING ACTIVITIES: Purchases of property and equipment (123) (808) Purchase of intangible assets (32) (701) Net cash used in investing activities from discontinued operations $ (155) $ (1,509) DISCONTINUED FINANCING ACTIVITIES: Proceeds from note payable 5,162 17,545 Payments on related party note (38) (162) Payments on notes payable (7,336) (13,390) Net cash used in (provided by) financing activities from discontinued operations $ (2,212) $ 3,993 Effect of changes in exchange rate on cash and cash equivalents (5) (4) DECREASE IN CASH AND CASH EQUIVALENTS (53) (21) CASH AND CASH EQUIVALENTS, beginning of period 53 74 CASH AND CASH EQUIVALENTS, end of period $ — $ 53 |
GeoTraq
GeoTraq | 12 Months Ended |
Dec. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
GeoTraq | Sale of Recycling Subsidiaries On March 9, 2023, the Company entered into a Stock Purchase Agreement (the “Recycling Purchase Agreement”) with VM7 Corporation, a Delaware corporation (“VM7”), under which it agreed to acquire all of the outstanding equity interests of the Recycling Subsidiaries: (a) ARCA Recycling, (b) ARCA Canada, and (c) Connexx. The principal of VM7 is Virland A. Johnson, our Chief Financial Officer. The sale of all of the outstanding equity interests of the Recycling Subsidiaries to VM7 under the Recycling Purchase Agreement was consummated simultaneously with the execution of the Recycling Purchase Agreement. The Company’s Board of Directors unanimously approved the Recycling Purchase Agreement and the Disposition Transaction. The Recycling Purchase Agreement is retroactively effective as of March 1, 2023. The economic aspects of the Disposition Transaction are: (i) the Company reduced the liabilities on its consolidated balance sheets by approximately $17.6 million, and includes those liabilities related to the California Business Fee and Tax Division; (ii) the Company will receive not less than $24.0 million in aggregate monthly payments from VM7, which payments are subject to potential increase due to the Recycling Subsidiaries’ future performance; and (iii) during the next five years, the Company may request that VM7 prepay aggregate monthly payments in the aggregate amount of $1 million. The Company also received one thousand dollars for the equity of each of the Recycling Subsidiaries at the closing. Each monthly payment is to be the greater of (a) $140,000 (or $100,000 for each January and February during the 15-year payment period) or (b) a monthly percentage-based payment, which is an amount calculated as follows: (i) 5% of the Recycling Subsidiaries’ aggregate gross revenues up to $2,000,000 for the relevant month, plus (ii) 4% of the Recycling Subsidiaries’ aggregate gross revenues between $2,000,000 and $3,000,000 for the relevant month, plus (iii) 3% of the Recycling Subsidiaries aggregate gross revenues over $3,000,000 for the relevant month. VM7 will receive credit toward the payment of the first monthly payment (March of 2023) for any payments, distributions, or cash dividends paid by any of the Recycling Subsidiaries to the Company on or after March 9, 2023. Additionally, upon settlement of the continuing dispute between ARCA Recycling and the California Business Fee and Tax Division (as to which settlement, there can be no assurance), ARCA Recycling will pay to the Company 50% of the amount of the reduction between the current assessment and any such settlement. The minimum consideration to be received by the Company from the Disposition Transaction, as discussed above, is $1.6 million per year for 15 years, or $24.0 million in the aggregate, plus cash of $3,000 paid at close. In connection with the Disposition Transaction, the Company used a discount rate of 20% when it valued the aggregate minimum consideration. Management determined that discount rate appropriately addresses any risk that the minimum payments would not be received. The valuation, factoring in that discount rate, yielded a present value of approximately $6.0 million, which, in addition to the $3,000 paid at close, comprises the approximately $6.0 million of net consideration. Additionally, the calculation of the gain on disposition includes the book value in excess of assets disposed of, or approximately $9.8 million. During the fourth quarter of fiscal 2023, VM7 determined that, after expending significant amounts of time and resources, it was unable to obtain sufficient equity or debt financing to continue the operations of the Recycling Subsidiaries. Accordingly, the Company was advised that the operations of the Recycling Subsidiaries were wound down and, ultimately, ceased. Because the Company did not receive all of the economic benefits of the Disposition Transaction and understand that it will not receive any future benefits of the Disposition Transaction, the Company determined to fully impair the $5.3 million carrying value of the Disposition Transaction on our balance sheet. The Company also determined not to exercise any of its remedies under the Recycling Purchase Agreement so that the Company could maintain its focus on its clinical-stage biopharmaceutical activities. In connection with the shutdown of the Recycling Subsidiaries, because the Company is a guarantor on the Gulf Coast Bank and Trust credit facility (see Note 6), the Company recorded a liability for approximately $1.7 million for estimated liability associated with this facility, which has been offset against the gain on the sale the Recycling Subsidiaries. Further, the Company has recorded additional liabilities, in the amount of approximately $2.0 million, that were originally associated with the sale of the Recycling Subsidiaries and have reverted to the Company, which has been offset against the gain on the sale the Recycling Subsidiaries. See Note 18. The preliminary calculation of the gain on sale was approximately $15.8 million. The following table details the final calculation of the gain on sale of the Recycling Subsidiaries, as shown on the income statement (in $000’s): Total minimum consideration $ 6,023 Payment from buyer 3 Net consideration $ 6,026 Accounts payable 5,323 Accrued liabilities 1,857 Accrued liabilities - California state sales tax 6,320 Lease liabilities 5,285 Debt 2,139 Accumulated other comprehensive loss (604) Total disposal of liabilities 20,320 Total consideration 26,346 Cash 145 Accounts receivable 4,884 Inventory 67 Property, plant and equipment 2,767 Intangible assets 732 Right-of-use assets 5,075 Other assets 574 Total disposal of assets 14,244 Total gain on sale $ 12,102 Note 5: GeoTraq Sale of GeoTraq On May 24, 2022, the Company entered into an Asset Purchase Agreement with SPYR Technologies Inc., pursuant to which the Company sold to SPYR substantially all the assets and none of the liabilities of its wholly-owned subsidiary GeoTraq Inc. The aggregate purchase price for the GeoTraq Assets was $13.5 million, payable in cash and shares of SPYR’s common stock. As of the closing of the transaction on May 24, 2022, SPYR issued to the Company 30,000,000 shares of its common stock at $0.03 per share, and delivered a five-year Promissory Note in the principal amount of $12.6 million. The Promissory Note bears simple interest at the rate of 8% per annum, provides quarterly interest payments due the first day of each calendar quarter, and may be prepaid at any time without penalty. Quarterly interest payments may be remitted in either restricted shares of common stock or restricted shares of Series G Convertible Preferred Stock of SPYR, or in cash. The Promissory Note matures on May 24, 2027. In connection with the Asset Purchase Agreement, the Company employed an independent third-party firm to assess the fair value of the 30,000,000 shares of SPYR stock and the Promissory Note. The assessment determined that the fair market value of the SPYR common stock was approximately $946,000, or approximately $0.032 per share, which was approximately $46,000 greater than the amount of the shares received at close. The Promissory Note was valued at approximately $11.3 million, which was approximately $1.4 million less than the Note issued. Consequently, the Company recorded the shares of SPYR stock at fair market value of $946,000, and recorded a discount offsetting the Promissory Note in the amount of $1.35 million. The discount will be accreted ratably over the term of the Promissory Note, and recorded as interest income. Additionally, approximately $105,000 in GeoTraq inventory was transferred as part of the sale, and was, thus, derecognized. As of December 31, 2022, based on declining financial trends at SPYR, the Company reviewed the original valuation of the Promissory Note to determine whether a revision of the estimate of the original 10.5% used to discount the note should occur to account for the additional risk the note would not be repaid. In connection with this review, the Company determined that the discount rate should be revised to 14.5%. Consequently, the Company took an additional $1.85 million charge against income for the 13 and 26 weeks ended July 2, 2022, and restated its Quarterly Reports on Form 10-Q for the 13 and 26 weeks ended July 2, 2022, and the 13 and 39 weeks ended October 1, 2022. Additionally, due to the declining financial trends at SPYR, the Company recorded an additional $813,000 charge against income for the year ended December 31, 2022. No additional charges against income have been recorded by the Company for the year ended December 30, 2023. The following table illustrates the calculation of the gain on sale of GeoTraq, including the charges to income referenced above, as shown on the income statement (in $000’s): Purchase price $ 13,500 Discount on note receivable (4,013) Premium on shares received 46 Derecognition of GeoTraq inventory (105) Gain on sale $ 9,428 At December 30, 2023, the Company performed a qualitative analysis of the SPYR note receivable and concluded that, due to a number of triggering factors, it was probable that SPYR would be unable to fulfill its obligation to repay the principal amount under the promissory note on or before the maturity date. Consequently, as of December 30, 2023, the Company recorded a charge to fully impair the promissory note (see Note 8). As of December 30, 2023, the Company discontinued operations of its Recycling and Technology segments as follows: On March 9, 2023, the Company executed a Recycling Purchase Agreement with VM7, under which, as of March 1, 2023, it agreed to acquire all of the outstanding equity interests of the Recycling Subsidiaries, consisting of (a) ARCA Recycling, (b) ARCA Canada, and (c) Connexx. The principal of VM7 is Virland A. Johnson, our Chief Financial Officer. The sale of all of the outstanding equity interests of the Recycling Subsidiaries to VM7 under the Recycling Purchase Agreement was consummated simultaneously with the execution of the Recycling Purchase Agreement. See Note 4. The assets and liabilities for the Recycling Subsidiaries were included in discontinued operations December 31, 2022, but were not included at December 30, 2023. On May 24, 2022, the Company entered into an Asset Purchase Agreement with SPYR Technologies Inc., pursuant to which the Company sold to SPYR substantially all the assets and none of the liabilities of its wholly-owned subsidiary GeoTraq Inc. No GeoTraq assets or liabilities were included in discontinued operations at December 30, 2023 or December 31, 2022. In accordance with the provisions of ASC 205-20, the Company has separately reported the assets and liabilities of the discontinued operations in the consolidated balance sheets. The assets and liabilities have been reflected as discontinued operations in the consolidated balance sheets as of December 31, 2022, and consist of the following (in $000’s): December 31, 2022 Assets from discontinued operations Cash and cash equivalents $ 53 Trade and other receivables, net 7,816 Inventories 366 Prepaid expenses and other current assets 377 Total current assets from discontinued operations 8,612 Property and equipment, net 1 2,705 Right of use asset - operating leases 5,290 Intangible assets, net 2 735 Deposits and other assets 249 Total other assets from discontinued operations 8,979 Total assets from discontinued operations $ 17,591 Liabilities from discontinued operations Accounts payable $ 4,423 Accrued liabilities - other 3 3,278 Accrued liability - California sales taxes 4 6,264 Lease obligation short-term - operating leases 1,631 Short-term debt 5 4,172 Current portion of note payable 381 Related party note 233 Total current liabilities from discontinued operations 20,382 Lease obligation long-term - operating leases 3,816 Notes payable - long-term portion 6 1,339 Long-term portion related party note payable 7 605 Total noncurrent liabilities from discontinued operations 5,760 Total liabilities from discontinued operations $ 26,142 1 The Company’s property and equipment consisted of the following (in $000’s): Useful Life December 31, 2022 Buildings and improvements 3 - 30 $ 69 Equipment 3 - 15 2,556 Projects under construction 1,447 Property and equipment 4,072 Less accumulated depreciation (1,367) Total property and equipment, net, from discontinued operations $ 2,705 Depreciation expense was approximately $60,000 and $326,000 for the year ended December 30, 2023 and December 31, 2022, respectively. 2 The Company’s intangible assets consisted of the following (in $000’s): December 31, Patent and domains $ 19 Computer software 1,682 Intangible assets 1,701 Less accumulated amortization (966) Total intangible assets $ 735 Amortization expense was approximately $36,000 and $229,000 for the year ended December 30, 2023 and December 31, 2022, respectively. 3 The Company’s accrued liabilities consisted of the following (in $000’s): December 31, Compensation and benefits $ 685 Contract liability 290 Accrued incentive and rebate checks 2,037 Accrued taxes 219 Other 47 Total accrued expenses $ 3,278 Historically the Company operated its recycling business in fourteen states in the U.S. and in various provinces in Canada. From time to time, the Company is subject to sales and use tax audits that could result in additional taxes, penalties and interest owed to various taxing authorities. The California Department of Tax and Fee Administration (formerly known as the California Board of Equalization) (“CDTFA”) conducted a sales and use tax examination covering ARCA Recycling’s California operations for years 2011, 2012, and 2013. The Company believed it was exempt from collecting sales taxes under service agreements with utility customers that included appliance replacement programs. During the fourth quarter of 2014, the Company received communication from the CDTFA indicating they were not in agreement with the Company’s interpretation of the law. As a result, the Company applied for and, as of February 9, 2015, received approval to participate in the CDTFA’s Managed Audit Program. The period covered under this program included the years 2011, 2012, and 2013 and extended through the nine-month period ended September 30, 2014. On April 13, 2017 the Company received the formal CDTFA assessment for sales tax for tax years 2011, 2012, and 2013 in the amount of approximately $4.1 million plus applicable interest of $500,000 related to the appliance replacement programs that the Company administered on behalf of its customers on which it did not assess, collect, or remit sales tax. The Company has appealed this assessment to the CDTFA Appeals Bureau. The appeal remains in process. Interest has continued to accrue until the matter is resolved. 4 The Company’s accrual relating to the California sales tax assessment consisted of the following (in $000’s): December 31, Accrued liability - CA sales tax assessment $ 4,132 Accrued liability - interest on CA sales tax assessment 2,132 Total $ 6,264 5 The Company’s short-term debt consisted of the following (in $000’s): December 31, Gulf Coast Bank and Trust Company $ 4,206 Gulf Coast Bank and Trust Company loan origination fees $ (34) Total $ 4,172 6 The Company’s long-term debt consisted of the following (in $000’s): December 31, KLC Financial $ 1,781 KLC Financial loan origination fees (61) Total 1,720 Less current portion (381) Total $ 1,339 Related Party ICG Note On August 28, 2019, ARCA Recycling entered into and delivered to Isaac Capital Group LLC (“ICG”) a secured revolving line of credit promissory note, whereby ICG agreed to provide ARCA Recycling with a $2.5 million revolving credit facility (the “ICG Note”). The ICG Note originally matured on August 28, 2020. On August 25, 2020, the ICG Note was amended to extend the maturity date to December 31, 2020. On March 30, 2021, ARCA Recycling entered into a Second Amendment and Waiver (the “Second Amendment”) to the ICG Note to further extend the maturity date to August 18, 2021 and waive certain defaults under the ICG Note. The ICG Note bears interest at 8.75% per annum and provides for the payment of interest, monthly in arrears. ARCA Recycling will pay a loan fee of 2.0% on each borrowing made under the ICG Note. In connection with entering into the ICG Note, the Borrower also entered into a security agreement in favor of the Lender, pursuant to which ARCA Recycling granted a security interest in all of its assets to the Lender. The obligations of ARCA Recycling under the ICG Note are guaranteed by the Company. The foregoing transaction did not include the issuance of any shares of the Company’s common stock, warrants, or other derivative securities. As of January 1, 2022, the balance due on ICG Note was $1.0 million. Beginning in April 2022, the revolving credit facility was converted to a term note that amortized ratably through its maturity date of March 2026. The principal amount of the note was $1.0 million, and was to bear interest at 8.75% per annum. Monthly payments on the ICG Note were approximately $24,767. 7 The Company’s related party debt consisted of the following (in $000’s): December 31, Isaac Capital Group LLC $ 838 Total 838 Less current portion (233) Total $ 605 In accordance with the provisions of ASC 205-20, the Company has not included in the results of continuing operations the results of operations of the discontinued operations in the consolidated statements of operations and comprehensive income (loss). The results of operations for these entities for the year ended December 30, 2023 and December 31, 2022, respectively, have been reflected as discontinued operations in the consolidated statements of operations and comprehensive income (loss) and consist of the following (in $000’s): December 30, 2023 December 31, 2022 Revenues $ 3,795 $ 39,611 Cost of revenues 3,992 31,992 Gross profit (197) 7,619 Operating expenses from discontinued operations: Selling, general and administrative expenses 1,467 8,652 Gain on sale of ARCA (12,102) — Gain on sale of GeoTraq — (9,428) Total operating expenses from discontinued operations (10,635) (776) Operating income from discontinued operations 10,438 8,395 Other expense from discontinued operations Interest expense, net (181) (957) Loss on litigation settlement — (1,008) Other expense, net (3) (1,349) Total other expense, net (184) (3,314) Income before provision for income taxes from discontinued operations 10,254 5,081 Income tax provision 971 2,109 Net income from discontinued operations $ 9,283 $ 2,972 In accordance with the provisions of ASC 205-20, the Company has separately reported the cash flow activity of the discontinued operations in the consolidated statements of cash flows. The cash flow activity from discontinued operations for the year ended December 30, 2023 and December 31, 2022 have been reflected as discontinued operations in the consolidated statements of cash flows and consist of the following (in $000’s): December 30, 2023 December 31, 2022 DISCONTINUED OPERATING ACTIVITIES: Net income from discontinued operations 9,283 2,972 Depreciation and amortization 96 555 Amortization of debt issuance costs 11 31 Loss on litigation settlement — 1,009 Amortization of right-of-use assets 52 55 Gain on sale of ARCA, net of cash (12,248) — Gain on sale of GeoTraq — (9,428) Changes in assets and liabilities: Accounts receivable 2,932 1,482 Inventories 299 738 Prepaid expenses and other current assets 56 583 Accounts payable and accrued expenses 1,837 (454) Other assets 1 (44) Net cash provided by (used in) operating activities from discontinued operations $ 2,319 $ (2,501) DISCONTINUED INVESTING ACTIVITIES: Purchases of property and equipment (123) (808) Purchase of intangible assets (32) (701) Net cash used in investing activities from discontinued operations $ (155) $ (1,509) DISCONTINUED FINANCING ACTIVITIES: Proceeds from note payable 5,162 17,545 Payments on related party note (38) (162) Payments on notes payable (7,336) (13,390) Net cash used in (provided by) financing activities from discontinued operations $ (2,212) $ 3,993 Effect of changes in exchange rate on cash and cash equivalents (5) (4) DECREASE IN CASH AND CASH EQUIVALENTS (53) (21) CASH AND CASH EQUIVALENTS, beginning of period 53 74 CASH AND CASH EQUIVALENTS, end of period $ — $ 53 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Sale of Recycling Subsidiaries On March 9, 2023, the Company entered into a Stock Purchase Agreement (the “Recycling Purchase Agreement”) with VM7 Corporation, a Delaware corporation (“VM7”), under which it agreed to acquire all of the outstanding equity interests of the Recycling Subsidiaries: (a) ARCA Recycling, (b) ARCA Canada, and (c) Connexx. The principal of VM7 is Virland A. Johnson, our Chief Financial Officer. The sale of all of the outstanding equity interests of the Recycling Subsidiaries to VM7 under the Recycling Purchase Agreement was consummated simultaneously with the execution of the Recycling Purchase Agreement. The Company’s Board of Directors unanimously approved the Recycling Purchase Agreement and the Disposition Transaction. The Recycling Purchase Agreement is retroactively effective as of March 1, 2023. The economic aspects of the Disposition Transaction are: (i) the Company reduced the liabilities on its consolidated balance sheets by approximately $17.6 million, and includes those liabilities related to the California Business Fee and Tax Division; (ii) the Company will receive not less than $24.0 million in aggregate monthly payments from VM7, which payments are subject to potential increase due to the Recycling Subsidiaries’ future performance; and (iii) during the next five years, the Company may request that VM7 prepay aggregate monthly payments in the aggregate amount of $1 million. The Company also received one thousand dollars for the equity of each of the Recycling Subsidiaries at the closing. Each monthly payment is to be the greater of (a) $140,000 (or $100,000 for each January and February during the 15-year payment period) or (b) a monthly percentage-based payment, which is an amount calculated as follows: (i) 5% of the Recycling Subsidiaries’ aggregate gross revenues up to $2,000,000 for the relevant month, plus (ii) 4% of the Recycling Subsidiaries’ aggregate gross revenues between $2,000,000 and $3,000,000 for the relevant month, plus (iii) 3% of the Recycling Subsidiaries aggregate gross revenues over $3,000,000 for the relevant month. VM7 will receive credit toward the payment of the first monthly payment (March of 2023) for any payments, distributions, or cash dividends paid by any of the Recycling Subsidiaries to the Company on or after March 9, 2023. Additionally, upon settlement of the continuing dispute between ARCA Recycling and the California Business Fee and Tax Division (as to which settlement, there can be no assurance), ARCA Recycling will pay to the Company 50% of the amount of the reduction between the current assessment and any such settlement. The minimum consideration to be received by the Company from the Disposition Transaction, as discussed above, is $1.6 million per year for 15 years, or $24.0 million in the aggregate, plus cash of $3,000 paid at close. In connection with the Disposition Transaction, the Company used a discount rate of 20% when it valued the aggregate minimum consideration. Management determined that discount rate appropriately addresses any risk that the minimum payments would not be received. The valuation, factoring in that discount rate, yielded a present value of approximately $6.0 million, which, in addition to the $3,000 paid at close, comprises the approximately $6.0 million of net consideration. Additionally, the calculation of the gain on disposition includes the book value in excess of assets disposed of, or approximately $9.8 million. During the fourth quarter of fiscal 2023, VM7 determined that, after expending significant amounts of time and resources, it was unable to obtain sufficient equity or debt financing to continue the operations of the Recycling Subsidiaries. Accordingly, the Company was advised that the operations of the Recycling Subsidiaries were wound down and, ultimately, ceased. Because the Company did not receive all of the economic benefits of the Disposition Transaction and understand that it will not receive any future benefits of the Disposition Transaction, the Company determined to fully impair the $5.3 million carrying value of the Disposition Transaction on our balance sheet. The Company also determined not to exercise any of its remedies under the Recycling Purchase Agreement so that the Company could maintain its focus on its clinical-stage biopharmaceutical activities. In connection with the shutdown of the Recycling Subsidiaries, because the Company is a guarantor on the Gulf Coast Bank and Trust credit facility (see Note 6), the Company recorded a liability for approximately $1.7 million for estimated liability associated with this facility, which has been offset against the gain on the sale the Recycling Subsidiaries. Further, the Company has recorded additional liabilities, in the amount of approximately $2.0 million, that were originally associated with the sale of the Recycling Subsidiaries and have reverted to the Company, which has been offset against the gain on the sale the Recycling Subsidiaries. See Note 18. The preliminary calculation of the gain on sale was approximately $15.8 million. The following table details the final calculation of the gain on sale of the Recycling Subsidiaries, as shown on the income statement (in $000’s): Total minimum consideration $ 6,023 Payment from buyer 3 Net consideration $ 6,026 Accounts payable 5,323 Accrued liabilities 1,857 Accrued liabilities - California state sales tax 6,320 Lease liabilities 5,285 Debt 2,139 Accumulated other comprehensive loss (604) Total disposal of liabilities 20,320 Total consideration 26,346 Cash 145 Accounts receivable 4,884 Inventory 67 Property, plant and equipment 2,767 Intangible assets 732 Right-of-use assets 5,075 Other assets 574 Total disposal of assets 14,244 Total gain on sale $ 12,102 Note 5: GeoTraq Sale of GeoTraq On May 24, 2022, the Company entered into an Asset Purchase Agreement with SPYR Technologies Inc., pursuant to which the Company sold to SPYR substantially all the assets and none of the liabilities of its wholly-owned subsidiary GeoTraq Inc. The aggregate purchase price for the GeoTraq Assets was $13.5 million, payable in cash and shares of SPYR’s common stock. As of the closing of the transaction on May 24, 2022, SPYR issued to the Company 30,000,000 shares of its common stock at $0.03 per share, and delivered a five-year Promissory Note in the principal amount of $12.6 million. The Promissory Note bears simple interest at the rate of 8% per annum, provides quarterly interest payments due the first day of each calendar quarter, and may be prepaid at any time without penalty. Quarterly interest payments may be remitted in either restricted shares of common stock or restricted shares of Series G Convertible Preferred Stock of SPYR, or in cash. The Promissory Note matures on May 24, 2027. In connection with the Asset Purchase Agreement, the Company employed an independent third-party firm to assess the fair value of the 30,000,000 shares of SPYR stock and the Promissory Note. The assessment determined that the fair market value of the SPYR common stock was approximately $946,000, or approximately $0.032 per share, which was approximately $46,000 greater than the amount of the shares received at close. The Promissory Note was valued at approximately $11.3 million, which was approximately $1.4 million less than the Note issued. Consequently, the Company recorded the shares of SPYR stock at fair market value of $946,000, and recorded a discount offsetting the Promissory Note in the amount of $1.35 million. The discount will be accreted ratably over the term of the Promissory Note, and recorded as interest income. Additionally, approximately $105,000 in GeoTraq inventory was transferred as part of the sale, and was, thus, derecognized. As of December 31, 2022, based on declining financial trends at SPYR, the Company reviewed the original valuation of the Promissory Note to determine whether a revision of the estimate of the original 10.5% used to discount the note should occur to account for the additional risk the note would not be repaid. In connection with this review, the Company determined that the discount rate should be revised to 14.5%. Consequently, the Company took an additional $1.85 million charge against income for the 13 and 26 weeks ended July 2, 2022, and restated its Quarterly Reports on Form 10-Q for the 13 and 26 weeks ended July 2, 2022, and the 13 and 39 weeks ended October 1, 2022. Additionally, due to the declining financial trends at SPYR, the Company recorded an additional $813,000 charge against income for the year ended December 31, 2022. No additional charges against income have been recorded by the Company for the year ended December 30, 2023. The following table illustrates the calculation of the gain on sale of GeoTraq, including the charges to income referenced above, as shown on the income statement (in $000’s): Purchase price $ 13,500 Discount on note receivable (4,013) Premium on shares received 46 Derecognition of GeoTraq inventory (105) Gain on sale $ 9,428 At December 30, 2023, the Company performed a qualitative analysis of the SPYR note receivable and concluded that, due to a number of triggering factors, it was probable that SPYR would be unable to fulfill its obligation to repay the principal amount under the promissory note on or before the maturity date. Consequently, as of December 30, 2023, the Company recorded a charge to fully impair the promissory note (see Note 8). As of December 30, 2023, the Company discontinued operations of its Recycling and Technology segments as follows: On March 9, 2023, the Company executed a Recycling Purchase Agreement with VM7, under which, as of March 1, 2023, it agreed to acquire all of the outstanding equity interests of the Recycling Subsidiaries, consisting of (a) ARCA Recycling, (b) ARCA Canada, and (c) Connexx. The principal of VM7 is Virland A. Johnson, our Chief Financial Officer. The sale of all of the outstanding equity interests of the Recycling Subsidiaries to VM7 under the Recycling Purchase Agreement was consummated simultaneously with the execution of the Recycling Purchase Agreement. See Note 4. The assets and liabilities for the Recycling Subsidiaries were included in discontinued operations December 31, 2022, but were not included at December 30, 2023. On May 24, 2022, the Company entered into an Asset Purchase Agreement with SPYR Technologies Inc., pursuant to which the Company sold to SPYR substantially all the assets and none of the liabilities of its wholly-owned subsidiary GeoTraq Inc. No GeoTraq assets or liabilities were included in discontinued operations at December 30, 2023 or December 31, 2022. In accordance with the provisions of ASC 205-20, the Company has separately reported the assets and liabilities of the discontinued operations in the consolidated balance sheets. The assets and liabilities have been reflected as discontinued operations in the consolidated balance sheets as of December 31, 2022, and consist of the following (in $000’s): December 31, 2022 Assets from discontinued operations Cash and cash equivalents $ 53 Trade and other receivables, net 7,816 Inventories 366 Prepaid expenses and other current assets 377 Total current assets from discontinued operations 8,612 Property and equipment, net 1 2,705 Right of use asset - operating leases 5,290 Intangible assets, net 2 735 Deposits and other assets 249 Total other assets from discontinued operations 8,979 Total assets from discontinued operations $ 17,591 Liabilities from discontinued operations Accounts payable $ 4,423 Accrued liabilities - other 3 3,278 Accrued liability - California sales taxes 4 6,264 Lease obligation short-term - operating leases 1,631 Short-term debt 5 4,172 Current portion of note payable 381 Related party note 233 Total current liabilities from discontinued operations 20,382 Lease obligation long-term - operating leases 3,816 Notes payable - long-term portion 6 1,339 Long-term portion related party note payable 7 605 Total noncurrent liabilities from discontinued operations 5,760 Total liabilities from discontinued operations $ 26,142 1 The Company’s property and equipment consisted of the following (in $000’s): Useful Life December 31, 2022 Buildings and improvements 3 - 30 $ 69 Equipment 3 - 15 2,556 Projects under construction 1,447 Property and equipment 4,072 Less accumulated depreciation (1,367) Total property and equipment, net, from discontinued operations $ 2,705 Depreciation expense was approximately $60,000 and $326,000 for the year ended December 30, 2023 and December 31, 2022, respectively. 2 The Company’s intangible assets consisted of the following (in $000’s): December 31, Patent and domains $ 19 Computer software 1,682 Intangible assets 1,701 Less accumulated amortization (966) Total intangible assets $ 735 Amortization expense was approximately $36,000 and $229,000 for the year ended December 30, 2023 and December 31, 2022, respectively. 3 The Company’s accrued liabilities consisted of the following (in $000’s): December 31, Compensation and benefits $ 685 Contract liability 290 Accrued incentive and rebate checks 2,037 Accrued taxes 219 Other 47 Total accrued expenses $ 3,278 Historically the Company operated its recycling business in fourteen states in the U.S. and in various provinces in Canada. From time to time, the Company is subject to sales and use tax audits that could result in additional taxes, penalties and interest owed to various taxing authorities. The California Department of Tax and Fee Administration (formerly known as the California Board of Equalization) (“CDTFA”) conducted a sales and use tax examination covering ARCA Recycling’s California operations for years 2011, 2012, and 2013. The Company believed it was exempt from collecting sales taxes under service agreements with utility customers that included appliance replacement programs. During the fourth quarter of 2014, the Company received communication from the CDTFA indicating they were not in agreement with the Company’s interpretation of the law. As a result, the Company applied for and, as of February 9, 2015, received approval to participate in the CDTFA’s Managed Audit Program. The period covered under this program included the years 2011, 2012, and 2013 and extended through the nine-month period ended September 30, 2014. On April 13, 2017 the Company received the formal CDTFA assessment for sales tax for tax years 2011, 2012, and 2013 in the amount of approximately $4.1 million plus applicable interest of $500,000 related to the appliance replacement programs that the Company administered on behalf of its customers on which it did not assess, collect, or remit sales tax. The Company has appealed this assessment to the CDTFA Appeals Bureau. The appeal remains in process. Interest has continued to accrue until the matter is resolved. 4 The Company’s accrual relating to the California sales tax assessment consisted of the following (in $000’s): December 31, Accrued liability - CA sales tax assessment $ 4,132 Accrued liability - interest on CA sales tax assessment 2,132 Total $ 6,264 5 The Company’s short-term debt consisted of the following (in $000’s): December 31, Gulf Coast Bank and Trust Company $ 4,206 Gulf Coast Bank and Trust Company loan origination fees $ (34) Total $ 4,172 6 The Company’s long-term debt consisted of the following (in $000’s): December 31, KLC Financial $ 1,781 KLC Financial loan origination fees (61) Total 1,720 Less current portion (381) Total $ 1,339 Related Party ICG Note On August 28, 2019, ARCA Recycling entered into and delivered to Isaac Capital Group LLC (“ICG”) a secured revolving line of credit promissory note, whereby ICG agreed to provide ARCA Recycling with a $2.5 million revolving credit facility (the “ICG Note”). The ICG Note originally matured on August 28, 2020. On August 25, 2020, the ICG Note was amended to extend the maturity date to December 31, 2020. On March 30, 2021, ARCA Recycling entered into a Second Amendment and Waiver (the “Second Amendment”) to the ICG Note to further extend the maturity date to August 18, 2021 and waive certain defaults under the ICG Note. The ICG Note bears interest at 8.75% per annum and provides for the payment of interest, monthly in arrears. ARCA Recycling will pay a loan fee of 2.0% on each borrowing made under the ICG Note. In connection with entering into the ICG Note, the Borrower also entered into a security agreement in favor of the Lender, pursuant to which ARCA Recycling granted a security interest in all of its assets to the Lender. The obligations of ARCA Recycling under the ICG Note are guaranteed by the Company. The foregoing transaction did not include the issuance of any shares of the Company’s common stock, warrants, or other derivative securities. As of January 1, 2022, the balance due on ICG Note was $1.0 million. Beginning in April 2022, the revolving credit facility was converted to a term note that amortized ratably through its maturity date of March 2026. The principal amount of the note was $1.0 million, and was to bear interest at 8.75% per annum. Monthly payments on the ICG Note were approximately $24,767. 7 The Company’s related party debt consisted of the following (in $000’s): December 31, Isaac Capital Group LLC $ 838 Total 838 Less current portion (233) Total $ 605 In accordance with the provisions of ASC 205-20, the Company has not included in the results of continuing operations the results of operations of the discontinued operations in the consolidated statements of operations and comprehensive income (loss). The results of operations for these entities for the year ended December 30, 2023 and December 31, 2022, respectively, have been reflected as discontinued operations in the consolidated statements of operations and comprehensive income (loss) and consist of the following (in $000’s): December 30, 2023 December 31, 2022 Revenues $ 3,795 $ 39,611 Cost of revenues 3,992 31,992 Gross profit (197) 7,619 Operating expenses from discontinued operations: Selling, general and administrative expenses 1,467 8,652 Gain on sale of ARCA (12,102) — Gain on sale of GeoTraq — (9,428) Total operating expenses from discontinued operations (10,635) (776) Operating income from discontinued operations 10,438 8,395 Other expense from discontinued operations Interest expense, net (181) (957) Loss on litigation settlement — (1,008) Other expense, net (3) (1,349) Total other expense, net (184) (3,314) Income before provision for income taxes from discontinued operations 10,254 5,081 Income tax provision 971 2,109 Net income from discontinued operations $ 9,283 $ 2,972 In accordance with the provisions of ASC 205-20, the Company has separately reported the cash flow activity of the discontinued operations in the consolidated statements of cash flows. The cash flow activity from discontinued operations for the year ended December 30, 2023 and December 31, 2022 have been reflected as discontinued operations in the consolidated statements of cash flows and consist of the following (in $000’s): December 30, 2023 December 31, 2022 DISCONTINUED OPERATING ACTIVITIES: Net income from discontinued operations 9,283 2,972 Depreciation and amortization 96 555 Amortization of debt issuance costs 11 31 Loss on litigation settlement — 1,009 Amortization of right-of-use assets 52 55 Gain on sale of ARCA, net of cash (12,248) — Gain on sale of GeoTraq — (9,428) Changes in assets and liabilities: Accounts receivable 2,932 1,482 Inventories 299 738 Prepaid expenses and other current assets 56 583 Accounts payable and accrued expenses 1,837 (454) Other assets 1 (44) Net cash provided by (used in) operating activities from discontinued operations $ 2,319 $ (2,501) DISCONTINUED INVESTING ACTIVITIES: Purchases of property and equipment (123) (808) Purchase of intangible assets (32) (701) Net cash used in investing activities from discontinued operations $ (155) $ (1,509) DISCONTINUED FINANCING ACTIVITIES: Proceeds from note payable 5,162 17,545 Payments on related party note (38) (162) Payments on notes payable (7,336) (13,390) Net cash used in (provided by) financing activities from discontinued operations $ (2,212) $ 3,993 Effect of changes in exchange rate on cash and cash equivalents (5) (4) DECREASE IN CASH AND CASH EQUIVALENTS (53) (21) CASH AND CASH EQUIVALENTS, beginning of period 53 74 CASH AND CASH EQUIVALENTS, end of period $ — $ 53 |
Prepaids and Other Current Asse
Prepaids and Other Current Assets | 12 Months Ended |
Dec. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaids and Other Current Assets | Note 7: Prepaids and other current assets Prepaids and other current assets consist of the following (in $000’s): December 30, 2023 December 31, 2022 Prepaid insurance $ 3 $ 364 Prepaid other 72 30 Total prepaids and other current assets $ 75 $ 394 |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 30, 2023 | |
Receivables [Abstract] | |
Notes Receivables | Note 8: Notes receivable SPYR Note On May 24, 2022, the Company entered into an Asset Purchase Agreement with SPYR Technologies Inc. (“SPYR”), pursuant to which the Company sold to SPYR substantially all of the assets and none of the specified liabilities of GeoTraq, as discussed in Note 5. In connection with the Purchase Agreement, SPYR delivered to the Company a five-year Promissory Note in the initial principal amount of $12.6 million. The Promissory Note bears simple interest at the rate of 8.0% per annum, provides quarterly interest payments due on the first day of each calendar quarter, and may be prepaid at any time without penalty. Interest payments may be remitted in either restricted shares of common stock or restricted shares of Series G Convertible Preferred Stock of SPYR, or in cash. The Promissory Note matures on May 24, 2027. The Company has received restricted shares of Series G Convertible Preferred Stock of SPYR equivalent to approximately 922,442,000 shares of its common stock during the year ended December 30, 2023, and 30,000,000 shares of SPYR's common stock during the year ended December 31, 2022. As of December 30, 2023, the Company has accrued receivables of approximately $254,000 in interest income related to the Promissory Note. In connection with the asset sale, the Company engaged a third-party valuation firm to assess the fair value of the consideration received. Based on the valuation, the Promissory Note (“Note”) was valued at approximately $11.3 million. The amount of the discount, or approximately $1.3 million, has been recorded as an offset to the principal amount of the Note, and will be accreted ratably to interest income over the term of the Note. At December 31, 2022, the Company reviewed the original valuation of the Promissory Note to determine if the original 10.5% used to discount the Note was appropriate. In connection with this review, the Company determined that the discount rate should be revised to 14.5%. Consequently, the Company took a $1.85 million charge against income, and restated the 13 and 26 weeks ended July 2, 2022, as discussed previously. Further, the Company recorded an additional $813,000 charge against income for the year ended December 31, 2022 due to SPYR's declining financial trends. At December 30, 2023, the Company performed a qualitative analysis of the SPYR note receivable and concluded that, due to a number of triggering factors, it was probable that SPYR would be unable to fulfill its obligation to repay the principal amount under the promissory note on or before the maturity date. Consequently, the Company recorded an impairment charge of approximately $9.8 million for the fiscal year ended December 30, 2023. During the fiscal years ended December 30, 2023 and December 31, 2022, approximately $806,000 and $387,000, respectively, of the discount was recorded as interest income. As of December 30, 2023 and December 31, 2022, the net principal balance on the Note was approximately $0 and $9.0 million, respectively. VM7 Note On March 9, 2023, the Company entered into a Stock Purchase Agreement (the “Recycling Purchase Agreement”) with VM7 Corporation, a Delaware corporation (“VM7”), under which it agreed to acquire all of the outstanding equity interests of the Recycling Subsidiaries, consisting of: (a) ARCA Recycling, (b) ARCA Canada, and (c) Connexx. The principal of VM7 is Virland A. Johnson, our Chief Financial Officer. The sale of all of the outstanding equity interests of the Recycling Subsidiaries to VM7 under the Recycling Purchase Agreement was consummated simultaneously with the execution of the Recycling Purchase Agreement. The Company’s Board of Directors unanimously approved the Recycling Purchase Agreement and the Disposition Transaction. The Recycling Purchase Agreement is retroactive to March 1, 2023. See Note 4. The minimum consideration to be received by the Company from the Disposition Transaction, as discussed above, is $1.6 million per year for 15 years, or $24.0 million in the aggregate, plus cash of $3,000 paid at close. In connection with the Disposition Transaction, the Company used a discount rate of 20.0% when it valued the aggregate minimum consideration. Management determined that discount rate appropriately addresses any risk that the minimum payments would not be received. The valuation, factoring in that discount rate, yielded a present value of approximately $6.0 million, which, in addition to the $3,000 paid at close, comprises the approximately 6.0 million of net consideration. The amount of the revised discount amount, or approximately $18.0 million, was recorded as an offset to the principal amount of the Note, and will be accreted ratably to interest income over the term of the Note. During the year ended December 30, 2023, approximately $720,000 of the discount was recorded as interest income. During the fourth quarter of fiscal 2023, VM7 determined that, after expending significant amounts of time and resources, it was unable to obtain sufficient equity or debt financing to continue the operations of the Recycling Subsidiaries. Accordingly, the Company was advised that the operations of the Recycling Subsidiaries were wound down and, ultimately, ceased. Because the Company did not receive all of the economic benefits of the Disposition Transaction and understand that it will not receive any future benefits of the Disposition Transaction, the Company determined to fully impair the $5.3 million carrying value of the Disposition Transaction on our balance sheet. The Company also determined not to exercise any of its remedies under the Recycling Purchase Agreement so that the Company could maintain its focus on its clinical-stage biopharmaceutical activities. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 9: Intangible assets Intangible assets as of consist of the following (in $000’s): December 30, 2023 December 31, 2022 Soin intangibles $ 19,293 $ 19,293 Patents and domains 4 4 Computer software — 3,563 Total intangible assets 19,297 22,860 Less accumulated amortization (1,451) (3,563) Total intangible assets, net $ 17,846 $ 19,297 Intangible amortization expense for continuing operations was approximately $1.5 million and $0, respectively, for the fiscal years ended December 30, 2023 and December 31, 2022. Soin Intangible Assets Effective as of December 28, 2022, the Company acquired Soin Therapeutics LLC, a Delaware limited liability company (“STLLC”), and its product, a patent-pending, novel formulation of low-dose naltrexone. The assets acquired by the Company consist of 1) three pending patents related to the methods of using low-dose Naltrexone to treat chronic pain, 2) final formula for Naltrexone, and 3) orphan drug designation as approved by the FDA. The Company reviewed the assets acquired and determined that no in-process research and development costs were acquired as part of the transaction, and, thus, all assets acquired represent intellectual property and should be capitalized. The Company will amortize the intangible assets ratably over a 10-year period. See Note 3. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 30, 2023 | |
Marketable Securities [Abstract] | |
Marketable Securities | Note 10: Marketable Securities Marketable securities consist of the following (in $000’s, except shares): Series G Convertible Preferred Shares Common Shares Equivalent Amount Beginning balance, January 1, 2022 — $ — Securities received — 30,000,000 946 Mark-to-market — (631) Beginning balance, December 31, 2022 — 30,000,000 315 Securities received 9,224 922,442,000 $ 897 Mark-to-market — $ (926) Ending balance, December 30, 2023 9,224 952,442,000 $ 286 Marketable securities reflect shares of SPYR stock received by the Company in connection with the sale of GeoTraq. See Note 5. Quarterly interest payments may be remitted in either restricted shares of common stock or restricted shares of Series G Convertible Preferred Stock of SPYR, or in cash. Shares of Series G Convertible Preferred Stock are convertible into the SPYR’s common shares at a ratio of 1:100,000. Shares held are marked to fair market value as of each balance sheet date, with the resulting change recorded as an unrealized gain or loss. For the year ended December 30, 2023, the Company received 9,224 shares of Series G Convertible Preferred Stock, which are convertible into approximately 922.4 million shares of SPYR’s common stock. For the year ended December 31, 2022, the Company received 30 million shares of SPYR’s common stock. Unrealized loss was approximately $926,000 and $631,000 for the years ended December 30, 2023 and December 31, 2022, respectively. |
Deposits and Other Assets
Deposits and Other Assets | 12 Months Ended |
Dec. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deposits and Other Assets | Note 11: Deposits and other assets Deposits and other assets consist of the following (in $000’s): December 30, 2023 December 31, 2022 Deposits and other assets $ 9 $ 18 Total deposits and other assets $ 9 $ 18 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 12: Accrued liabilities Accrued liabilities of continuing consist of the following (in $000’s): December 30, 2023 December 31, 2022 Compensation and benefits $ 37 $ 81 Accrued guarantees 3,049 130 Accrued taxes 102 5 Accrued litigation/legal 397 510 Other 48 280 Total accrued liabilities $ 3,633 $ 1,006 |
Short-term debt
Short-term debt | 12 Months Ended |
Dec. 30, 2023 | |
Debt Disclosure [Abstract] | |
Short-term debt | Note 13: Short-term debt Long-term debt and other financing obligations consist of the following (in $000’s): December 30, 2023 December 31, 2022 AFCO Finance $ — $ 274 Total short-term debt $ — $ 274 AFCO Finance The Company enters into a financing agreement with AFCO Credit Corporation (“AFCO”) purchased through Marsh Insurance on an annual basis to fund the annual premiums on insurance policies due July 1 of each year. These policies relate to workers’ compensation and various liability policies including, but not limited to, General, Auto, Umbrella, Property, and Directors’ and Officers’ insurance. The total amount of the premiums financed in July 2022 was approximately $516,000 with an interest rate ranging from approximately 6.0% over the period. An initial down payment of approximately $129,000 was made on July 21, 2022 with additional monthly payments of approximately $59,000, escalating to approximately $69,000 over the term, being made beginning August 1, 2022 and ending on April 1, 2023. The outstanding principal due AFCO at December 31, 2022 was approximately $274,000. No such financing agreement was entered into by the Company during fiscal 2023. |
Series A-1 Convertible Preferre
Series A-1 Convertible Preferred Stock | 12 Months Ended |
Dec. 30, 2023 | |
Equity [Abstract] | |
Series A-1 Convertible Preferred Stock | Note 14: Series A-1 Convertible Preferred Stock . History On August 18, 2017, the Company acquired GeoTraq by way of merger. In connection with this transaction, the Company tendered to the owners of GeoTraq $200,000, issued to them an aggregate of 288,588 shares (number of shares specific – not rounded) of the Company’s Series A Convertible Preferred Stock valued at $12.3 million, including the beneficial conversion feature of $2.6 million, and entered into one-year unsecured promissory notes in the aggregate principal amount of $800,000. Conversion The “Conversion Ratio” per share of the Series A-1 Convertible Preferred Stock in connection with any conversion shall be at a ratio of 20:1, one share of Series A-1 Convertible Preferred Stock, if and when converted into shares of Common Stock, shall convert into twenty shares Common Stock. Each holder shall have the right, exercisable at any time and from time to time (unless otherwise prohibited by law, rule, or regulation, or as restricted below), to convert any or all of such holder’s shares of Series A-1 Convertible Preferred Stock into shares of Common Stock at the Conversion Ratio. During the years ended December 30, 2023 and December 31, 2022, 27,353 and 16,141 shares of the Company’s Series A-1 Convertible Preferred Stock were converted into 547,069 and 322,820 shares, respectively, of the Company’s common stock. Additionally, during the year ended December 30, 2023, 1,505 shares of the Company’s Series A-1 Convertible Preferred Stock were forfeited. As of December 30, 2023 and December 31, 2022, there were 193,730 and 222,588 shares, respectively, of Series A-1 Convertible Preferred Stock outstanding. Dividends The Company cannot declare, pay or set aside any dividends on shares of any other class or series of our capital stock unless (in addition to the obtaining of any consents required by our Articles of Incorporation) the holders of the Series A Convertible Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend in the aggregate amount of one dollar, regardless of the number of then-issued and outstanding shares of Series A Convertible Preferred Stock. Any remaining dividends allocated by the Board of Directors shall be distributed in an equal amount per share to the holders of outstanding common stock and Series A-1 Convertible Preferred Stock (on an as-if-converted to common stock basis pursuant to the Conversion Ratio as defined below). Voting Rights Each holder of a share of Series A Convertible Preferred Stock has a number of votes as is determined by multiplying (i) the number of shares of Series A Preferred Stock held by such holder, and (ii) 17. The holders of Series A-1 Convertible Preferred Stock vote together with all other classes and series of common and preferred stock of the Company as a single class on all actions to be taken by the common stockholders of the Company, except to the extent that voting as a separate class or series is required by law. Redemption The Series A-1 Convertible Preferred Stock has no redemption rights by JanOne, or any other entity. Preemptive Rights Holders of the Series A-1 Convertible Preferred Stock and holders of JanOne common stock are not entitled to any preemptive, subscription, or similar rights in respect of any securities of JanOne, except as set forth in the Amended and Restated Series A-1 Certificate of Designation or in any other document agreed to by JanOne. Protective Provisions Without first obtaining the affirmative approval of a majority of the holders of the shares of Series A-1 Convertible Preferred Stock, the Company may not directly or indirectly (i) increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series A-1 Convertible Preferred Stock; (ii) effect an exchange, reclassification, or cancellation of all or a part of the Series A-1 Convertible Preferred Stock, but excluding a stock split or reverse stock split or combination of the common stock or preferred stock; (iii) effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series A-1 Convertible Preferred Stock; or (iv) alter or change the rights, preferences or privileges of the shares of Series A-1 Convertible Preferred Stock so as to affect adversely the shares of such series, including the rights set forth in this Designation; provided, however, that we may, without any vote of the holders of shares of the Series A-1 Convertible Preferred Stock, make technical, corrective, administrative or similar changes to the Amended and Restated Series A-1 Certificate of Designation that do not, individually or in the aggregate, materially adversely affect the rights or preferences of the holders of shares of the Series A-1 Convertible Preferred Stock. Note 15: Series S Convertible Preferred Stock . History On December 28, 2022 the acquired Soin Therapeutics by way of merger. In connection with this transaction, with a potential value of up to $30 million, the Company tendered 100,000 shares of the Company's Series S Convertible Preferred Stock. Conversion Dr. Soin may convert up to three million dollars of value of the Series S Stock into shares of the Company's common stock commencing one year from the closing and may convert up to an additional $10 million of value of the Series S Stock into shares of the Company's common stock from and after the sooner of (y) the issuance by the FDA of New Drug Approval for low-dose naltrexone for treating pain or (z) 10 years from the closing. Further, during the 10-year period following the closing, Dr. Soin may convert up to an additional $17 million of value at a rate of five percent of the gross revenues that the Company receives in connection with sales or license revenue from the product. Dr. Soin further agreed to certain restrictions on the maximum number of shares of Series S Stock that he may ultimately keep or that he may convert into shares of our common stock or sell into the public markets at any given time: (i) Dr. Soin may not convert shares of Series S Stock into shares of the Company's common stock in an amount such that, upon any such conversion, he beneficially own shares of the Company's common stock in excess of 4.99% of the Company's then-outstanding common stock and (ii) during the five-year period that commences on the date that Dr. Soin is first eligible to convert any shares of Series S Stock into shares of the Company's common stock, he will not dispose of any of such shares into the public markets in an amount that exceeds five percent of the daily trading volume of the Company's common stock during any trading day. Shares of Series S Convertible Preferred Stock are convertible into the Company’s common shares at a ratio of 1:1. As of December 30, 2023 and December 31, 2022, there were 100,000 of Series S Convertible Preferred Stock outstanding, as reflected in the following (dollars in $000’s). Series S Preferred Stock Shares Amount Balance, January 1, 2022 — $ — Series S preferred issued 100,000 14,510 Balance, December 31, 2022 100000 14,510 Balance, December 30, 2023 100,000 $ 14,510 Dividends Shares of Series S Convertible Preferred Stock do not have dividend rights. Voting Rights The Holder of each share of Series S Convertible Preferred Stock shall have one vote for such share. With respect to any stockholder vote, the Holder shall have full voting rights and powers equal to the voting rights and powers of the Common Stock stockholders, and shall be entitled to notice of any stockholders' meeting in accordance with the Bylaws of the Company, and shall be entitled to vote, together with Common Stock stockholders, with respect to any question upon which the Common Stock stockholders have the right to vote. The Holders of Series S Convertible Preferred Stock shall vote together with all other classes and series of common and preferred stock of the Company as a single class on all actions to be taken by the Common Stock stockholders, except to the extent that voting as a separate class or series is required by law. Redemption The Series S Convertible Preferred Stock has no redemption rights by JanOne, or any other entity. Preemptive Rights Holders of the Series S Convertible Preferred Stock and holders of JanOne common stock are not entitled to any preemptive, subscription, or similar rights in respect of any securities of JanOne, except as set forth in the Amended and Restated Series A-1 Certificate of Designation or in any other document agreed to by JanOne. Protective Provisions Without first obtaining the affirmative approval of a majority of the holders of the shares of Series S Convertible Preferred Stock, the Company may not directly or indirectly (i) increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series S Convertible Preferred Stock; (ii) effect an exchange, reclassification, or cancellation of all or a part of the Series S Convertible Preferred Stock, but excluding a stock split or reverse stock split or combination of the common stock or preferred stock; (iii) effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series S Convertible Preferred Stock; (iv) issue additional shares of Series S Convertible Preferred Stock other than in connection with the merger agreement, or (v) alter or change the rights, preferences or privileges of the shares of Series S Convertible Preferred Stock so as to affect adversely the shares of such series, including the rights set forth in this Designation; provided, however, that we may, without any vote of the holders of shares of the Series S Convertible Preferred Stock, make technical, corrective, administrative or similar changes to the Amended and Restated Series S Certificate of Designation that do not, individually or in the aggregate, materially adversely affect the rights or preferences of the holders of shares of the Series S Convertible Preferred Stock. |
Series S Convertible Preferred
Series S Convertible Preferred Stock | 12 Months Ended |
Dec. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Series A-1 Convertible Preferred Stock | Note 14: Series A-1 Convertible Preferred Stock . History On August 18, 2017, the Company acquired GeoTraq by way of merger. In connection with this transaction, the Company tendered to the owners of GeoTraq $200,000, issued to them an aggregate of 288,588 shares (number of shares specific – not rounded) of the Company’s Series A Convertible Preferred Stock valued at $12.3 million, including the beneficial conversion feature of $2.6 million, and entered into one-year unsecured promissory notes in the aggregate principal amount of $800,000. Conversion The “Conversion Ratio” per share of the Series A-1 Convertible Preferred Stock in connection with any conversion shall be at a ratio of 20:1, one share of Series A-1 Convertible Preferred Stock, if and when converted into shares of Common Stock, shall convert into twenty shares Common Stock. Each holder shall have the right, exercisable at any time and from time to time (unless otherwise prohibited by law, rule, or regulation, or as restricted below), to convert any or all of such holder’s shares of Series A-1 Convertible Preferred Stock into shares of Common Stock at the Conversion Ratio. During the years ended December 30, 2023 and December 31, 2022, 27,353 and 16,141 shares of the Company’s Series A-1 Convertible Preferred Stock were converted into 547,069 and 322,820 shares, respectively, of the Company’s common stock. Additionally, during the year ended December 30, 2023, 1,505 shares of the Company’s Series A-1 Convertible Preferred Stock were forfeited. As of December 30, 2023 and December 31, 2022, there were 193,730 and 222,588 shares, respectively, of Series A-1 Convertible Preferred Stock outstanding. Dividends The Company cannot declare, pay or set aside any dividends on shares of any other class or series of our capital stock unless (in addition to the obtaining of any consents required by our Articles of Incorporation) the holders of the Series A Convertible Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend in the aggregate amount of one dollar, regardless of the number of then-issued and outstanding shares of Series A Convertible Preferred Stock. Any remaining dividends allocated by the Board of Directors shall be distributed in an equal amount per share to the holders of outstanding common stock and Series A-1 Convertible Preferred Stock (on an as-if-converted to common stock basis pursuant to the Conversion Ratio as defined below). Voting Rights Each holder of a share of Series A Convertible Preferred Stock has a number of votes as is determined by multiplying (i) the number of shares of Series A Preferred Stock held by such holder, and (ii) 17. The holders of Series A-1 Convertible Preferred Stock vote together with all other classes and series of common and preferred stock of the Company as a single class on all actions to be taken by the common stockholders of the Company, except to the extent that voting as a separate class or series is required by law. Redemption The Series A-1 Convertible Preferred Stock has no redemption rights by JanOne, or any other entity. Preemptive Rights Holders of the Series A-1 Convertible Preferred Stock and holders of JanOne common stock are not entitled to any preemptive, subscription, or similar rights in respect of any securities of JanOne, except as set forth in the Amended and Restated Series A-1 Certificate of Designation or in any other document agreed to by JanOne. Protective Provisions Without first obtaining the affirmative approval of a majority of the holders of the shares of Series A-1 Convertible Preferred Stock, the Company may not directly or indirectly (i) increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series A-1 Convertible Preferred Stock; (ii) effect an exchange, reclassification, or cancellation of all or a part of the Series A-1 Convertible Preferred Stock, but excluding a stock split or reverse stock split or combination of the common stock or preferred stock; (iii) effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series A-1 Convertible Preferred Stock; or (iv) alter or change the rights, preferences or privileges of the shares of Series A-1 Convertible Preferred Stock so as to affect adversely the shares of such series, including the rights set forth in this Designation; provided, however, that we may, without any vote of the holders of shares of the Series A-1 Convertible Preferred Stock, make technical, corrective, administrative or similar changes to the Amended and Restated Series A-1 Certificate of Designation that do not, individually or in the aggregate, materially adversely affect the rights or preferences of the holders of shares of the Series A-1 Convertible Preferred Stock. Note 15: Series S Convertible Preferred Stock . History On December 28, 2022 the acquired Soin Therapeutics by way of merger. In connection with this transaction, with a potential value of up to $30 million, the Company tendered 100,000 shares of the Company's Series S Convertible Preferred Stock. Conversion Dr. Soin may convert up to three million dollars of value of the Series S Stock into shares of the Company's common stock commencing one year from the closing and may convert up to an additional $10 million of value of the Series S Stock into shares of the Company's common stock from and after the sooner of (y) the issuance by the FDA of New Drug Approval for low-dose naltrexone for treating pain or (z) 10 years from the closing. Further, during the 10-year period following the closing, Dr. Soin may convert up to an additional $17 million of value at a rate of five percent of the gross revenues that the Company receives in connection with sales or license revenue from the product. Dr. Soin further agreed to certain restrictions on the maximum number of shares of Series S Stock that he may ultimately keep or that he may convert into shares of our common stock or sell into the public markets at any given time: (i) Dr. Soin may not convert shares of Series S Stock into shares of the Company's common stock in an amount such that, upon any such conversion, he beneficially own shares of the Company's common stock in excess of 4.99% of the Company's then-outstanding common stock and (ii) during the five-year period that commences on the date that Dr. Soin is first eligible to convert any shares of Series S Stock into shares of the Company's common stock, he will not dispose of any of such shares into the public markets in an amount that exceeds five percent of the daily trading volume of the Company's common stock during any trading day. Shares of Series S Convertible Preferred Stock are convertible into the Company’s common shares at a ratio of 1:1. As of December 30, 2023 and December 31, 2022, there were 100,000 of Series S Convertible Preferred Stock outstanding, as reflected in the following (dollars in $000’s). Series S Preferred Stock Shares Amount Balance, January 1, 2022 — $ — Series S preferred issued 100,000 14,510 Balance, December 31, 2022 100000 14,510 Balance, December 30, 2023 100,000 $ 14,510 Dividends Shares of Series S Convertible Preferred Stock do not have dividend rights. Voting Rights The Holder of each share of Series S Convertible Preferred Stock shall have one vote for such share. With respect to any stockholder vote, the Holder shall have full voting rights and powers equal to the voting rights and powers of the Common Stock stockholders, and shall be entitled to notice of any stockholders' meeting in accordance with the Bylaws of the Company, and shall be entitled to vote, together with Common Stock stockholders, with respect to any question upon which the Common Stock stockholders have the right to vote. The Holders of Series S Convertible Preferred Stock shall vote together with all other classes and series of common and preferred stock of the Company as a single class on all actions to be taken by the Common Stock stockholders, except to the extent that voting as a separate class or series is required by law. Redemption The Series S Convertible Preferred Stock has no redemption rights by JanOne, or any other entity. Preemptive Rights Holders of the Series S Convertible Preferred Stock and holders of JanOne common stock are not entitled to any preemptive, subscription, or similar rights in respect of any securities of JanOne, except as set forth in the Amended and Restated Series A-1 Certificate of Designation or in any other document agreed to by JanOne. Protective Provisions Without first obtaining the affirmative approval of a majority of the holders of the shares of Series S Convertible Preferred Stock, the Company may not directly or indirectly (i) increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series S Convertible Preferred Stock; (ii) effect an exchange, reclassification, or cancellation of all or a part of the Series S Convertible Preferred Stock, but excluding a stock split or reverse stock split or combination of the common stock or preferred stock; (iii) effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series S Convertible Preferred Stock; (iv) issue additional shares of Series S Convertible Preferred Stock other than in connection with the merger agreement, or (v) alter or change the rights, preferences or privileges of the shares of Series S Convertible Preferred Stock so as to affect adversely the shares of such series, including the rights set forth in this Designation; provided, however, that we may, without any vote of the holders of shares of the Series S Convertible Preferred Stock, make technical, corrective, administrative or similar changes to the Amended and Restated Series S Certificate of Designation that do not, individually or in the aggregate, materially adversely affect the rights or preferences of the holders of shares of the Series S Convertible Preferred Stock. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 16: Stockholders’ Equity Common Stock : The Company's Articles of Incorporation authorize 200,000,000 shares of common stock that may be issued from time to time having such rights, powers, preferences and designations as the Board of Directors may determine. As of December 30, 2023, and December 31, 2022, there were 4,957,647 and 3,150,230 shares, respectively, of common stock issued and outstanding. Equity Offerings: On March 22, 2023, the Company entered into a Securities Purchase Agreement with certain institutional investors for the sale by the Company in a registered direct offering of 361,000 shares of the Company’s common stock, par value $0.001 per share, at a purchase price per share of Common Stock of $1.17. The offering closed on March 24, 2023. The aggregate gross proceeds for the sale of the shares of Common Stock were approximately $422,000, before deducting the placement agent fees and related expenses. The Company intends to use the net proceeds for working capital and general corporate purposes. On August 18, 2023, the Company entered into a Securities Purchase Agreement with a certain institutional investor for the sale by the Company in a registered direct offering of: (i) 418,000 shares of the Company’s common stock, par value $0.001 per share, at an offering price of $0.8811 per share and (ii) pre-funded warrants exercisable for up to 481,348 shares of Common Stock to the Investor at an offering price equal to $0.8801 per pre-funded Warrant. The aggregate gross proceeds from the offering were approximately $790,000, before deducting the placement agent fees and related expenses. The Company intends to use the net proceeds for working capital and general corporate purposes. On August 31, 2023, 481,348 of the pre-funded warrants were exercised. In a concurrent private placement, the Company also granted warrants to purchase up to 899,348 shares of Common Stock. Each warrant is exercisable immediately following issuance at an exercise price of $0.7561 per share and expires August 31, 2023. As of December 30, 2023, there were 899,348 of the private placement warrants outstanding. Equity Incentives : The Company's 2023 Plan, which was adopted by the Board in August 2023 and approved by the stockholders at the 2023 annual meeting of stockholders, replaces the 2016 Plan, which replaced the 2011 Plan. Under the 2023 Plan, the maximum aggregate number of shares, which may be subject to or delivered under Awards granted under the Plan is two million (2,000,000) shares. Awards may be in the form of a Stock Award, Option, Stock Appreciation Right, Stock Unit, or Other Stock-based Award granted in accordance with the terms of the respective Plan. During the year ended December 30, 2023, the Company granted $345,000 in restricted stock units, or 908,852 underlying shares of the Company's common stock, which were all immediately vested. As of December 30, 2023, $345,000 in restricted stock units, or 908,852 underlying shares of the Company's common stock, were outstanding. The Company's 2016 Plan authorizes the granting of awards in any of the following forms: (i) incentive stock options, (ii) nonqualified stock options, (iii) restricted stock awards, and (iv) restricted stock units, and expires on the earlier of October 28, 2026, or the date that all shares reserved under the 2016 Plan are issued or no longer available. On November 4, 2020, the Company amended the 2016 Plan to increase the issuance of common shares from 400,000 to 800,000. The vesting period is determined by the Board of Directors at the time of the stock option grant. As of December 30, 2023 and December 31, 2022, 100,000 and 90,000 options were outstanding under the 2016 Plan. The Company's 2011 Plan authorizes the granting of awards in any of the following forms: (i) stock options, (ii) stock appreciation rights, and (iii) other share-based awards, including but not limited to, restricted stock, restricted stock units or performance shares, and expired on the earlier of May 12, 2021, or the date that all shares reserved under the 2011 Plan are issued or no longer available. As of December 30, 2023 and December 31, 2022, 14,000 and 20,000 options, respectively, were outstanding under the 2011 Plan. No additional awards will be granted under the 2011 Plan. The following table summarizes stock option activity for the fiscal years ended December 30, 2023, and December 31, 2022 (Aggregate Intrinsic Value in $000’s): Options Weighted Aggregate Weighted Outstanding at January 1, 2022 117,500 $ 7.16 $ 21 7.0 Cancelled/expired (7,500) Outstanding at December 31, 2022 110,000 6.27 — 6.5 Granted 10,000 1.53 Cancelled/expired (6,000) — Outstanding at December 30, 2023 114,000 $ 5.68 $ — 6.1 Exercisable at December 30, 2023 114,000 $ 5.68 $ — 6.1 The exercise price for stock options outstanding and exercisable outstanding at December 30, 2023 is as follows: Outstanding Exercisable Number of Options Exercise Price ($) Number of Options Exercise Price ($) 6,000 $17.35 to $23.45 6,000 $17.35 to $23.45 — $11.10 to $15.00 — $11.10 to $15.00 42,000 $5.70 to $9.90 42,000 $5.70 to $9.90 66,000 $3.54 to $5.25 66,000 $3.54 to $5.25 114,000 114,000 The following table summarizes information about the Company’s non-vested shares outstanding as of December 30, 2023 and December 31, 2022: Non-vested Shares Number of Non-vested at January 1, 2022 7,500 Vested (7,500) Non-vested at December 31, 2022 — Granted 10,000 Vested (10,000) Non-vested at December 30, 2023 — The Company recognized share-based compensation expense related to equity incentive awards of approximately $14,000 and approximately $5,000 for the fiscal years ended December 30, 2023, and December 31, 2022, respectively. As of December 30, 2023, the Company had no unrecognized share-based compensation expense associated with stock option awards. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 17: Income taxes For fiscal years ended December 30, 2023, and December 31, 2022, the Company recorded an income tax benefit from continuing operations of approximately $429,000 and an income tax benefit of $6.6 million, respectively, and an income tax provision from discontinued operations of approximately $971,000 and $2.1 million, respectively, which consisted of the following (in $000’s): Fiscal Years Ended December 30, 2023 December 31, 2022 Current tax expense: State $ — $ 32 Federal 97 45 Current tax expense 97 77 Deferred tax provision (benefit) - domestic 445 (4,589) Total provision (benefit) of income taxes $ 542 $ (4,512) A reconciliation of the Company's income tax benefit (provision) with the federal statutory tax rate for the fiscal years ended December 30, 2023, and December 31, 2022, respectively, is shown below: Fiscal Years Ended December 30, 2023 December 31, 2022 U.S. statutory rate 21.0 % 21.0 % Federal income tax for installment sale — % 0.6 % State tax rate 1.5 % 5.5 % Foreign rate differential 0.5 % -0.2 % Permanent differences -0.1 % 0.4 % Change in tax rates — % 2.8 % Impact of sale of ARCA Recycling and Canada -4.4 % — % Change in valuation allowance -25.7 % -96.4 % Other -0.1 % 0.4 % -7.3 % -65.9 % Income (loss) before provision of income taxes was derived from the following sources for fiscal years December 30, 2023 and December 31, 2022, respectively, as shown below (in $000’s): Fiscal Years Ended December 30, 2023 December 31, 2022 United States $ (6,613) $ 6,717 Canada (657) (237) Total $ (7,270) $ 6,480 The components of net deferred tax assets (liabilities) as of December 30, 2023 and December 31, 2022, respectively, are as follows (in $000’s): December 30, 2023 December 31, 2022 Deferred tax assets (liabilities): Accrued expenses 7 1,723 Accrued compensation 3 82 Section 174 expenses 61 92 Prepaid expenses (16) (184) Net operating loss 5,360 5,494 Lease liability — 39 Tax credits 3 3 Share-based compensation 136 171 Intangibles (3,747) (4,782) Property and equipment — (483) Installment sale — (2,114) Unrealized losses 327 305 Section 163(j) interest — 363 2,134 709 Less: valuation allowance (2,773) (904) Net deferred tax assets (liabilities) $ (639) $ (195) As of December 30, 2023, the Company has net operating loss carryforwards of approximately $20.9 million for federal income tax purposes, and approximately $14.8 million for state income tax purposes, which will be available to offset future taxable income. Due to recent tax legislation, the federal net operating losses are eligible for indefinite carryforward, limited by certain taxable income limitations. State net operating losses begin to expire in 2029. The Company evaluates all available evidence to determine if a valuation allowance is needed to reduce its deferred tax assets. During the fourth quarter of fiscal year 2023, management concluded that a valuation allowance is necessary for the state net operating loss carryforward and a portion of the federal net operating loss carryforward. Due to the 2023 sale of ARCA Canada (as part of the Recycling Subsidiaries transaction), the valuation allowance was released. The Company has recorded a valuation allowance of approximately $2.8 million and $904,000 as of December 30, 2023, and December 31, 2022, respectfully. The Company annually conducts an analysis of its uncertain tax positions and has concluded that it has no uncertain tax positions as of December 30, 2023. The Company’s policy is to record uncertain tax positions as a component of income tax expense. The Company files U.S. and state income tax returns in jurisdictions with differing statutes of limitations. The 2020 through 2023 tax years remain subject to selection for examination as of December 30, 2023. None of the Company’s income tax returns are currently under audit. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 18: Related parties Tony Isaac, the Company’s Chief Executive Officer, is the father of Jon Isaac, President and Chief Executive Officer of Live Ventures Incorporated (“Live Ventures”) and managing member of ICG. Tony Isaac, Chief Executive Officer and Richard Butler, Board of Directors member of the Company, are both Board of Directors members of Live Ventures. The Company also shares certain executive, accounting and legal services with Live Ventures. The total services shared were approximately $203,000 and approximately $314,000 for fiscal years ending December 30, 2023 and December 31, 2022, respectively. Connexx rents approximately 9,900 square feet of office space from Live Ventures at its Las Vegas, Nevada office. Effective August 2023, due to the winding down of operations of the Recycling Subsidiaries, we ceased leasing office space in the Las Vegas, Nevada facility. The total rent and common area expenses for Connexx at the Las Vegas, Nevada office were approximately $103,000 and approximately $215,000 for fiscal years ending December 30, 2023 and December 31, 2022, respectively. During Q4 2023, operations of the Recycling Subsidiaries were wound down and, ultimately, ceased. See Note 4. Consequently, outstanding liabilities for shared rent and services for the Recycling Subsidiaries reverted to the Company. As such, the Company has recorded a liability in the amount of approximately $258,000, which was offset against the gain on sale of the Recycling Subsidiaries. Sale of Recycling Subsidiaries On March 9, 2023, the Company entered into a Stock Purchase Agreement (the “Recycling Purchase Agreement”) with VM7 Corporation, a Delaware corporation (“VM7”), under which it agreed to acquire all of the outstanding equity interests of the Recycling Subsidiaries consisting of: (a) ARCA Recycling, Inc., (b) ARCA Canada, and (c) Connexx. The principal of VM7 is Virland A. Johnson, our Chief Financial Officer. The sale of all of the outstanding equity interests of the Recycling Subsidiaries to VM7 under the Recycling Purchase Agreement was consummated simultaneously with the execution of the Recycling Agreement. The Company's Board of Directors unanimously approved the Recycling Purchase Agreement and the Disposition Transaction. The Recycling Purchase Agreement is retroactively effective as of March 1, 2023. During the fourth quarter of fiscal 2023, VM7 determined that, after expending significant amounts of time and resources, it was unable to obtain sufficient equity or debt financing to continue the operations of the Recycling Subsidiaries. Accordingly, the Company was advised that the operations of the Recycling Subsidiaries were wound down and, ultimately, ceased. Because the Company did not receive all of the economic benefits of the Disposition Transaction and understands that it will not receive any future benefits of the Disposition Transaction, the Company determined to fully impair the $5.3 million carrying value of the Disposition Transaction on its balance sheet. The Company also determined not to exercise any of its remedies under the Recycling Purchase Agreement so that the Company could maintain its focus on its clinical-stage biopharmaceutical activities. ICG Note On August 28, 2019, ARCA Recycling entered into and delivered to ICG a secured revolving line of credit promissory note, whereby ICG agreed to provide ARCA Recycling with a $2.5 million revolving credit facility (the “ICG Note”). See Note 6. Jon Isaac is the manager and sole member of ICG, and the son of Tony Isaac, the Chief Executive Officer of JanOne and, previously, ARCA Recycling. ICG is a record and beneficial owner of 13.6% of the outstanding common stock of the Company. The ICG Note was originally a component of the sale of the Recycling Subsidiaries in March 2023; however, because of the winding down of operations of the Recycling Subsidiaries during Q4 2023, and because the ICG Note was guaranteed by the Company, it recorded a liability in the amount of approximately $690,000 for the principal balance due on the note, which was offset against the gain on sale of the Recycling Subsidiaries. See Note 4. Additionally, effective February 2024, the ICG Note was amended to reflect the Company as co-maker on the ICG Note. See Note 22. The ICG Note matures in March 2026, and bears interest at 8.75% per annum. Monthly payments on the note are approximately $24,767. As of December 30, 2023, the balance outstanding was approximately $706,000. ARCA Recycling Purchasing Agreement On April 5, 2022, ARCA Recycling entered into a Purchasing Agreement with Live Ventures. Pursuant to the Purchasing Agreement, Live Ventures agrees to purchase inventory from time to time for ARCA, as set forth in submitted purchase orders. The inventory is owned by Live Ventures until payment from ARCA Recycling is received. All purchases made by ARCA Recycling shall be paid back to Live Ventures in full plus an additional five percent surcharge or broker-type fee. The term of the Purchasing Agreement is one year, and automatically renews if not terminated by either party, as provided for in the Purchasing Agreement. The liability for the Purchasing Agreement was originally a component of the sale of the Recycling Subsidiaries in March 2023; however, because of the winding down of operations of the Recycling Subsidiaries during Q4 2023, and because the Purchasing Agreement was guaranteed by the Company, it recorded a liability in the amount of approximately $692,000 for the principal balance due under the Purchasing Agreement, which was offset against the gain on sale of the Recycling Subsidiaries. See Note 4. As of the years ended December 30, 2023 and December 31, 2022, the amount due to Live Ventures was approximately $692,000 and $624,000, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 19: Commitments and Contingencies Litigation SEC Complaint On August 2, 2021, the U.S. Securities and Exchange Commission (“SEC”) filed a civil complaint (the “SEC Complaint”) in the United States District Court for the District of Nevada naming the Company and one of its executive officers, Virland Johnson, the Company's Chief Financial Officer, as defendants (collectively, the “Defendants”). The SEC Complaint alleges financial, disclosure and reporting violations against the Company and the executive officer under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5. The SEC Complaint also alleges various claims against the executive officer under Sections 13(a), 13(b)(2)(A), 13(b)(2)(B) and 13(b)(5) of the Exchange Act and Rules 12b-20, 13a-1, 13a-13, 13a-14, 13b2-1, and 13b2-2. The SEC seeks permanent injunctions and civil penalties against the Defendants, and an officer-and-director bar against the executive officer. The foregoing is only a general summary of the SEC Complaint, which may be accessed on the SEC’s website at https://www.sec.gov/litigation/litreleases/2021/lr25155.htm. The Company continues to assert that the SEC’s pursuit of this matter will not result in any benefit to investors and instead will only serve as a distraction from its core business. On October 1, 2021, the Company, filed a motion with the court to dismiss the complaint. The SEC filed its response opposing the motions on November 1, 2021. On September 7, 2022, the motions to dismiss were denied by the court. Pursuant to the automatic stay of proceedings under the Private Securities Litigation Reform Act, all discovery was stayed pending the motions to dismiss and the June 23, 2023 mediation to which all of the parties agreed. As of the date of these financial statements, the Company and the SEC have reached a settlement agreement in principal, the written agreement for which is pending at the SEC. Skybridge On December 29, 2016, the Company served a Minnesota state court complaint for breach of contract on Skybridge Americas, Inc. (“SA”), the Company’s primary call center vendor throughout 2015 and most of 2016. The Company seeks damages in the millions of dollars as a result of alleged overcharging by SA and lost client contracts. On January 25, 2017, SA served a counterclaim for unpaid invoices in the amount of approximately $460,000 plus interest and attorneys’ fees. On March 29, 2017, the Hennepin County district court (the “District Court”) dismissed the Company’s breach of contract claim based on SA’s overuse of its Canadian call center but permitted the Company’s remaining claims to proceed. Following motion practice, on January 8, 2018 the District Court entered judgment in SA’s favor, which was amended as of February 28, 2018, for a total amount of approximately $614,000 including interest and attorneys’ fees. On March 4, 2019, the Minnesota Court of Appeals (the “Court of Appeals”) ruled and (i) reversed the District Court’s judgment in favor of Skybridge on the call center location claim and remanded the issue back to the District Court for further proceedings, (ii) reversed the District Court’s judgment in favor of Skybridge on the net payment issue and remanded the issue to the District Court for further proceedings, and (iii) affirmed the District Court’s judgment in Skybridge’s favor against the Company’s claim that Skybridge breached the contract when it failed to meet the service level agreements. As a result of the decision by the Court of Appeals, the District Court’s award of interest and attorneys’ fees, etc. was reversed. The Company and SA held a mediation session in July 2020. Trial was held in August 2020 and on February 1, 2021, the District Court assessed damages against the Company in the amount of approximately $715,000, plus interest, fees, and costs and attorneys’ fees of $475,000. In subsequent proceedings, the Appeals Court affirmed the District Court judgment. Of the total amount awarded to SA, less the funds that the Company had previously deposited with the District Court, SA remains entitled to approximately $422,000 of statutory interest, which obligation has been assumed by VM7 in connection with the Recycling Subsidiaries Disposition transaction. See Note 4. AMTIM Capital AMTIM Capital, Inc. (“AMTIM”) acts as the Company’s representative to market our recycling services in Canada under an arrangement that pays AMTIM for revenues generated by recycling services in Canada as set forth in the agreement between the parties. A dispute has arisen between AMTIM and the Company with respect to the calculation of amounts due to AMTIM pursuant to the agreement. In a lawsuit filed by AMTIM in the province of Ontario, AMTIM claims a discrepancy in the calculation of fees due to AMTIM by the Company of approximately $2.0 million. Trial commenced in February 2022, and, on December 12, 2022, a decree was issued by the court dismissing the case. GeoTraq On or about April 9, 2021, GeoTraq, Gregg Sullivan, Tony Isaac, and the Company, among others, resolved all of the claims that related to, among other items, the Company's acquisition of GeoTraq in August 2017, all post-acquisition activities, and Mr. Sullivan’s post-acquisition employment relationship with GeoTraq (all of such claims, the “GeoTraq Matters”). The resolution was effectuated through the parties’ execution and delivery of a Settlement Agreement and Mutual Agreement of Claims (the “GeoTraq Settlement Agreement”). Under the terms of the Settlement Agreement, the Company, on its own behalf and on behalf of GeoTraq and Mr. Isaac, agreed to tender to Mr. Sullivan an aggregate of $1.95 million (the “GeoTraq Settlement Consideration”) in the following manner: (i) $250,000, which was tendered in cash on or about the date of the Settlement Agreement and (ii) up to 10 quarterly installments of not less than $170,000 that commenced on June 1, 2021, and continued not less frequently than every three months thereafter (the “GeoTraq Installments”). The Company may tender the GeoTraq Installments in cash or in the equivalent value of shares of its common stock (the value of the shares to be determined by a formula set forth in the Settlement Agreement), in either case at the Company's discretion. The Company may also prepay one or more GeoTraq Installments in full or in part at any time or from time to time either in cash or in shares of its common stock (a “GeoTraq Prepayment”). If the Company elected to prepay one or more GeoTraq Installments with shares of its common stock, Mr. Sullivan reserved the right not to consent to a tender thereof in excess of 50% of the value of that specific GeoTraq Prepayment; however, Mr. Sullivan was restricted in the reasons for which he can refuse to provide his written consent. The number of shares of the Company's common stock to be issued upon any GeoTraq Prepayment is determined by a different formula than the one to be utilized for a GeoTraq Installment. On March 17, 2023, the Company converted 5,185 of Mr. Sullivan’s Series A-1 Preferred shares and issued 103,707 shares of the Company's common stock as payment for its quarterly installment. On June 1, 2023, the Company converted 7,697 of Mr. Sullivan’s Series A-1 Preferred shares into 153,941 shares of the Company’s common stock in payment of its June 30, 2023 quarterly installment. On September 1, 2023, the Company converted 14,471 of Mr. Sullivan’s Series A-1 Preferred shares into 289,421 shares of the Company’s common stock in payment of its September 30, 2023 quarterly installment. See Note 14. As of September 30, 2023, the full balance due under the Settlement Agreement had been repaid and the remaining 1,505 shares of Mr. Sullivan’s Series A-1 Preferred shares were returned to the Company for cancellation. The parties to the Settlement Agreement released and forever discharged one another from any and all known and unknown claims that were asserted or could have been asserted arising out of the GeoTraq Litigation Matters. The accrued liability for payments due to Mr. Sullivan is $0 and $510,000 as of December 30, 2023 and December 31, 2022, respectively. Alixpartners, LLC On October 19, 2022, Alixpartners, LLC filed a complaint in the Supreme Court of the State of New York, County of New York, styled Alixpartners, LLC, plaintiff/petitioner, against JanOne Inc. , Index No. 653877/2022. Plaintiff alleged the breach of an agreement and sought damages in the amount of approximately $345,000. The Company denied that obligation. After extensive negotiations, the parties reached a settlement, pursuant to which the Company agreed to pay to Alixpartners the sum of $125,000 in two tranches and to provide a confession of judgment in its favor in the amount of approximately $450,000, which represented the amount sought in the complaint plus interest thereon. The confession of judgment will be null and void and the complaint will be dismissed with prejudice upon the Company tendering both tranches timely. The Company tendered both settlement payments in May 2023, and the complaint was subsequently dismissed. Sieggreen In a matter pending in the United States District Court for the District Of Nevada, Case No. 2:21-cv-01517-CDS-EJY, styled as Sieggreen, Individually and On Behalf of All Others Similarly Situated, Plaintiff, v. Live Ventures Incorporated, Jon Isaac, and Virland A. Johnson, Defendants , the Company was added as a defendant on March 6, 2023, and was served on March 23, 2023. Plaintiff has alleged causes of action against the Company for (i) violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and (ii) violation of Section 10(b) of the Securities Exchange Act of 1934 and Rules 10b-5(a) and 10b-5(c) promulgated thereunder. In June 2023 the Company filed a Motion to Dismiss, regarding which, as of the date of these financial statements, the Court has not ruled. The Company strongly disputes and denies all of the allegations contained therein and will continue to defend itself vigorously against the claims. Main/270 The Company is a defendant in an action filed on April 11, 2022, in the U.S. District Court Southern District of Ohio, Eastern Division, styled, Trustees Main/270, LLC, Plaintiff, vs ApplianceSmart, Inc. and JANONE, Inc., Defendant , Case no.: 2:22-cv-01938-ALM-EPD. The Company was a guarantor of the lease between the Plaintiff and ApplianceSmart, Inc. Plaintiff alleged a cause of action against the Company in respect of the guaranty and seeks approximately $90,000 therefor. Plaintiff also seeks approximately $1,420,000 against ApplianceSmart and the Company on a joint and several basis. The Company does not believe that it is obligated to Plaintiff in that amount and the parties continue to negotiate a potential settlement. Westerville Square In an attempt to recover payments due under a lease, in 2021, Westerville Square, Inc., as the landlord, initiated a civil action against the Company, styled Westerville Square, Inc. v. Appliance Recycling Centers Of America, Inc., et al., in the Court of Common Pleas of Franklin County, Ohio, Case No. 19 CV 8627. The case was stayed during the bankruptcy proceedings of ApplianceSmart, Inc., and was reinstated on June 7, 2021. The landlord is currently seeking $120,000, which amount is disputed by the Company. Effective June 4, 2023, the parties settled the matter, pursuant to which settlement the Company tendered the sum of $110,000 to the landlord, the parties entered into a Settlement Agreement and Release, and the case was dismissed with prejudice. Other Commitments On December 30, 2017, the Company disposed of its retail appliance segment and sold ApplianceSmart to Live Ventures, a related party. In connection with that sale, as of January 2, 2021, the Company accrued an aggregate amount of future real property lease payments of approximately $767,000 which represented amounts guaranteed or which may have been owed under certain lease agreements to three third party landlords in which the Company either remained the counterparty, was a guarantor, or had agreed to remain contractually liable under the lease (“ApplianceSmart Leases”). A final decree was issued by the court on February 28, 2022, upon the full satisfaction of the Plan, at which time ApplianceSmart emerged from Chapter 11. During the year ended December 30, 2023, the Company reversed approximately $637,000 of the accrual, as the Company is no longer liable for two of these guarantees upon ApplianceSmart's emergence from bankruptcy. As of December 30, 2023, a balance of approximately $130,000 remains as an accrued liability due to an ongoing dispute concerning one of the leases. The Company and Live Ventures have agreed to divide in half between them any ultimate balance owing thereunder and any attorneys’ fees expended in relation thereto. The Company is party from time to time to other ordinary course disputes that we do not believe to be material to our financial condition as of December 30, 2023. |
Earnings (Loss) per share
Earnings (Loss) per share | 12 Months Ended |
Dec. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per share | Note 20: Earnings (Loss) per share Net loss per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company’s Consolidated Balance Sheet. Diluted net earnings per share is computed using the weighted average number of common shares outstanding, and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the additional common shares issuable with respect to restricted share awards, stock options and convertible preferred stock. The following table presents the computation of basic and diluted net loss per share (in $000’s, except per share data): For the Years Ended December 30, 2023 December 31, 2022 Continuing Operations Basic and diluted Net (loss) income from continuing operations $ (17,095) $ 8,020 Weighted average common shares outstanding 4,005,334 3,150,230 Basic and diluted (loss) income per share from continuing operations $ (4.27) $ 2.55 Discontinued Operations Basic Net income from discontinued operations $ 9,283 $ 2,972 Weighted average common shares outstanding 4,005,334 3,150,230 Basic income per share from discontinued operations $ 2.32 $ 0.94 Diluted Net income from discontinued operations $ 9,283 $ 2,972 Weighted average common shares outstanding 4,444,361 3,150,230 Diluted income per share from discontinued operations $ 2.09 $ 0.94 Total Basic and diluted Net (loss) income $ (7,812) $ 10,992 Weighted average common shares outstanding 4,005,334 3,150,230 Basic and diluted (loss) income per share $ (1.95) $ 3.49 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Note 21: Segment information The Company operates within targeted markets through three reportable segments for continuing operations: biotechnology, recycling, and technology. The biotechnology segment commenced operations in September 2019 and is focused on development of new and innovative solutions for ending the opioid epidemic ranging from digital technologies to educational advocacy. The recycling segment includes all fees charged and costs incurred for collecting, recycling and installing appliances for utilities and other customers. The recycling segment also includes byproduct revenue, which is primarily generated through the recycling of appliances. The technology segment designed wireless modules to connect devices to the Mobile Internet of Things (“IoT”) which contain location-based service (“LBS”) capabilities and can interface to external sensors to allow them to communicate both sensor status and position information. The nature of products, services and customers for each segment varies significantly. As such, the segments are managed separately. Our Chief Executive Officer has been identified as the Chief Operating Decision Maker (“CODM”). The CODM evaluates performance and allocates resources based on sales and income from operations of each segment. Operating loss represents revenues less cost of revenues and operating expenses, including certain allocated selling, general and administrative costs. There are no intersegment sales or transfers. The following tables present our segment information (in $000’s): For the Years Ended December 30, 2023 December 31, 2022 Revenues Biotechnology $ — $ — Discontinued operations 3,795 39,611 Total Revenues $ 3,795 $ 39,611 Gross profit Biotechnology $ — $ — Discontinued operations (197) 7,619 Total Gross profit $ (197) $ 7,619 Operating income Biotechnology $ (19,846) $ (3,149) Discontinued operations 10,438 8,395 Total Operating income $ (9,408) $ 5,246 Depreciation and amortization Biotechnology $ 1,452 $ 2 Discontinued operations 96 555 Total Depreciation and amortization $ 1,548 $ 557 Interest income (expense), net Biotechnology $ 2,250 $ 468 Discontinued operations (181) (957) Total Interest income (expense), net $ 2,069 $ (489) Net income after provision for income taxes Biotechnology $ (17,095) $ 8,020 Discontinued operations 9,283 2,972 Total Net income after provision for income taxes $ (7,812) $ 10,992 As of As of Assets Biotechnology $ 18,487 $ 29,165 Discontinue operations — 17,591 Total Assets $ 18,487 $ 46,756 Intangible Assets Biotechnology $ 17,846 $ 19,297 Discontinued operations — 735 Total Intangible Assets $ 17,846 $ 20,032 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 22: Subsequent events The Company has evaluated subsequent events through the filing of this Form 10-K, and determined that there have been no events that have occurred that would require adjustments to disclosures in its consolidated financial statements other than as discussed below: Warrant Purchase Agreement On January 12, 2024, the Company entered into a Warrant Purchase Agreement with a certain institutional investor that had purchased a Common Stock Purchase Warrant on August 22, 2023, in connection with such Investor’s purchase of shares of the Company’s common stock. The Warrant is exercisable from time to time for an aggregate of 899,348 shares of the Company’s common stock with a per-share exercise price of $0.7561. Pursuant to the terms of the Warrant Purchase Agreement, the Company or assigns agreed to purchase the Warrant for an aggregate price of $250,000, of which $200,000 was paid at the closing of the transaction and the remaining $50,000 was paid on March 5, 2024. In connection with the January transaction, the Company assigned the Common Stock Purchase Warrant to an otherwise unaffiliated third party. See Note 16. Soin Amendment Effective January 24, 2024, the Company, Amol Soin (“Dr. Soin”), and Soin Therapeutics LLC, a wholly-owned subsidiary of ours that we had purchased from Dr. Soin entered into an amendment (the “Soin Amendment”) to the parties’ Agreement and Plan of Merger that was dated as of December 28, 2022 (the “Soin Agreement”). With reference to the Soin Agreement, the parties to the Soin Amendment agreed that the $3.0 million convertible tranche (the first of the three original conversion tranches under the Soin Agreement) would be payable to Dr. Soin in cash rather than through his conversion of shares of the Series S Convertible Preferred Stock (the “Soin Preferred”) that constituted the consideration under the Soin Agreement. We tendered the first $100,000 amended tranche cash payment to Dr. Soin in March 2024; the second amended tranche cash payment to Dr. Soin, also in the amount of $100,000, is due on July 1, 2024; and the third amended tranche cash payment to Dr. Soin, in the amount of $2.8 million, is due on December 31, 2024. During the pendency of the amended cash tranche period, Dr. Soin agreed that he would not convert any of his shares of Soin Preferred. After we have tendered the second and third amended tranche cash payments to Dr. Soin, his conversion rights for the second and third original conversion tranches will remain convertible under the original provisions of the Soin Agreement and the related Certificate of Designation for the Soin Preferred. If we do not tender the second and third amended tranche cash payments to Dr. Soin, we agreed that we will transfer to him the membership interests of Soin Therapeutics LLC, and he will transfer to us the shares of Soin Preferred for cancellation. ICG Promissory Obligation On February 7, 2024, the Company amended its outstanding related party promissory obligations in favor of ICG and in favor of Live Ventures to add convertibility provisions to each. The per-share conversion price for each obligation, as amended, was set at $0.61, subject to standard adjustments for (i) stock dividends and splits, (ii) subsequent rights offerings, and (iii) pro rata distributions. The Company’s board of directors provided its final approvals of the amendments on February 7, 2024. Amended Promissory Note On February 7, 2024, the Company entered into a promissory note with each of the holders of the amended promissory notes (see above). The initial principal amount of each note is $300,000, with an interest rate of 10% per annum. Pursuant to an amendment to each note, one hundred thousand dollars of principal, and accrued interest thereon, is due on September 7, 2024 for each note, and the balance of each note is due on December 31, 2024. At the Company’s option, the obligation under each note is convertible after the six-month anniversary thereof at a per-share conversion price of $0.61, subject to standard adjustments for (i) stock dividends and splits, (ii) subsequent rights offerings, and (iii) pro rata distributions. The Company’s board of directors approved the issuance of the notes on February 7, 2024. Unit Purchase Agreements On February 23, 2024, the Company entered into Unit Purchase Agreements with two otherwise unaffiliated third-party investors, pursuant to which each Investor agreed to purchase 408,163 units of securities from the Company, at a price per Unit of $0.735, for an aggregate purchase price of $300,000 per investor for an aggregate price of $600,000. Each Unit consists of one share of the Com pany’s common stock and one warrant to purchase an additional share of common stock. The per-Unit price is allocated as follows: $0.61 per share of common stock and $0.125 per Warrant. The Warrant has a three-year term and will be immediately exercisable. Each Warrant is exercisable at $0.61 per share. The Company intends to use the proceeds from the Unit Purchases for its working capital needs. Isaac Consulting Agreement On March 4, 2024, we entered into a two-year Consulting Agreement (the “Consulting Agreement”) with Jon Isaac, pursuant to which he will provide to us (the “Services”): (i) strategic financial advice, including growth strategies, capital allocation, and financial restructuring; (ii) sales and business development advice, including for the acquisition of new clients and new products through networking, referrals, and marketing efforts for our prospective products; (iii) in-depth research and market intelligence on specific industries, sectors, and market trends; (iv) financial models and financial analysis to support strategic decision-making; (v) assistance, through site visits, in the preparation of new client offers and bids for proposed projects; (vi) weekly update calls with management to align on progress of objectives and goals; (vii) enhanced non-confidential materials; (viii) business risk management support; and (ix) other services to which we and he may be agree that will be memorialized in writing if, when, and as needed during the two-year term. Mr. Isaac is the son of our Chief Executive Officer, but otherwise does not have a current relationship with us. As compensation for the Services, we agreed to (i) assign to him two universal life insurance policies that relate to the life of one of the founders of our now-disposed legacy recycling business (the first policy has an accumulated value/surrender value of approximately $3,854 and the second has an accumulated value/surrender value of approximately $468); (ii) contingently tender to him funds in our Canadian counsel’s trust account in the event that the prospective Order of the Court of Appeal for Ontario Canada in the matter styled, Amtim Capital Inc. and Appliance Recycling Centers of America , Case No. COA-23-CV-0156, becomes the final Order of the Court, which amount we estimated not to exceed approximately US$220,000; (iii) issue to him 200,000 restricted shares of our common stock with the per-share value being the average of the Nasdaq historical NOCP closing price during the five trading days prior to our board approving the Consulting Agreement, which shares were awarded from our 2023 Equity Incentive Plan; and (iv) a two-year, straight 10% convertible promissory note in the initial principal amount of $500,000, with a per-share conversion price equivalent to the per-share value of the restricted common stock that he was granted ($1.16). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation |
Financial Statement Reclassification | Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications. The prior year amounts have also been modified in these financial statements to properly present amounts under continuing and discontinued operations. See Note 6. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumption that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in connection with the accompanying consolidated financial statements include the fair values in connection with the GeoTraq promissory note, analysis of other intangibles and long-lived assets for impairment, valuation allowance against deferred tax assets, lease terminations, and estimated useful lives for intangible assets and property and equipment. |
Financial Instruments | Financial Instruments |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with a maturity of three months or less at the time of purchase. Fair value of cash equivalents approximates carrying value. |
Trade and Other Receivables and Allowance for Doubtful Accounts | Trade and Other Receivables and Allowance for Doubtful Accounts |
Intangible Assets | Intangible Assets The Company accounts for intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other . Under ASC 350, intangible assets subject to amortization, shall be reviewed for impairment in accordance with the Impairment or Disposal of Long-Lived Assets in ASC 360, Property, Plant, and Equipment . Under ASC 360, long-lived assets are tested for recoverability whenever events or changes in circumstances (‘triggering event’) indicate that the carrying amount may not be recoverable. In making this determination, triggering events that were considered included: • A significant decrease in the market price of a long-lived asset (asset group); • A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; • A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; • An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); • A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and, • A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50 percent. If a triggering event has occurred, for purposes of recognition and measurement of an impairment loss, a long-lived asset or assets shall be grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If after identifying a triggering event it is determined that the asset group’s carrying value may not be recoverable, a recoverability test is performed by forecasting the expected cash flows to be derived from the asset group for the remaining useful life of the asset group’s primary asset compared to its carrying value. The recoverability test relies upon the undiscounted cash flows (excluding interest and taxes) which are derived from the Company’s specific use of those assets (not how a market participant would use those assets); and, are based upon the existing service potential of the current assets (excluding any improvements that would materially enhance the assets). If the expected undiscounted cash flows exceed the carrying value, the assets are considered recoverable. The Company’s intangible assets consist of trade names, licenses for the use of internet domain names, Universal Resource Locators, or URL’s, computer software, patent USPTO reference No. 10,182,402, and designs and related manufacturing procedures. In connection with the Soin merger (see Note 3), intangible assets consist of three patents pending, orphan drug status for Naltrexone, as granted by the FDA, and the formula for Naltrexone. Upon acquisition, critical estimates are made in valuing acquired intangible assets, which include but are not limited to: future expected cash flows from customer contracts, customer lists, and estimating cash flows from projects when completed; tradename and market position, as well as assumptions about the period of time that customer relationships will continue; and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from the assumptions used in determining the fair values. All intangible assets are capitalized at their original cost and amortized over their estimated useful lives as follows: domain name and marketing – 3 to 20 years; software – 3 to 5 years, technology intangibles – 7 years, customer relationships – 7 to 15 years. |
Revenue Recognition | Revenue Recognition Biotechnology Revenue The Company currently generates no revenue from its Biotechnology segment. Recycling Revenue On March 9, 2023, retroactive to March 1, 2023, the Company entered into the Recycling Purchase Agreement with VM7, under which VM7 agreed to acquire all of the outstanding equity interests of the Recycling Subsidiaries. As discussed previously, the accounts for the Recycling segment have been presented as discontinued operations in the accompanying consolidated financial statements.. Technology Revenue The Company generates no revenue from its Technology segment. GeoTraq was the Company’s Technology segment. The Company suspended all operations for GeoTraq during the year ended December 31, 2022. On May 24, 2022, the Company sold substantially all of the GeoTraq assets . GeoTraq is being presented as a discontinued operation. See Note 5. As discussed previously, the accounts for the Technology segment have been presented as discontinued operations in the accompanying consolidated financial statements. |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: Level 1 - inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 – to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company's assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Consolidated Statements of Income. Significant management judgment is required to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements of the Company in future periods. |
Stock-Based Compensation | Stock-Based Compensation The Company from time to time grants stock options to employees, non-employees and Company executives and directors. Such awards are valued based on the grant date fair-value of the instruments. The value of each award is amortized on a straight-line basis over the vesting period. |
Earnings Per Share | Earnings Per Share Earnings per share is calculated in accordance with ASC 260, “ Earnings Per Share ”. Under ASC 260 basic earnings per share is computed using the weighted average number of common shares outstanding during the period except that it does not include unvested restricted stock subject to cancellation. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of warrants, options, restricted shares and convertible preferred stock. The dilutive effect of outstanding restricted shares, options and warrants is reflected in diluted earnings per share by application of the treasury stock method. Convertible preferred stock is reflected on an if-converted basis. |
Segment Reporting | Segment Reporting ASC Topic 280, “ Segment Reporting ,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a Company’s management organizes segments within the Company for making operating decisions and assessing performance. The Company determined it had three reportable segments, however the Recycling and Technology segments have been consolidated and presented as discontinued operations. See Note 21. |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains cash balances at a bank in Nevada. The account is insured by the Federal Deposit Insurance Corporation up to $250,000. At times, balances may exceed federally insured limits. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the CODM, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Trade and Other Receivables | The following table details the Company's trade and other receivables as of December 30, 2023 and December 31, 2022 (in $000’s): December 30, December 31, Other receivables $ 266 $ 106 Trade and other receivables, net $ 266 $ 106 |
Sale of Recycling Subsidiaries
Sale of Recycling Subsidiaries (Tables) | 12 Months Ended |
Dec. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following table details the final calculation of the gain on sale of the Recycling Subsidiaries, as shown on the income statement (in $000’s): Total minimum consideration $ 6,023 Payment from buyer 3 Net consideration $ 6,026 Accounts payable 5,323 Accrued liabilities 1,857 Accrued liabilities - California state sales tax 6,320 Lease liabilities 5,285 Debt 2,139 Accumulated other comprehensive loss (604) Total disposal of liabilities 20,320 Total consideration 26,346 Cash 145 Accounts receivable 4,884 Inventory 67 Property, plant and equipment 2,767 Intangible assets 732 Right-of-use assets 5,075 Other assets 574 Total disposal of assets 14,244 Total gain on sale $ 12,102 The following table illustrates the calculation of the gain on sale of GeoTraq, including the charges to income referenced above, as shown on the income statement (in $000’s): Purchase price $ 13,500 Discount on note receivable (4,013) Premium on shares received 46 Derecognition of GeoTraq inventory (105) Gain on sale $ 9,428 December 31, 2022 Assets from discontinued operations Cash and cash equivalents $ 53 Trade and other receivables, net 7,816 Inventories 366 Prepaid expenses and other current assets 377 Total current assets from discontinued operations 8,612 Property and equipment, net 1 2,705 Right of use asset - operating leases 5,290 Intangible assets, net 2 735 Deposits and other assets 249 Total other assets from discontinued operations 8,979 Total assets from discontinued operations $ 17,591 Liabilities from discontinued operations Accounts payable $ 4,423 Accrued liabilities - other 3 3,278 Accrued liability - California sales taxes 4 6,264 Lease obligation short-term - operating leases 1,631 Short-term debt 5 4,172 Current portion of note payable 381 Related party note 233 Total current liabilities from discontinued operations 20,382 Lease obligation long-term - operating leases 3,816 Notes payable - long-term portion 6 1,339 Long-term portion related party note payable 7 605 Total noncurrent liabilities from discontinued operations 5,760 Total liabilities from discontinued operations $ 26,142 1 The Company’s property and equipment consisted of the following (in $000’s): Useful Life December 31, 2022 Buildings and improvements 3 - 30 $ 69 Equipment 3 - 15 2,556 Projects under construction 1,447 Property and equipment 4,072 Less accumulated depreciation (1,367) Total property and equipment, net, from discontinued operations $ 2,705 2 The Company’s intangible assets consisted of the following (in $000’s): December 31, Patent and domains $ 19 Computer software 1,682 Intangible assets 1,701 Less accumulated amortization (966) Total intangible assets $ 735 3 The Company’s accrued liabilities consisted of the following (in $000’s): December 31, Compensation and benefits $ 685 Contract liability 290 Accrued incentive and rebate checks 2,037 Accrued taxes 219 Other 47 Total accrued expenses $ 3,278 4 The Company’s accrual relating to the California sales tax assessment consisted of the following (in $000’s): December 31, Accrued liability - CA sales tax assessment $ 4,132 Accrued liability - interest on CA sales tax assessment 2,132 Total $ 6,264 5 The Company’s short-term debt consisted of the following (in $000’s): December 31, Gulf Coast Bank and Trust Company $ 4,206 Gulf Coast Bank and Trust Company loan origination fees $ (34) Total $ 4,172 6 The Company’s long-term debt consisted of the following (in $000’s): December 31, KLC Financial $ 1,781 KLC Financial loan origination fees (61) Total 1,720 Less current portion (381) Total $ 1,339 The Company’s related party debt consisted of the following (in $000’s): December 31, Isaac Capital Group LLC $ 838 Total 838 Less current portion (233) Total $ 605 December 30, 2023 December 31, 2022 Revenues $ 3,795 $ 39,611 Cost of revenues 3,992 31,992 Gross profit (197) 7,619 Operating expenses from discontinued operations: Selling, general and administrative expenses 1,467 8,652 Gain on sale of ARCA (12,102) — Gain on sale of GeoTraq — (9,428) Total operating expenses from discontinued operations (10,635) (776) Operating income from discontinued operations 10,438 8,395 Other expense from discontinued operations Interest expense, net (181) (957) Loss on litigation settlement — (1,008) Other expense, net (3) (1,349) Total other expense, net (184) (3,314) Income before provision for income taxes from discontinued operations 10,254 5,081 Income tax provision 971 2,109 Net income from discontinued operations $ 9,283 $ 2,972 December 30, 2023 December 31, 2022 DISCONTINUED OPERATING ACTIVITIES: Net income from discontinued operations 9,283 2,972 Depreciation and amortization 96 555 Amortization of debt issuance costs 11 31 Loss on litigation settlement — 1,009 Amortization of right-of-use assets 52 55 Gain on sale of ARCA, net of cash (12,248) — Gain on sale of GeoTraq — (9,428) Changes in assets and liabilities: Accounts receivable 2,932 1,482 Inventories 299 738 Prepaid expenses and other current assets 56 583 Accounts payable and accrued expenses 1,837 (454) Other assets 1 (44) Net cash provided by (used in) operating activities from discontinued operations $ 2,319 $ (2,501) DISCONTINUED INVESTING ACTIVITIES: Purchases of property and equipment (123) (808) Purchase of intangible assets (32) (701) Net cash used in investing activities from discontinued operations $ (155) $ (1,509) DISCONTINUED FINANCING ACTIVITIES: Proceeds from note payable 5,162 17,545 Payments on related party note (38) (162) Payments on notes payable (7,336) (13,390) Net cash used in (provided by) financing activities from discontinued operations $ (2,212) $ 3,993 Effect of changes in exchange rate on cash and cash equivalents (5) (4) DECREASE IN CASH AND CASH EQUIVALENTS (53) (21) CASH AND CASH EQUIVALENTS, beginning of period 53 74 CASH AND CASH EQUIVALENTS, end of period $ — $ 53 |
GeoTraq (Tables)
GeoTraq (Tables) | 12 Months Ended |
Dec. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following table details the final calculation of the gain on sale of the Recycling Subsidiaries, as shown on the income statement (in $000’s): Total minimum consideration $ 6,023 Payment from buyer 3 Net consideration $ 6,026 Accounts payable 5,323 Accrued liabilities 1,857 Accrued liabilities - California state sales tax 6,320 Lease liabilities 5,285 Debt 2,139 Accumulated other comprehensive loss (604) Total disposal of liabilities 20,320 Total consideration 26,346 Cash 145 Accounts receivable 4,884 Inventory 67 Property, plant and equipment 2,767 Intangible assets 732 Right-of-use assets 5,075 Other assets 574 Total disposal of assets 14,244 Total gain on sale $ 12,102 The following table illustrates the calculation of the gain on sale of GeoTraq, including the charges to income referenced above, as shown on the income statement (in $000’s): Purchase price $ 13,500 Discount on note receivable (4,013) Premium on shares received 46 Derecognition of GeoTraq inventory (105) Gain on sale $ 9,428 December 31, 2022 Assets from discontinued operations Cash and cash equivalents $ 53 Trade and other receivables, net 7,816 Inventories 366 Prepaid expenses and other current assets 377 Total current assets from discontinued operations 8,612 Property and equipment, net 1 2,705 Right of use asset - operating leases 5,290 Intangible assets, net 2 735 Deposits and other assets 249 Total other assets from discontinued operations 8,979 Total assets from discontinued operations $ 17,591 Liabilities from discontinued operations Accounts payable $ 4,423 Accrued liabilities - other 3 3,278 Accrued liability - California sales taxes 4 6,264 Lease obligation short-term - operating leases 1,631 Short-term debt 5 4,172 Current portion of note payable 381 Related party note 233 Total current liabilities from discontinued operations 20,382 Lease obligation long-term - operating leases 3,816 Notes payable - long-term portion 6 1,339 Long-term portion related party note payable 7 605 Total noncurrent liabilities from discontinued operations 5,760 Total liabilities from discontinued operations $ 26,142 1 The Company’s property and equipment consisted of the following (in $000’s): Useful Life December 31, 2022 Buildings and improvements 3 - 30 $ 69 Equipment 3 - 15 2,556 Projects under construction 1,447 Property and equipment 4,072 Less accumulated depreciation (1,367) Total property and equipment, net, from discontinued operations $ 2,705 2 The Company’s intangible assets consisted of the following (in $000’s): December 31, Patent and domains $ 19 Computer software 1,682 Intangible assets 1,701 Less accumulated amortization (966) Total intangible assets $ 735 3 The Company’s accrued liabilities consisted of the following (in $000’s): December 31, Compensation and benefits $ 685 Contract liability 290 Accrued incentive and rebate checks 2,037 Accrued taxes 219 Other 47 Total accrued expenses $ 3,278 4 The Company’s accrual relating to the California sales tax assessment consisted of the following (in $000’s): December 31, Accrued liability - CA sales tax assessment $ 4,132 Accrued liability - interest on CA sales tax assessment 2,132 Total $ 6,264 5 The Company’s short-term debt consisted of the following (in $000’s): December 31, Gulf Coast Bank and Trust Company $ 4,206 Gulf Coast Bank and Trust Company loan origination fees $ (34) Total $ 4,172 6 The Company’s long-term debt consisted of the following (in $000’s): December 31, KLC Financial $ 1,781 KLC Financial loan origination fees (61) Total 1,720 Less current portion (381) Total $ 1,339 The Company’s related party debt consisted of the following (in $000’s): December 31, Isaac Capital Group LLC $ 838 Total 838 Less current portion (233) Total $ 605 December 30, 2023 December 31, 2022 Revenues $ 3,795 $ 39,611 Cost of revenues 3,992 31,992 Gross profit (197) 7,619 Operating expenses from discontinued operations: Selling, general and administrative expenses 1,467 8,652 Gain on sale of ARCA (12,102) — Gain on sale of GeoTraq — (9,428) Total operating expenses from discontinued operations (10,635) (776) Operating income from discontinued operations 10,438 8,395 Other expense from discontinued operations Interest expense, net (181) (957) Loss on litigation settlement — (1,008) Other expense, net (3) (1,349) Total other expense, net (184) (3,314) Income before provision for income taxes from discontinued operations 10,254 5,081 Income tax provision 971 2,109 Net income from discontinued operations $ 9,283 $ 2,972 December 30, 2023 December 31, 2022 DISCONTINUED OPERATING ACTIVITIES: Net income from discontinued operations 9,283 2,972 Depreciation and amortization 96 555 Amortization of debt issuance costs 11 31 Loss on litigation settlement — 1,009 Amortization of right-of-use assets 52 55 Gain on sale of ARCA, net of cash (12,248) — Gain on sale of GeoTraq — (9,428) Changes in assets and liabilities: Accounts receivable 2,932 1,482 Inventories 299 738 Prepaid expenses and other current assets 56 583 Accounts payable and accrued expenses 1,837 (454) Other assets 1 (44) Net cash provided by (used in) operating activities from discontinued operations $ 2,319 $ (2,501) DISCONTINUED INVESTING ACTIVITIES: Purchases of property and equipment (123) (808) Purchase of intangible assets (32) (701) Net cash used in investing activities from discontinued operations $ (155) $ (1,509) DISCONTINUED FINANCING ACTIVITIES: Proceeds from note payable 5,162 17,545 Payments on related party note (38) (162) Payments on notes payable (7,336) (13,390) Net cash used in (provided by) financing activities from discontinued operations $ (2,212) $ 3,993 Effect of changes in exchange rate on cash and cash equivalents (5) (4) DECREASE IN CASH AND CASH EQUIVALENTS (53) (21) CASH AND CASH EQUIVALENTS, beginning of period 53 74 CASH AND CASH EQUIVALENTS, end of period $ — $ 53 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following table details the final calculation of the gain on sale of the Recycling Subsidiaries, as shown on the income statement (in $000’s): Total minimum consideration $ 6,023 Payment from buyer 3 Net consideration $ 6,026 Accounts payable 5,323 Accrued liabilities 1,857 Accrued liabilities - California state sales tax 6,320 Lease liabilities 5,285 Debt 2,139 Accumulated other comprehensive loss (604) Total disposal of liabilities 20,320 Total consideration 26,346 Cash 145 Accounts receivable 4,884 Inventory 67 Property, plant and equipment 2,767 Intangible assets 732 Right-of-use assets 5,075 Other assets 574 Total disposal of assets 14,244 Total gain on sale $ 12,102 The following table illustrates the calculation of the gain on sale of GeoTraq, including the charges to income referenced above, as shown on the income statement (in $000’s): Purchase price $ 13,500 Discount on note receivable (4,013) Premium on shares received 46 Derecognition of GeoTraq inventory (105) Gain on sale $ 9,428 December 31, 2022 Assets from discontinued operations Cash and cash equivalents $ 53 Trade and other receivables, net 7,816 Inventories 366 Prepaid expenses and other current assets 377 Total current assets from discontinued operations 8,612 Property and equipment, net 1 2,705 Right of use asset - operating leases 5,290 Intangible assets, net 2 735 Deposits and other assets 249 Total other assets from discontinued operations 8,979 Total assets from discontinued operations $ 17,591 Liabilities from discontinued operations Accounts payable $ 4,423 Accrued liabilities - other 3 3,278 Accrued liability - California sales taxes 4 6,264 Lease obligation short-term - operating leases 1,631 Short-term debt 5 4,172 Current portion of note payable 381 Related party note 233 Total current liabilities from discontinued operations 20,382 Lease obligation long-term - operating leases 3,816 Notes payable - long-term portion 6 1,339 Long-term portion related party note payable 7 605 Total noncurrent liabilities from discontinued operations 5,760 Total liabilities from discontinued operations $ 26,142 1 The Company’s property and equipment consisted of the following (in $000’s): Useful Life December 31, 2022 Buildings and improvements 3 - 30 $ 69 Equipment 3 - 15 2,556 Projects under construction 1,447 Property and equipment 4,072 Less accumulated depreciation (1,367) Total property and equipment, net, from discontinued operations $ 2,705 2 The Company’s intangible assets consisted of the following (in $000’s): December 31, Patent and domains $ 19 Computer software 1,682 Intangible assets 1,701 Less accumulated amortization (966) Total intangible assets $ 735 3 The Company’s accrued liabilities consisted of the following (in $000’s): December 31, Compensation and benefits $ 685 Contract liability 290 Accrued incentive and rebate checks 2,037 Accrued taxes 219 Other 47 Total accrued expenses $ 3,278 4 The Company’s accrual relating to the California sales tax assessment consisted of the following (in $000’s): December 31, Accrued liability - CA sales tax assessment $ 4,132 Accrued liability - interest on CA sales tax assessment 2,132 Total $ 6,264 5 The Company’s short-term debt consisted of the following (in $000’s): December 31, Gulf Coast Bank and Trust Company $ 4,206 Gulf Coast Bank and Trust Company loan origination fees $ (34) Total $ 4,172 6 The Company’s long-term debt consisted of the following (in $000’s): December 31, KLC Financial $ 1,781 KLC Financial loan origination fees (61) Total 1,720 Less current portion (381) Total $ 1,339 The Company’s related party debt consisted of the following (in $000’s): December 31, Isaac Capital Group LLC $ 838 Total 838 Less current portion (233) Total $ 605 December 30, 2023 December 31, 2022 Revenues $ 3,795 $ 39,611 Cost of revenues 3,992 31,992 Gross profit (197) 7,619 Operating expenses from discontinued operations: Selling, general and administrative expenses 1,467 8,652 Gain on sale of ARCA (12,102) — Gain on sale of GeoTraq — (9,428) Total operating expenses from discontinued operations (10,635) (776) Operating income from discontinued operations 10,438 8,395 Other expense from discontinued operations Interest expense, net (181) (957) Loss on litigation settlement — (1,008) Other expense, net (3) (1,349) Total other expense, net (184) (3,314) Income before provision for income taxes from discontinued operations 10,254 5,081 Income tax provision 971 2,109 Net income from discontinued operations $ 9,283 $ 2,972 December 30, 2023 December 31, 2022 DISCONTINUED OPERATING ACTIVITIES: Net income from discontinued operations 9,283 2,972 Depreciation and amortization 96 555 Amortization of debt issuance costs 11 31 Loss on litigation settlement — 1,009 Amortization of right-of-use assets 52 55 Gain on sale of ARCA, net of cash (12,248) — Gain on sale of GeoTraq — (9,428) Changes in assets and liabilities: Accounts receivable 2,932 1,482 Inventories 299 738 Prepaid expenses and other current assets 56 583 Accounts payable and accrued expenses 1,837 (454) Other assets 1 (44) Net cash provided by (used in) operating activities from discontinued operations $ 2,319 $ (2,501) DISCONTINUED INVESTING ACTIVITIES: Purchases of property and equipment (123) (808) Purchase of intangible assets (32) (701) Net cash used in investing activities from discontinued operations $ (155) $ (1,509) DISCONTINUED FINANCING ACTIVITIES: Proceeds from note payable 5,162 17,545 Payments on related party note (38) (162) Payments on notes payable (7,336) (13,390) Net cash used in (provided by) financing activities from discontinued operations $ (2,212) $ 3,993 Effect of changes in exchange rate on cash and cash equivalents (5) (4) DECREASE IN CASH AND CASH EQUIVALENTS (53) (21) CASH AND CASH EQUIVALENTS, beginning of period 53 74 CASH AND CASH EQUIVALENTS, end of period $ — $ 53 |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Tables) | 12 Months Ended |
Dec. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaids and Other Current Assets | Prepaids and other current assets consist of the following (in $000’s): December 30, 2023 December 31, 2022 Prepaid insurance $ 3 $ 364 Prepaid other 72 30 Total prepaids and other current assets $ 75 $ 394 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets as of consist of the following (in $000’s): December 30, 2023 December 31, 2022 Soin intangibles $ 19,293 $ 19,293 Patents and domains 4 4 Computer software — 3,563 Total intangible assets 19,297 22,860 Less accumulated amortization (1,451) (3,563) Total intangible assets, net $ 17,846 $ 19,297 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 30, 2023 | |
Marketable Securities [Abstract] | |
Schedule of marketable securities | Marketable securities consist of the following (in $000’s, except shares): Series G Convertible Preferred Shares Common Shares Equivalent Amount Beginning balance, January 1, 2022 — $ — Securities received — 30,000,000 946 Mark-to-market — (631) Beginning balance, December 31, 2022 — 30,000,000 315 Securities received 9,224 922,442,000 $ 897 Mark-to-market — $ (926) Ending balance, December 30, 2023 9,224 952,442,000 $ 286 |
Deposits and Other Assets (Tabl
Deposits and Other Assets (Tables) | 12 Months Ended |
Dec. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Deposits and Other Assets | Deposits and other assets consist of the following (in $000’s): December 30, 2023 December 31, 2022 Deposits and other assets $ 9 $ 18 Total deposits and other assets $ 9 $ 18 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities of continuing consist of the following (in $000’s): December 30, 2023 December 31, 2022 Compensation and benefits $ 37 $ 81 Accrued guarantees 3,049 130 Accrued taxes 102 5 Accrued litigation/legal 397 510 Other 48 280 Total accrued liabilities $ 3,633 $ 1,006 |
Short-term debt (Tables)
Short-term debt (Tables) | 12 Months Ended |
Dec. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt and Other Financing Obligations | Long-term debt and other financing obligations consist of the following (in $000’s): December 30, 2023 December 31, 2022 AFCO Finance $ — $ 274 Total short-term debt $ — $ 274 |
Series S Convertible Preferre_2
Series S Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Series S Convertible Preferred Stock outstanding | As of December 30, 2023 and December 31, 2022, there were 100,000 of Series S Convertible Preferred Stock outstanding, as reflected in the following (dollars in $000’s). Series S Preferred Stock Shares Amount Balance, January 1, 2022 — $ — Series S preferred issued 100,000 14,510 Balance, December 31, 2022 100000 14,510 Balance, December 30, 2023 100,000 $ 14,510 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Summary of Stock Options Activity | The following table summarizes stock option activity for the fiscal years ended December 30, 2023, and December 31, 2022 (Aggregate Intrinsic Value in $000’s): Options Weighted Aggregate Weighted Outstanding at January 1, 2022 117,500 $ 7.16 $ 21 7.0 Cancelled/expired (7,500) Outstanding at December 31, 2022 110,000 6.27 — 6.5 Granted 10,000 1.53 Cancelled/expired (6,000) — Outstanding at December 30, 2023 114,000 $ 5.68 $ — 6.1 Exercisable at December 30, 2023 114,000 $ 5.68 $ — 6.1 |
Schedule of Exercise Price for Stock Options Outstanding and Exercisable Outstanding | The exercise price for stock options outstanding and exercisable outstanding at December 30, 2023 is as follows: Outstanding Exercisable Number of Options Exercise Price ($) Number of Options Exercise Price ($) 6,000 $17.35 to $23.45 6,000 $17.35 to $23.45 — $11.10 to $15.00 — $11.10 to $15.00 42,000 $5.70 to $9.90 42,000 $5.70 to $9.90 66,000 $3.54 to $5.25 66,000 $3.54 to $5.25 114,000 114,000 |
Summary of Information About Non-vested Shares Outstanding | The following table summarizes information about the Company’s non-vested shares outstanding as of December 30, 2023 and December 31, 2022: Non-vested Shares Number of Non-vested at January 1, 2022 7,500 Vested (7,500) Non-vested at December 31, 2022 — Granted 10,000 Vested (10,000) Non-vested at December 30, 2023 — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Benefit of Income Taxes | For fiscal years ended December 30, 2023, and December 31, 2022, the Company recorded an income tax benefit from continuing operations of approximately $429,000 and an income tax benefit of $6.6 million, respectively, and an income tax provision from discontinued operations of approximately $971,000 and $2.1 million, respectively, which consisted of the following (in $000’s): Fiscal Years Ended December 30, 2023 December 31, 2022 Current tax expense: State $ — $ 32 Federal 97 45 Current tax expense 97 77 Deferred tax provision (benefit) - domestic 445 (4,589) Total provision (benefit) of income taxes $ 542 $ (4,512) |
Schedule of Reconciliation of Our Benefit of Income Taxes with the Federal Statutory Tax Rate | A reconciliation of the Company's income tax benefit (provision) with the federal statutory tax rate for the fiscal years ended December 30, 2023, and December 31, 2022, respectively, is shown below: Fiscal Years Ended December 30, 2023 December 31, 2022 U.S. statutory rate 21.0 % 21.0 % Federal income tax for installment sale — % 0.6 % State tax rate 1.5 % 5.5 % Foreign rate differential 0.5 % -0.2 % Permanent differences -0.1 % 0.4 % Change in tax rates — % 2.8 % Impact of sale of ARCA Recycling and Canada -4.4 % — % Change in valuation allowance -25.7 % -96.4 % Other -0.1 % 0.4 % -7.3 % -65.9 % |
Schedule of Loss Before Benefit of Income Taxes | Income (loss) before provision of income taxes was derived from the following sources for fiscal years December 30, 2023 and December 31, 2022, respectively, as shown below (in $000’s): Fiscal Years Ended December 30, 2023 December 31, 2022 United States $ (6,613) $ 6,717 Canada (657) (237) Total $ (7,270) $ 6,480 |
Schedule of Deferred Tax Assets and Liabilities | The components of net deferred tax assets (liabilities) as of December 30, 2023 and December 31, 2022, respectively, are as follows (in $000’s): December 30, 2023 December 31, 2022 Deferred tax assets (liabilities): Accrued expenses 7 1,723 Accrued compensation 3 82 Section 174 expenses 61 92 Prepaid expenses (16) (184) Net operating loss 5,360 5,494 Lease liability — 39 Tax credits 3 3 Share-based compensation 136 171 Intangibles (3,747) (4,782) Property and equipment — (483) Installment sale — (2,114) Unrealized losses 327 305 Section 163(j) interest — 363 2,134 709 Less: valuation allowance (2,773) (904) Net deferred tax assets (liabilities) $ (639) $ (195) |
Earnings (Loss) per share (Tabl
Earnings (Loss) per share (Tables) | 12 Months Ended |
Dec. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss per Share | The following table presents the computation of basic and diluted net loss per share (in $000’s, except per share data): For the Years Ended December 30, 2023 December 31, 2022 Continuing Operations Basic and diluted Net (loss) income from continuing operations $ (17,095) $ 8,020 Weighted average common shares outstanding 4,005,334 3,150,230 Basic and diluted (loss) income per share from continuing operations $ (4.27) $ 2.55 Discontinued Operations Basic Net income from discontinued operations $ 9,283 $ 2,972 Weighted average common shares outstanding 4,005,334 3,150,230 Basic income per share from discontinued operations $ 2.32 $ 0.94 Diluted Net income from discontinued operations $ 9,283 $ 2,972 Weighted average common shares outstanding 4,444,361 3,150,230 Diluted income per share from discontinued operations $ 2.09 $ 0.94 Total Basic and diluted Net (loss) income $ (7,812) $ 10,992 Weighted average common shares outstanding 4,005,334 3,150,230 Basic and diluted (loss) income per share $ (1.95) $ 3.49 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following tables present our segment information (in $000’s): For the Years Ended December 30, 2023 December 31, 2022 Revenues Biotechnology $ — $ — Discontinued operations 3,795 39,611 Total Revenues $ 3,795 $ 39,611 Gross profit Biotechnology $ — $ — Discontinued operations (197) 7,619 Total Gross profit $ (197) $ 7,619 Operating income Biotechnology $ (19,846) $ (3,149) Discontinued operations 10,438 8,395 Total Operating income $ (9,408) $ 5,246 Depreciation and amortization Biotechnology $ 1,452 $ 2 Discontinued operations 96 555 Total Depreciation and amortization $ 1,548 $ 557 Interest income (expense), net Biotechnology $ 2,250 $ 468 Discontinued operations (181) (957) Total Interest income (expense), net $ 2,069 $ (489) Net income after provision for income taxes Biotechnology $ (17,095) $ 8,020 Discontinued operations 9,283 2,972 Total Net income after provision for income taxes $ (7,812) $ 10,992 As of As of Assets Biotechnology $ 18,487 $ 29,165 Discontinue operations — 17,591 Total Assets $ 18,487 $ 46,756 Intangible Assets Biotechnology $ 17,846 $ 19,297 Discontinued operations — 735 Total Intangible Assets $ 17,846 $ 20,032 |
Background and Basis of Prese_2
Background and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
May 24, 2022 USD ($) $ / shares shares | Dec. 30, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of operating segments | segment | 3 | ||
Potential market exclusivity period | 7 years | ||
Net (loss) income from continuing operations | $ (17,095) | $ 8,020 | |
Current assets | 346 | 9,173 | |
Current liabilities | 5,905 | $ 23,938 | |
Working capital | 5,200 | ||
Cash used in operating activities | $ 855 | ||
SPYR Technologies Inc. | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Term of notes receivable | 5 years | ||
Asset Purchase Agreement | SPYR Technologies Inc. | GeoTraq Inc. | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Agreed prepayment amount | $ 13,500 | ||
Sale of stock, number of shares issued in transaction (in shares) | shares | 30,000,000 | ||
Sale of stock, price per share (in usd per share) | $ / shares | $ 0.03 | ||
Term of notes receivable | 5 years | ||
Note receivable face amount | $ 12,600 | ||
Note receivable interest rate | 8% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | ||
Dec. 30, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 28, 2022 patent | |
Property Plant And Equipment [Line Items] | |||
Allowance for doubtful accounts | $ 0 | $ 0 | |
Number of reportable segments | segment | 3 | ||
Technology Intangibles | |||
Property Plant And Equipment [Line Items] | |||
Estimated useful life of intangible assets | 7 years | ||
Soin intangibles | |||
Property Plant And Equipment [Line Items] | |||
Number of pending patents | patent | 3 | ||
Estimated useful life of intangible assets | 10 years | ||
Minimum | Domain Name and Marketing | |||
Property Plant And Equipment [Line Items] | |||
Estimated useful life of intangible assets | 3 years | ||
Minimum | Software | |||
Property Plant And Equipment [Line Items] | |||
Estimated useful life of intangible assets | 3 years | ||
Minimum | Customer Relationships | |||
Property Plant And Equipment [Line Items] | |||
Estimated useful life of intangible assets | 7 years | ||
Maximum | |||
Property Plant And Equipment [Line Items] | |||
Federal deposit insurance corporation insured per institution | $ 250,000 | ||
Maximum | Domain Name and Marketing | |||
Property Plant And Equipment [Line Items] | |||
Estimated useful life of intangible assets | 20 years | ||
Maximum | Software | |||
Property Plant And Equipment [Line Items] | |||
Estimated useful life of intangible assets | 5 years | ||
Maximum | Customer Relationships | |||
Property Plant And Equipment [Line Items] | |||
Estimated useful life of intangible assets | 15 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Trade and Other Receivables (Details) - USD ($) $ in Thousands | Dec. 30, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade and other receivables, net | $ 266 | $ 106 |
Continuing operations | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other receivables | 266 | 106 |
Continuing and discontinued operation | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade and other receivables, net | $ 266 | $ 106 |
Mergers and Acquisitions (Detai
Mergers and Acquisitions (Details) | Dec. 28, 2022 USD ($) patent $ / shares shares | Dec. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Feb. 28, 2022 |
Business Acquisition [Line Items] | ||||
Deferred tax liabilities | $ 639,000 | $ 195,000 | ||
Soin intangibles | ||||
Business Acquisition [Line Items] | ||||
Number of pending patents | patent | 3 | |||
Estimated useful life of intangible assets | 10 years | |||
Dr. Soin | Related Party | ||||
Business Acquisition [Line Items] | ||||
Common stock, shares outstanding, percentage | 4.99% | |||
Series S | ||||
Business Acquisition [Line Items] | ||||
Fair value of stock issued connection with merger | $ 14,500,000 | |||
Estimated useful life of intangible assets | 10 years | |||
Deferred tax liabilities | 4,800,000 | |||
Intangible assets | $ 19,300,000 | $ 17,800,000 | ||
Series S | Stock Conversion 1 | Dr. Soin | Related Party | ||||
Business Acquisition [Line Items] | ||||
Conversion of stock, commencement period | 1 year | |||
Series S | Stock Conversion 3 | Dr. Soin | Related Party | ||||
Business Acquisition [Line Items] | ||||
Conversion of stock, period after closing | 10 years | |||
Soin Therapeutics LLC | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 0 | |||
Soin Therapeutics LLC | Series S | Stock Conversion 1 | ||||
Business Acquisition [Line Items] | ||||
Conversion of stock, amount converted | 3,000,000 | |||
Soin Therapeutics LLC | Series S | Stock Conversion 2 | ||||
Business Acquisition [Line Items] | ||||
Conversion of stock, amount converted | 10,000,000 | |||
Soin Therapeutics LLC | Series S | Stock Conversion 3 | ||||
Business Acquisition [Line Items] | ||||
Conversion of stock, amount converted | $ 17,000,000 | |||
Soin Therapeutics LLC | STI Merger Sub, Inc. | ||||
Business Acquisition [Line Items] | ||||
Common stock, shares outstanding, percentage | 4.99% | |||
Soin Therapeutics LLC | STI Merger Sub, Inc. | Series S | ||||
Business Acquisition [Line Items] | ||||
Preferred stock, shares authorized (in shares) | shares | 200,000 | |||
Convertible preferred stock, par value (in usd per share) | $ / shares | $ 300 | |||
Stock issued during period, shares, acquisition (in shares) | shares | 100,000 | |||
Stock issued during period, value, acquisition | $ 13,000,000 | |||
Stock issued during period, additional value, acquisitions | 17,000,000 | |||
Business acquisition, shares issued, fair value | $ 30,000,000 |
Sale of Recycling Subsidiarie_2
Sale of Recycling Subsidiaries - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 09, 2023 | Dec. 30, 2023 | Dec. 30, 2023 | Dec. 31, 2022 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Excess of book value over assets disposed, extensible list | disposition | |||
Write off of VM7 note receivable | $ (5,320) | $ 0 | ||
Gulf Coast Bank and Trust Credit Facility | Financial Guarantee | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Guarantor obligations, current carrying value | $ 1,700 | 1,700 | ||
Sale of Recycling Subsidiaries | ARCA And Subsidiaries | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Reduction in liabilities | $ 17,600 | |||
Aggregate monthly payments from the buyer | $ 24,000 | |||
Aggregate monthly payments from buyer, period (years) | 5 years | |||
Aggregate monthly pre-payments | $ 1,000 | |||
Additional proceeds received for the equity of each subsidiary | 1 | |||
Minimum monthly payments | $ 140 | |||
Aggregate payment period (years) | 15 years | |||
Amount of the reduction percentage (percent) | 50% | |||
Consideration received on transaction | $ 1,600 | |||
Consideration paid at close of transactions | $ 3 | |||
Discount rate percentage (percent) | 20% | |||
Discount recorded as offset to the principal amount | $ 6,000 | |||
Net consideration | 6,000 | |||
Book value in excess of assets disposed of | 9,800 | |||
Write off of VM7 note receivable | 5,300 | |||
Preliminary calculation of gain on sale | $ 15,800 | |||
Sale of Recycling Subsidiaries | ARCA And Subsidiaries | Relevant Month 1 | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Percentage of gross revenue (percent) | 5% | |||
Subsidiary's revenue benchmark | $ 2,000 | |||
Sale of Recycling Subsidiaries | ARCA And Subsidiaries | Relevant Month 2 | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Percentage of gross revenue (percent) | 4% | |||
Sale of Recycling Subsidiaries | ARCA And Subsidiaries | Relevant Month 3 | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Percentage of gross revenue (percent) | 3% | |||
Subsidiary's revenue benchmark | $ 3,000 | |||
Sale of Recycling Subsidiaries | ARCA And Subsidiaries | Minimum | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Minimum monthly payments | 100 | |||
Sale of Recycling Subsidiaries | ARCA And Subsidiaries | Minimum | Relevant Month 2 | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Subsidiary's revenue benchmark | 2,000 | |||
Sale of Recycling Subsidiaries | ARCA And Subsidiaries | Maximum | Relevant Month 2 | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Subsidiary's revenue benchmark | $ 3,000 | |||
Sale of Recycling Subsidiaries | Gulf Coast Bank and Trust Credit Facility | Financial Guarantee | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Guarantor obligations, current carrying value | $ 2,000 | $ 2,000 |
Sale of Recycling Subsidiarie_3
Sale of Recycling Subsidiaries - Schedule of calculation of the gain on sale of ARCA and subsidiaries (Details) - Sale of Recycling Subsidiaries - ARCA And Subsidiaries $ in Thousands | Mar. 09, 2023 USD ($) |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Total minimum consideration | $ 6,023 |
Payment from buyer | 3 |
Net consideration | 6,026 |
Accounts payable | 5,323 |
Accrued liabilities | 1,857 |
Accrued liabilities - California state sales tax | 6,320 |
Lease liabilities | 5,285 |
Debt | 2,139 |
Accumulated other comprehensive loss | (604) |
Total disposal of liabilities | 20,320 |
Total consideration | 26,346 |
Cash | 145 |
Accounts receivable | 4,884 |
Inventory | 67 |
Property, plant and equipment | 2,767 |
Intangible assets | 732 |
Right-of-use assets | 5,075 |
Other assets | 574 |
Total disposal of assets | 14,244 |
Total gain on sale | $ 12,102 |
GeoTraq - Additional Informatio
GeoTraq - Additional Information (Details) - USD ($) | 7 Months Ended | 12 Months Ended | |
May 24, 2022 | Dec. 31, 2022 | Dec. 30, 2023 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Common stock, issued shares (in shares) | 2,827,410 | 4,957,647 | |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | |
Common stock, value | $ 2,000 | $ 3,000 | |
Asset Purchase Agreement | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Common stock, issued shares (in shares) | 30,000,000 | ||
Common stock, par value (in usd per share) | $ 0.032 | ||
Common stock, value | $ 946,000 | ||
Stockholders' equity note, subscriptions receivable | 11,300,000 | ||
Asset Purchase Agreement | Maximum | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Common stock, value | 46,000 | ||
Asset Purchase Agreement | Minimum | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Stockholders' equity note, subscriptions receivable | 1,400,000 | ||
SPYR Technologies Inc. | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Note receivable face amount | 946,000 | ||
Receivable with imputed interest, net amount | 1,350,000 | ||
Charge against income for increase in discount rate | $ 813,000 | $ 0 | |
SPYR Technologies Inc. | Asset Purchase Agreement | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Agreed prepayment amount | $ 13,500,000 | ||
Common stock, issued shares (in shares) | 30,000,000 | ||
Common stock, par value (in usd per share) | $ 0.03 | ||
Term of notes receivable | 5 years | ||
Note receivable face amount | $ 12,600,000 | ||
Note receivable interest rate | 8% | ||
Note receivable maturity date | May 24, 2027 | ||
Inventory transferred part of the sale, derecognized | $ 105,000 | ||
Note receivable discount rate | 10.50% | ||
Note receivable revised discount rate | 14.50% | ||
Charge against income for increase in discount rate | $ 1,850,000 |
GeoTraq - Schedule of Gain on S
GeoTraq - Schedule of Gain on Sale of GeoTraq (Details) $ in Thousands | 12 Months Ended |
Dec. 30, 2023 USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Purchase price | $ 13,500 |
Discount on note receivable | (4,013) |
Premium on shares received | 46 |
Derecognition of GeoTraq inventory | (105) |
Gain on sale | $ 9,428 |
Discontinued Operations - Sched
Discontinued Operations - Schedule Discontinued Amount Included in Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 30, 2023 | Dec. 31, 2022 |
Assets from discontinued operations | ||
Total current assets from discontinued operations | $ 0 | $ 8,612 |
Liabilities from discontinued operations | ||
Total current liabilities from discontinued operations | 0 | 20,382 |
Total noncurrent liabilities from discontinued operations | $ 0 | 5,760 |
Discontinued operations | ARCA And Subsidiaries | Recycling Segment and Technology Segment | ||
Assets from discontinued operations | ||
Cash and cash equivalents | 53 | |
Trade and other receivables, net | 7,816 | |
Inventories | 366 | |
Prepaid expenses and other current assets | 377 | |
Total current assets from discontinued operations | 8,612 | |
Property and equipment, net | 2,705 | |
Right of use asset - operating leases | 5,290 | |
Intangible assets, net | 735 | |
Deposits and other assets | 249 | |
Total other assets from discontinued operations | 8,979 | |
Total assets from discontinued operations | 17,591 | |
Liabilities from discontinued operations | ||
Accounts payable | 4,423 | |
Accrued liabilities - other | 3,278 | |
Accrued liability - California sales taxes | 6,264 | |
Lease obligation short-term - operating leases | 1,631 | |
Short-term debt | 4,172 | |
Current portion of note payable | 381 | |
Related party note | 233 | |
Total current liabilities from discontinued operations | 20,382 | |
Lease obligation long-term - operating leases | 3,816 | |
Notes payable - long term portion | 1,339 | |
Long-term portion related party note payable | 605 | |
Total noncurrent liabilities from discontinued operations | 5,760 | |
Total liabilities from discontinued operations | $ 26,142 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Property and Equipment (Details) - Discontinued operations - ARCA And Subsidiaries - Recycling Segment and Technology Segment $ in Thousands | Dec. 31, 2022 USD ($) |
Property Plant And Equipment [Line Items] | |
Property and equipment | $ 4,072 |
Less accumulated depreciation | (1,367) |
Total property and equipment, net, from discontinued operations | 2,705 |
Buildings and improvements | |
Property Plant And Equipment [Line Items] | |
Property and equipment | $ 69 |
Buildings and improvements | Minimum | |
Property Plant And Equipment [Line Items] | |
Useful Life (Years) | 3 years |
Buildings and improvements | Maximum | |
Property Plant And Equipment [Line Items] | |
Useful Life (Years) | 30 years |
Equipment | |
Property Plant And Equipment [Line Items] | |
Property and equipment | $ 2,556 |
Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Useful Life (Years) | 3 years |
Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Useful Life (Years) | 15 years |
Projects under construction | |
Property Plant And Equipment [Line Items] | |
Property and equipment | $ 1,447 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - Discontinued operations - ARCA And Subsidiaries - Recycling Segment and Technology Segment | 12 Months Ended | ||||||
May 24, 2023 USD ($) | Aug. 28, 2019 USD ($) | Dec. 30, 2023 USD ($) state | Dec. 31, 2022 USD ($) | Apr. 30, 2022 USD ($) | Jan. 01, 2022 USD ($) | Apr. 13, 2017 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Depreciation expense | $ 60,000 | $ 326,000 | |||||
Amortization | $ 36,000,000 | 229,000,000 | |||||
Number of states in which Company operated its recycling business | state | 14 | ||||||
Accrued liability - CA sales tax assessment | 4,132,000 | $ 4,100,000 | |||||
Accrued liability - interest on CA sales tax assessment | $ 2,132,000 | $ 500,000 | |||||
ICG Note | Record and beneficial owner | Janone | ICG | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Common stock, shares outstanding, ownership percentage | 13.60% | ||||||
ICG Note | Record and beneficial owner | Note | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Debt face amount | $ 1,000,000 | ||||||
Debt interest rate | 8.75% | ||||||
Installment | $ 24,767 | ||||||
Revolving Credit Facility | ICG Note | Record and beneficial owner | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Availability under revolving credit facility | $ 2,500,000 | ||||||
Credit facility interest rate | 8.75% | ||||||
Percentage of loan fee on each borrowings | 2% | ||||||
Loan amount | $ 1,000,000 |
Discontinued Operations - Sch_3
Discontinued Operations - Schedule of Intangible Assets (Details) - Discontinued operations - ARCA And Subsidiaries - Recycling Segment and Technology Segment $ in Thousands | Dec. 31, 2022 USD ($) |
Finite Lived Intangible Assets [Line Items] | |
Intangible assets | $ 1,701 |
Less accumulated amortization | (966) |
Total intangible assets | 735 |
Patent and domains | |
Finite Lived Intangible Assets [Line Items] | |
Intangible assets | 19 |
Computer software | |
Finite Lived Intangible Assets [Line Items] | |
Intangible assets | $ 1,682 |
Discontinued Operations - Sch_4
Discontinued Operations - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 30, 2023 | Dec. 31, 2022 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Compensation and benefits | $ 37 | $ 81 |
Accrued taxes | $ 102 | 5 |
Discontinued operations | ARCA And Subsidiaries | Recycling Segment and Technology Segment | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Compensation and benefits | 685 | |
Contract liability | 290 | |
Accrued incentive and rebate checks | 2,037 | |
Accrued taxes | 219 | |
Other | 47 | |
Total accrued expenses | $ 3,278 |
Discontinued Operations - Sch_5
Discontinued Operations - Schedule of Accrual Relating to California Sales Tax Assessment (Details) - Discontinued operations - ARCA And Subsidiaries - Recycling Segment and Technology Segment - USD ($) $ in Thousands | Dec. 31, 2022 | Apr. 13, 2017 |
Assets from discontinued operations | ||
Accrued liability - CA sales tax assessment | $ 4,132 | $ 4,100 |
Accrued liability - interest on CA sales tax assessment | 2,132 | $ 500 |
Total | $ 6,264 |
Discontinued Operations - Sch_6
Discontinued Operations - Schedule of Short-term Debt (Details) - Discontinued operations - ARCA And Subsidiaries - Recycling Segment and Technology Segment $ in Thousands | Dec. 31, 2022 USD ($) |
Short Term Debt [Line Items] | |
Short term debt | $ 4,172 |
Gulf Coast Bank and Trust Company | |
Short Term Debt [Line Items] | |
Gulf Coast Bank and Trust Company | 4,206 |
Gulf Coast Bank and Trust Company loan origination fees | $ (34) |
Discontinued Operations - Sch_7
Discontinued Operations - Schedule of Long-term Debt (Details) - Discontinued operations - ARCA And Subsidiaries - Recycling Segment and Technology Segment $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
Total | $ 1,720 |
Less current portion | (381) |
Notes payable - long term portion | 1,339 |
KLC Financial | |
Debt Instrument [Line Items] | |
KLC Financial | 1,781 |
KLC Financial loan origination fees | (61) |
Less current portion | (381) |
Notes payable - long term portion | $ 1,339 |
Discontinued Operations - Sch_8
Discontinued Operations - Schedule of Related Party Debt (Details) - Discontinued operations - ARCA And Subsidiaries - Recycling Segment and Technology Segment $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
Total | $ 1,720 |
Less current portion | (381) |
Notes payable - long term portion | 1,339 |
ICG Note | Related Party | |
Debt Instrument [Line Items] | |
Total | 838 |
Less current portion | (233) |
Notes payable - long term portion | $ 605 |
Discontinued Operations - Sch_9
Discontinued Operations - Schedule of Discontinued Operations in Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 30, 2023 | Dec. 31, 2022 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Gain on sale of ARCA & GeoTraq | $ (10,254) | $ (5,081) |
Discontinued operations | ARCA And Subsidiaries | Recycling Segment and Technology Segment | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Revenues | 3,795 | 39,611 |
Cost of revenues | 3,992 | 31,992 |
Gross profit | (197) | 7,619 |
Selling, general and administrative expenses | 1,467 | 8,652 |
Total operating expenses from discontinued operations | (10,635) | (776) |
Operating income from discontinued operations | 10,438 | 8,395 |
Other expense from discontinued operations | ||
Interest expense, net | (181) | (957) |
Loss on litigation settlement | 0 | (1,008) |
Other expense, net | (3) | (1,349) |
Total other expense, net | (184) | (3,314) |
Income before provision for income taxes from discontinued operations | 10,254 | 5,081 |
Income tax provision | 971 | 2,109 |
Net income from discontinued operations | 9,283 | 2,972 |
Discontinued operations | ARCA | Recycling Segment and Technology Segment | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Gain on sale of ARCA & GeoTraq | (12,102) | 0 |
Discontinued operations | GeoTraq Inc. | Recycling Segment and Technology Segment | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Gain on sale of ARCA & GeoTraq | $ 0 | $ (9,428) |
Discontinued Operations - Sc_10
Discontinued Operations - Schedule of Discontinued Operations in the Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 30, 2023 | Dec. 31, 2022 | |
DISCONTINUED OPERATING ACTIVITIES: | ||
Net income from discontinued operations | $ 9,283 | $ 2,972 |
Depreciation and amortization | 1,452 | 2 |
Changes in assets and liabilities: | ||
Accounts receivable | (367) | (5,184) |
Other assets | 8 | 1,328 |
Net cash provided by (used in) operating activities from discontinued operations | 2,319 | (2,501) |
DISCONTINUED INVESTING ACTIVITIES: | ||
Net cash used in investing activities from discontinued operations | (155) | (1,509) |
DISCONTINUED FINANCING ACTIVITIES: | ||
Payments on notes payable | 274 | 14 |
Net cash used in (provided by) financing activities from discontinued operations | (2,212) | 3,993 |
Effect of changes in exchange rate on cash and cash equivalents | 17 | (4) |
DECREASE IN CASH AND CASH EQUIVALENTS | (110) | (591) |
CASH AND CASH EQUIVALENTS, beginning of period | 115 | 705 |
CASH AND CASH EQUIVALENTS OF CONTINUING OPERATIONS, end of period | 115 | |
Discontinued operations | ARCA And Subsidiaries | Recycling Segment and Technology Segment | ||
DISCONTINUED OPERATING ACTIVITIES: | ||
Net income from discontinued operations | 9,283 | 2,972 |
Depreciation and amortization | 96 | 555 |
Amortization of debt issuance costs | 11 | 31 |
Loss on litigation settlement | 0 | 1,009 |
Amortization of right-of-use assets | 52 | 55 |
Gain on sale of ARCA, net of cash | (12,248) | 0 |
Gain on sale of GeoTraq | 0 | (9,428) |
Changes in assets and liabilities: | ||
Accounts receivable | 2,932 | 1,482 |
Inventories | 299 | 738 |
Prepaid expenses and other current assets | 56 | 583 |
Accounts payable and accrued expenses | 1,837 | (454) |
Other assets | 1 | (44) |
Net cash provided by (used in) operating activities from discontinued operations | 2,319 | (2,501) |
DISCONTINUED INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (123) | (808) |
Purchase of intangible assets | (32) | (701) |
Net cash used in investing activities from discontinued operations | (155) | (1,509) |
DISCONTINUED FINANCING ACTIVITIES: | ||
Proceeds from note payable | 5,162 | 17,545 |
Payments on related party note | (38) | (162) |
Payments on notes payable | 7,336 | 13,390 |
Net cash used in (provided by) financing activities from discontinued operations | (2,212) | 3,993 |
Effect of changes in exchange rate on cash and cash equivalents | (5) | (4) |
DECREASE IN CASH AND CASH EQUIVALENTS | (53) | (21) |
CASH AND CASH EQUIVALENTS, beginning of period | 53 | 74 |
CASH AND CASH EQUIVALENTS OF CONTINUING OPERATIONS, end of period | $ 0 | $ 53 |
Prepaids and Other Current As_3
Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 3 | $ 364 |
Prepaid other | 72 | 30 |
Total prepaids and other current assets | $ 75 | $ 394 |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Mar. 09, 2023 | May 24, 2022 | Dec. 30, 2023 | Jul. 02, 2022 | Jul. 02, 2022 | Dec. 30, 2023 | Dec. 31, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Discount charges | $ 1,850,000 | $ 1,850,000 | |||||
Additional amount charge aganist income | $ 813,000 | ||||||
Impairment charge related to note receivable | $ 9,780,000 | 0 | |||||
Note receivable - SPYR, net | $ 0 | $ 0 | $ 8,974,000 | ||||
Carrying value of disposition transaction | 5,300,000 | ||||||
SPYR Technologies Inc. | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Term of notes receivable | 5 years | ||||||
Common stock equivalents received (in shares) | 922,442 | 30,000 | |||||
Accrued receivables | 254,000 | $ 254,000 | |||||
VM7 Corporation | Stock Purchase Agreement | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Interest income | 720,000 | ||||||
Disposition transaction consider amount | $ 1,600,000 | ||||||
Disposition transaction term period | 15 years | ||||||
Disposition transaction aggregate cost | $ 24,000,000 | ||||||
Cash paid for close | $ 3,000 | ||||||
Disposition discount rate (percent) | 20% | ||||||
Receivable with imputed interest, net amount | $ 6,000,000 | ||||||
Revised discount amount | $ 18,000,000 | ||||||
GeoTraq Inc. | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Note receivable face amount | $ 12,600,000 | ||||||
Note receivable interest rate | 8% | ||||||
Promissory note | 11,300,000 | ||||||
Offset to the principal amount | 1,300,000 | $ 1,300,000 | |||||
Original issuance discount rate percentage | 10.50% | ||||||
Debt revised discount rate | 14.50% | ||||||
Interest income | $ 806,000 | $ 387,000 | |||||
Note receivable - SPYR, net | $ 0 | $ 0 | $ 9,000,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 30, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Total intangible assets, net | $ 17,846 | $ 20,032 |
Continuing operations | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 19,297 | 22,860 |
Less accumulated amortization | (1,451) | (3,563) |
Total intangible assets, net | 17,846 | 19,297 |
Continuing operations | Soin intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 19,293 | 19,293 |
Continuing operations | Patents and domains | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 4 | 4 |
Continuing operations | Computer software | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 0 | $ 3,563 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 28, 2022 patent | |
Finite Lived Intangible Assets [Line Items] | |||
Intangible amortization expense | $ | $ 1.5 | $ 0 | |
Soin intangibles | |||
Finite Lived Intangible Assets [Line Items] | |||
Number of pending patents | patent | 3 | ||
Estimated useful life of intangible assets | 10 years |
Marketable Securities - Schedul
Marketable Securities - Schedule of Marketable Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 30, 2023 | Dec. 31, 2022 | |
Marketable Securities, Value [Roll Forward] | ||
Beginning balance | $ 315 | $ 0 |
Securities received | 897 | 946 |
Unrealized loss on marketable securities | (926) | (631) |
Ending balance | $ 286 | $ 315 |
Series G Convertible Preferred Stock | ||
Marketable Securities, Shares [Roll Forward] | ||
Beginning balance (in shares) | 0 | |
Securities received (in shares) | 9,224 | 0 |
Ending balance (in shares) | 9,224 | 0 |
Common Share Equivalent | ||
Marketable Securities, Shares [Roll Forward] | ||
Beginning balance (in shares) | 30,000,000 | 0 |
Securities received (in shares) | 922,442,000 | 30,000,000 |
Ending balance (in shares) | 952,442,000 | 30,000,000 |
Marketable Securities (Addition
Marketable Securities (Additional Information) (Details) $ in Thousands | 12 Months Ended | |
Dec. 30, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | |
Class of Stock [Line Items] | ||
Unrealized loss on marketable securities | $ | $ 926 | $ 631 |
SPYR Technologies Inc. | ||
Class of Stock [Line Items] | ||
Securities received (in shares) | 30,000,000 | |
Series G Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred stock, conversion ratio | 0.00001 | |
Securities received (in shares) | 9,224 | 0 |
Common Share Equivalent | ||
Class of Stock [Line Items] | ||
Securities received (in shares) | 922,442,000 | 30,000,000 |
Shares issuable upon conversion (in shares) | 922,400,000 |
Deposits and Other Assets - Sch
Deposits and Other Assets - Schedule of Deposits and Other Assets (Details) - USD ($) $ in Thousands | Dec. 30, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Deposits and other assets | $ 9 | $ 18 |
Continuing and discontinued operation | ||
Segment Reporting Information [Line Items] | ||
Deposits and other assets | $ 9 | $ 18 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Compensation and benefits | $ 37 | $ 81 |
Accrued guarantees | 3,049 | 130 |
Accrued taxes | 102 | 5 |
Accrued litigation/legal | 397 | 510 |
Other | 48 | 280 |
Total accrued liabilities | $ 3,633 | $ 1,006 |
Short-term debt - Summary of Lo
Short-term debt - Summary of Long Term Debt and Other Financing Obligations (Details) - USD ($) $ in Thousands | Dec. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total short-term debt | $ 0 | $ 274 |
Financing Arrangement | AFCO Credit Corporation Financing Agreement | ||
Debt Instrument [Line Items] | ||
Total short-term debt | $ 0 | $ 274 |
Short-term debt - Additional In
Short-term debt - Additional Information (Details) - AFCO Finance - AFCO Credit Corporation Financing Agreement - Financing Arrangement - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |||
Jul. 21, 2022 | Apr. 01, 2023 | Dec. 30, 2023 | Dec. 31, 2022 | Jul. 31, 2022 | |
Debt Instrument [Line Items] | |||||
Debt face amount | $ 516 | ||||
Debt interest rate | 6% | ||||
Initial down payment | $ 129 | ||||
Long-term debt | $ 0 | $ 274 | |||
Financing agreements entered into | $ 0 | ||||
Minimum | |||||
Debt Instrument [Line Items] | |||||
Monthly principal payments | $ 59 | ||||
Maximum | |||||
Debt Instrument [Line Items] | |||||
Monthly principal payments | $ 69 |
Series A-1 Convertible Prefer_2
Series A-1 Convertible Preferred Stock (Details) $ in Thousands | 12 Months Ended | ||
Aug. 18, 2017 USD ($) shares | Dec. 30, 2023 shares | Dec. 31, 2022 shares | |
Series A1 Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, conversion ratio | 20 | ||
Number of preferred converted to common stock (in shares) | 27,353 | 16,141 | |
Number of shares issued upon exchange of convertible preferred stock (in shares) | 547,069 | 322,820 | |
Convertible preferred stock, forfeited (in shares) | 1,505 | ||
Convertible preferred stock, outstanding shares (in shares) | 193,730 | 222,588 | |
GeoTraq Inc. | |||
Class of Stock [Line Items] | |||
Business acquisition, shares issued, fair value | $ | $ 200 | ||
Company tendered, shares (in shares) | 288,588 | ||
Term of unsecured notes entered into | 1 year | ||
Aggregate principal amount | $ | $ 800 | ||
GeoTraq Inc. | Series A Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Business acquisition, shares issued, fair value | $ | 12,300 | ||
Beneficial conversion feature | $ | $ 2,600 |
Series S Convertible Preferre_3
Series S Convertible Preferred Stock - Additional Information (Details) $ in Millions | Dec. 28, 2022 USD ($) shares | Dec. 30, 2023 vote shares | Dec. 31, 2022 shares | Jan. 01, 2022 shares |
Dr. Soin | Related Party | ||||
Class of Stock [Line Items] | ||||
Common stock, shares outstanding, percentage | 4.99% | |||
Stock Conversion 3 | Dr. Soin | Related Party | ||||
Class of Stock [Line Items] | ||||
Percentage of gross revenue | 5% | |||
Series S | ||||
Class of Stock [Line Items] | ||||
Preferred stock, conversion ratio | 1 | |||
Convertible preferred stock, shares outstanding (in shares) | shares | 100,000 | 100,000 | 0 | |
Convertible preferred stock, voting rights | vote | 1 | |||
Series S | Soin Therapeutics LLC | ||||
Class of Stock [Line Items] | ||||
Potential value | $ 30 | |||
Company tendered, shares (in shares) | shares | 100,000 | |||
Series S | Stock Conversion 1 | Dr. Soin | Related Party | ||||
Class of Stock [Line Items] | ||||
Conversion of stock, amount converted | $ 3 | |||
Conversion of stock, commencement period | 1 year | |||
Series S | Stock Conversion 2 | Dr. Soin | Related Party | ||||
Class of Stock [Line Items] | ||||
Conversion of stock, amount converted | $ 10 | |||
Series S | Stock Conversion 3 | Dr. Soin | Related Party | ||||
Class of Stock [Line Items] | ||||
Conversion of stock, amount converted | $ 17 | |||
Conversion of stock, period after closing | 10 years |
Series S Convertible Preferre_4
Series S Convertible Preferred Stock - Summary of Series S Convertible Preferred Stock outstanding (Details) - Series S - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 30, 2023 | |
Preferred Stock Outstanding [Roll Forward] | ||
Beginning balance (in shares) | 0 | |
Beginning balance | $ 0 | |
Series S preferred issued (in shares) | 100,000 | |
Series S preferred issued | $ 14,510 | |
Ending balance (in shares) | 100,000 | |
Ending balance | $ 14,510 | |
Convertible preferred stock, shares outstanding (in shares) | 100,000 | 100,000 |
Convertible preferred stock, shares outstanding | $ 14,510 | $ 14,510 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Aug. 18, 2023 | Mar. 22, 2023 | Dec. 30, 2023 | Dec. 31, 2022 | Aug. 31, 2023 | Jan. 01, 2022 | Nov. 04, 2020 | Nov. 03, 2020 | |
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | ||||||
Common stock, issued shares (in shares) | 4,957,647 | 2,827,410 | ||||||
Common stock, outstanding shares (in shares) | 4,957,647 | 2,827,410 | ||||||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | ||||||
Options outstanding (in shares) | 114,000 | 110,000 | 117,500 | |||||
Stock Options | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based compensation expense | $ 14,000 | $ 5,000 | ||||||
Unrecognized compensation expense, net of estimated forfeitures | $ 0 | |||||||
2016 Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares of common stock reserved for issuance (in shares) | 800,000 | 400,000 | ||||||
Options outstanding (in shares) | 100,000 | 90,000 | ||||||
2011 Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Options outstanding (in shares) | 14,000 | 20,000 | ||||||
Additional awards to be granted after adoption of 2016 plan (in shares) | 0 | |||||||
2023 Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, outstanding shares (in shares) | 908,852 | |||||||
Number of shares of common stock reserved for issuance (in shares) | 2,000,000 | |||||||
Underlying shares granted (in shares) | 908,852 | |||||||
2023 Plan | Restricted Stock Units (RSUs) | ||||||||
Class of Stock [Line Items] | ||||||||
Restricted stock units granted | $ 345 | |||||||
Awards outstanding (in shares) | $ 345 | |||||||
Private Placement | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, par value (in usd per share) | $ 0.001 | |||||||
Sale of stock, number of shares issued in transaction (in shares) | 418,000 | |||||||
Sale of stock, price per share (in usd per share) | $ 0.8811 | |||||||
Warrant excise and granted (in shares) | 899,348 | |||||||
Warrant offering and exercise price (in usd per share) | $ 0.7561 | |||||||
Gross proceeds reimbursement for accountable legal expenses | $ 790 | |||||||
Warrants outstanding (in shares) | 899,348 | |||||||
Private Placement | Pre-Funded Warrants Member | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant excise and granted (in shares) | 481,348 | |||||||
Warrant offering and exercise price (in usd per share) | $ 0.8801 | |||||||
Class of warrant or right, warrants or rights exercised (in shares) | 481,348 | |||||||
Articles of Incorporation | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 200,000,000 | |||||||
Common stock, issued shares (in shares) | 4,957,647 | |||||||
Common stock, outstanding shares (in shares) | 3,150,230 | |||||||
Securities Purchase Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock offering shares | 361,000 | |||||||
Common stock, par value (in usd per share) | $ 0.001 | |||||||
Common stock purchase price (in usd per share) | $ 1.17 | |||||||
Proceeds from sale of common stock | $ 422 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 30, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Options Outstanding | |||
Options outstanding, beginning balance (in shares) | 110,000 | 117,500 | |
Granted (in shares) | 10,000 | ||
Cancelled/expired (in shares) | (6,000) | (7,500) | |
Options outstanding, ending balance (in shares) | 114,000 | 110,000 | 117,500 |
Options outstanding, exercisable (in shares) | 114,000 | ||
Weighted Average Exercise Price | |||
Weighted average exercise price, beginning balance (in usd per share) | $ 6.27 | $ 7.16 | |
Granted (in usd per share) | 1.53 | ||
Cancelled/expired (in usd per share) | 0 | ||
Weighted average exercise price, ending balance (in usd per share) | 5.68 | $ 6.27 | $ 7.16 |
Exercisable (in usd per share) | $ 5.68 | ||
Aggregate Intrinsic Value | |||
Aggregate intrinsic value, options outstanding | $ 0 | $ 0 | $ 21 |
Aggregate intrinsic value, options exercisable | $ 0 | ||
Weighted Average Remaining Contractual Life | 6 years 1 month 6 days | 6 years 6 months | 7 years |
Weighted average remaining contractual life, exercisable | 6 years 1 month 6 days |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Exercise Price for Stock Options Outstanding and Exercisable Outstanding (Details) | 12 Months Ended |
Dec. 30, 2023 $ / shares shares | |
Class of Stock [Line Items] | |
Number of options, outstanding (in shares) | 114,000 |
Number of options, exercisable (in shares) | 114,000 |
$17.35 to $23.45 | |
Class of Stock [Line Items] | |
Number of options, outstanding (in shares) | 6,000 |
Number of options, exercisable (in shares) | 6,000 |
Exercise price, lower range limit (in usd per share) | $ / shares | $ 17.35 |
Exercise price, upper range limit (in usd per share) | $ / shares | $ 23.45 |
$11.10 to $15.00 | |
Class of Stock [Line Items] | |
Number of options, outstanding (in shares) | 0 |
Number of options, exercisable (in shares) | 0 |
Exercise price, lower range limit (in usd per share) | $ / shares | $ 11.10 |
Exercise price, upper range limit (in usd per share) | $ / shares | $ 15 |
$5.70 to $9.90 | |
Class of Stock [Line Items] | |
Number of options, outstanding (in shares) | 42,000 |
Number of options, exercisable (in shares) | 42,000 |
Exercise price, lower range limit (in usd per share) | $ / shares | $ 5.70 |
Exercise price, upper range limit (in usd per share) | $ / shares | $ 9.90 |
$3.54 to $5.25 | |
Class of Stock [Line Items] | |
Number of options, outstanding (in shares) | 66,000 |
Number of options, exercisable (in shares) | 66,000 |
Exercise price, lower range limit (in usd per share) | $ / shares | $ 3.54 |
Exercise price, upper range limit (in usd per share) | $ / shares | $ 5.25 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Information About Non-vested Shares Outstanding (Details) - shares | 12 Months Ended | |
Dec. 30, 2023 | Dec. 31, 2022 | |
Non-vested Shares | ||
Non-vested, beginning balance (in shares) | 0 | 7,500 |
Granted (in shares) | 10,000 | |
Vested (in shares) | (10,000) | (7,500) |
Non-vested, ending balance (in shares) | 0 | 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 30, 2023 | Dec. 31, 2022 | |
Income Tax Contingency [Line Items] | ||
Income tax (benefit) provision | $ (429) | $ (6,621) |
Operating loss carryforwards, valuation allowance | 2,800 | 904 |
Domestic Tax Authority | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 20,900 | |
State and Local Jurisdiction | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 14,800 | |
Continuing operations | ||
Income Tax Contingency [Line Items] | ||
Income tax (benefit) provision | (429) | |
Discontinued operations | ||
Income Tax Contingency [Line Items] | ||
Income tax (benefit) provision | $ 971 | $ 2,100 |
Income Taxes - Schedule of Bene
Income Taxes - Schedule of Benefit of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 30, 2023 | Dec. 31, 2022 | |
Current tax expense: | ||
State | $ 0 | $ 32 |
Federal | 97 | 45 |
Current tax expense | 97 | 77 |
Deferred tax provision (benefit) - domestic | 445 | (4,589) |
Total provision (benefit) of income taxes | $ 542 | $ (4,512) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Our Benefit of Income Taxes with the Federal Statutory Tax Rate (Details) | 12 Months Ended | |
Dec. 30, 2023 | Dec. 31, 2022 | |
Reconciliation of provision for income taxes with federal statutory rate | ||
U.S. statutory rate | 21% | 21% |
Federal income tax for installment sale | 0% | 0.60% |
State tax rate | 1.50% | 5.50% |
Foreign rate differential | 0.50% | (0.20%) |
Permanent differences | (0.10%) | 0.40% |
Change in tax rates | 0% | 2.80% |
Impact of sale of ARCA Recycling and Canada | (4.40%) | 0% |
Change in valuation allowance | (25.70%) | (96.40%) |
Other | (0.10%) | 0.40% |
Effective income tax rate | (7.30%) | (65.90%) |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Benefit of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (6,613) | $ 6,717 |
Canada | (657) | (237) |
Loss before provision of income taxes, Total | $ (7,270) | $ 6,480 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Net Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 30, 2023 | Dec. 31, 2022 |
Deferred tax assets (liabilities): | ||
Accrued expenses | $ 7 | $ 1,723 |
Accrued compensation | 3 | 82 |
Section 174 expenses | 61 | 92 |
Prepaid expenses | (16) | (184) |
Net operating loss | 5,360 | 5,494 |
Lease liability | 0 | 39 |
Tax credits | 3 | 3 |
Share-based compensation | 136 | 171 |
Intangibles | (3,747) | (4,782) |
Property and equipment | 0 | (483) |
Installment sale | 0 | (2,114) |
Unrealized losses | 327 | 305 |
Section 163(j) interest | 0 | 363 |
Total deferred tax assets (liabilities) | 2,134 | 709 |
Less: valuation allowance | (2,773) | (904) |
Net deferred tax assets (liabilities) | $ (639) | $ (195) |
Related Parties (Details)
Related Parties (Details) | 3 Months Ended | 12 Months Ended | |||||
May 24, 2023 USD ($) | Dec. 30, 2023 USD ($) ft² | Dec. 30, 2023 USD ($) ft² | Dec. 31, 2022 USD ($) | Apr. 30, 2022 | Apr. 05, 2022 | Aug. 28, 2019 USD ($) | |
Related Party Transaction [Line Items] | |||||||
Write off of VM7 note receivable | $ (5,320,000) | $ 0 | |||||
ARCA Purchasing Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related parties | $ 692,000 | 692,000 | |||||
Surcharge or broker fee (percent) | 5% | ||||||
Purchase agreement term | 1 year | ||||||
Sale of Recycling Subsidiaries | ARCA And Subsidiaries | |||||||
Related Party Transaction [Line Items] | |||||||
Write off of VM7 note receivable | 5,300,000 | ||||||
Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Accrued rent | 258,000 | 258,000 | |||||
Related Party | ICG Note | |||||||
Related Party Transaction [Line Items] | |||||||
Guarantor obligations, current carrying value | 690,000 | 690,000 | |||||
Due to related parties | $ 706,000 | 706,000 | |||||
Related Party | Live Ventures Incorporated | |||||||
Related Party Transaction [Line Items] | |||||||
Shared expenses with another company | $ 203,000 | 314,000 | |||||
Rented office space (in sqft) | ft² | 9,900 | 9,900 | |||||
Operating lease, expense | $ 103,000 | 215,000 | |||||
Related Party | Live Ventures Incorporated | ARCA Purchasing Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related parties | $ 692,000 | $ 692,000 | $ 624,000 | ||||
Record and beneficial owner | Discontinued operations | ARCA And Subsidiaries | ICG Note | Recycling Segment and Technology Segment | Note | |||||||
Related Party Transaction [Line Items] | |||||||
Debt interest rate | 8.75% | ||||||
Installment | $ 24,767 | ||||||
Record and beneficial owner | Discontinued operations | ARCA And Subsidiaries | ICG Note | Recycling Segment and Technology Segment | Janone | ICG | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding, ownership percentage | 13.60% | ||||||
Record and beneficial owner | Revolving Credit Facility | Discontinued operations | ARCA And Subsidiaries | ICG Note | Recycling Segment and Technology Segment | |||||||
Related Party Transaction [Line Items] | |||||||
Availability under revolving credit facility | $ 2,500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 10 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 30, 2023 shares | Sep. 01, 2023 shares | Jun. 04, 2023 USD ($) | Jun. 01, 2023 shares | Mar. 17, 2023 shares | Oct. 19, 2022 USD ($) | Jun. 01, 2021 USD ($) | Apr. 09, 2021 | Feb. 01, 2021 USD ($) | Feb. 28, 2018 USD ($) | Jan. 25, 2017 USD ($) | Dec. 12, 2022 USD ($) | Dec. 30, 2023 USD ($) traches Quarterly landlord | Dec. 31, 2022 USD ($) | Aug. 02, 2021 officer | Dec. 30, 2017 landlord | |
Offsetting Assets [Line Items] | ||||||||||||||||
Number of executive officers named in complaint | officer | 1 | |||||||||||||||
Number of installments | Quarterly | 10 | |||||||||||||||
Number of landlords originally purported to be covered under Company's guarantee or commitment | landlord | 3 | |||||||||||||||
Number of landlords Company is no longer liable for | landlord | 2 | |||||||||||||||
Common Stock | ||||||||||||||||
Offsetting Assets [Line Items] | ||||||||||||||||
Conversion of stock, shares issued (in shares) | shares | 289,421 | 153,941 | 103,707 | |||||||||||||
Series A1 Convertible Preferred Stock | ||||||||||||||||
Offsetting Assets [Line Items] | ||||||||||||||||
Conversion of stock, shares converted (in shares) | shares | 14,471 | 7,697 | 5,185 | |||||||||||||
Shares returned to the Company for cancellation (in shares) | shares | 1,505 | |||||||||||||||
GeoTraq Inc. | ||||||||||||||||
Offsetting Assets [Line Items] | ||||||||||||||||
Damages sought value | $ 1,950,000 | |||||||||||||||
Payments for legal settlements | $ 170,000 | 250,000 | ||||||||||||||
Percent of prepayment value, tender restrictions (percent) | 50% | |||||||||||||||
Appliance Smart, Inc. | ||||||||||||||||
Offsetting Assets [Line Items] | ||||||||||||||||
Accrued liability | 130,000 | |||||||||||||||
Amount owed by company | 767,000 | |||||||||||||||
Operating leases future minimum payments due1 | 637,000 | |||||||||||||||
SA | ||||||||||||||||
Offsetting Assets [Line Items] | ||||||||||||||||
Damages sought value | $ 460,000 | |||||||||||||||
Damages awarded plus interest and attorney fees | $ 715,000 | $ 614,000 | ||||||||||||||
Attorneys fees | $ 475,000 | |||||||||||||||
Statutory interest, receivable | 422,000 | |||||||||||||||
AMTIM Capital Inc | ||||||||||||||||
Offsetting Assets [Line Items] | ||||||||||||||||
Damages sought value | $ 2,000,000 | |||||||||||||||
Mr. Sullivan | GeoTraq Inc. | Related Party | ||||||||||||||||
Offsetting Assets [Line Items] | ||||||||||||||||
Accrued liability | 0 | $ 510,000 | ||||||||||||||
Alixpartners, LLC | ||||||||||||||||
Offsetting Assets [Line Items] | ||||||||||||||||
Damages sought value | $ 345,000 | |||||||||||||||
Damages awarded plus interest and attorney fees | 450,000 | |||||||||||||||
Agreed settlement value | $ 125,000 | |||||||||||||||
Number of tranches | traches | 2 | |||||||||||||||
Westerville Square | ||||||||||||||||
Offsetting Assets [Line Items] | ||||||||||||||||
Damages sought value | $ 120,000 | |||||||||||||||
Payments for legal settlements | $ 110,000 | |||||||||||||||
Main/270 | ||||||||||||||||
Offsetting Assets [Line Items] | ||||||||||||||||
Damages sought value | 90,000 | |||||||||||||||
Main/270 | Appliance Smart, Inc. | ||||||||||||||||
Offsetting Assets [Line Items] | ||||||||||||||||
Damages sought value | $ 1,420,000 |
Earnings (Loss) per share - Sch
Earnings (Loss) per share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 30, 2023 | Dec. 31, 2022 | |
Continuing Operations | ||
Net (loss) income from continuing operations, basic | $ (17,095) | $ 8,020 |
Net (loss) income from continuing operations, diluted | $ (17,095) | $ 8,020 |
Weighted average common shares outstanding, basic (in shares) | 4,005,334 | 3,150,230 |
Weighted average common shares outstanding, diluted (in shares) | 4,444,361 | 3,150,230 |
Basic (loss) income per share from continuing operations, basic (in usd per share) | $ (4.27) | $ 2.55 |
Diluted (loss) per share from continuing operations (in usd per share) | $ (4.27) | $ 2.55 |
Discontinued Operations | ||
Net income from discontinued operations, basic | $ 9,283 | $ 2,972 |
Weighted average common shares outstanding, basic (in shares) | 4,005,334 | 3,150,230 |
Basic income per share from discontinued operations, basic (in usd per share) | $ 2.32 | $ 0.94 |
Net income from discontinued operations, diluted | $ 9,283 | $ 2,972 |
Weighted average common shares outstanding, diluted (in shares) | 4,444,361 | 3,150,230 |
Diluted income per share from discontinued operations (in usd per share) | $ 2.09 | $ 0.94 |
Basic | ||
Net income, basic | $ (7,812) | $ 10,992 |
Weighted average common shares outstanding, basic (in shares) | 4,005,334 | 3,150,230 |
Basic income per share (in usd per share) | $ (1.95) | $ 3.49 |
Diluted | ||
Net income, diluted | $ (7,812) | $ 10,992 |
Weighted average common shares outstanding, diluted (in shares) | 4,444,361 | 3,150,230 |
Diluted income per share (in usd per share) | $ (1.95) | $ 3.49 |
Earnings (Loss) per share - Add
Earnings (Loss) per share - Additional Information (Details) - shares shares in Millions | 12 Months Ended | |
Dec. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Potentially dilutive shares excluded from earnings per share calculation (in shares) | 3.9 | 4.6 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 30, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 0 | $ 0 |
Gross profit | 0 | 0 |
Total Operating income | (19,846) | (3,149) |
Depreciation and amortization | 1,452 | 2 |
Interest income (expense), net | 2,250 | 468 |
Total Net income after provision for income taxes | (7,812) | 10,992 |
Discontinued operations | ||
Segment Reporting Information [Line Items] | ||
Revenues | 3,795 | 39,611 |
Gross profit | (197) | 7,619 |
Total Operating income | 10,438 | 8,395 |
Depreciation and amortization | 96 | 555 |
Interest income (expense), net | (181) | (957) |
Total Net income after provision for income taxes | 9,283 | 2,972 |
Continuing and discontinued operation | ||
Segment Reporting Information [Line Items] | ||
Revenues | 3,795 | 39,611 |
Gross profit | (197) | 7,619 |
Total Operating income | (9,408) | 5,246 |
Depreciation and amortization | 1,548 | 557 |
Interest income (expense), net | 2,069 | (489) |
Total Net income after provision for income taxes | (7,812) | 10,992 |
Biotechnology | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 0 |
Gross profit | 0 | 0 |
Total Operating income | (19,846) | (3,149) |
Depreciation and amortization | 1,452 | 2 |
Interest income (expense), net | 2,250 | 468 |
Total Net income after provision for income taxes | $ (17,095) | $ 8,020 |
Segment Information - Schedul_2
Segment Information - Schedule of Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 30, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Total Assets | $ 18,487 | $ 46,756 |
Total Intangible Assets | 17,846 | 20,032 |
Discontinued operations | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 0 | 17,591 |
Total Intangible Assets | 0 | 735 |
Biotechnology | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 18,487 | 29,165 |
Total Intangible Assets | $ 17,846 | $ 19,297 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 2 Months Ended | ||||||||
Dec. 31, 2024 USD ($) | Jul. 01, 2024 USD ($) | Mar. 05, 2024 USD ($) | Mar. 04, 2024 USD ($) d insurance_policy $ / shares shares | Feb. 23, 2024 USD ($) agreements $ / shares shares | Jan. 24, 2024 USD ($) | Jan. 12, 2024 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) | Mar. 05, 2024 USD ($) | Feb. 07, 2024 USD ($) $ / shares | |
Due | Soin Therapeutics LLC | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Cash payment tendered | $ 2,800,000 | $ 100,000 | ||||||||
Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant excise and granted (in shares) | shares | 899,348 | |||||||||
Warrant offering and exercise price (in usd per share) | $ / shares | $ 0.7561 | |||||||||
Proceeds from Issuance of Warrants | $ 50,000 | $ 200,000 | $ 250,000 | |||||||
Subsequent Event | Soin Therapeutics LLC | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Cash payment tendered | $ 100,000 | |||||||||
Subsequent Event | Soin Therapeutics LLC | Series S | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Business acquisition, shares issued, fair value | $ 3,000,000 | |||||||||
Subsequent Event | ICG Note | Related Party | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion price (in usd per share) | $ / shares | $ 0.61 | |||||||||
Debt face amount | $ 300,000 | |||||||||
Debt interest rate | 10% | |||||||||
Debt convertible period | 6 months | |||||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 0.61 | |||||||||
Subsequent Event | Isaac Consulting Agreement | Related Party | Mr. Jon Isaac | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Term of consulting agreement | 2 years | |||||||||
Universal life insurance policies assigned | insurance_policy | 2 | |||||||||
Contingently tendered funds in counsel's trust account | $ 220,000 | |||||||||
Restricted shares issued (in shares) | shares | 200,000 | |||||||||
Number of trading days prior to court approval | d | 5 | |||||||||
Term of promissory note issued | 2 years | |||||||||
Stated interest rate on promissory note (percent) | 10% | |||||||||
Initial principal amount | $ 500,000 | |||||||||
Per share value of the restricted shares issued (in usd per share) | $ / shares | $ 1.16 | |||||||||
Subsequent Event | 1st policy | Isaac Consulting Agreement | Related Party | Mr. Jon Isaac | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Accumulated value / surrender value of life insurance policy | $ 3,854 | |||||||||
Subsequent Event | 2nd policy | Isaac Consulting Agreement | Related Party | Mr. Jon Isaac | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Accumulated value / surrender value of life insurance policy | $ 468 | |||||||||
Subsequent Event | Equity Unit Purchase Agreements | ICG Note | Related Party | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant offering and exercise price (in usd per share) | $ / shares | $ 0.61 | |||||||||
Unaffiliated third-part investors | agreements | 2 | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 408,163 | |||||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 0.735 | |||||||||
Aggregate purchase price | $ 300,000 | |||||||||
Aggregated consideration received on transaction | $ 600,000 | |||||||||
Number of common shares in each unit (in shares) | shares | 1 | |||||||||
Number of warrants in each unit (in shares) | shares | 1 | |||||||||
Warrant price per share (in usd per share) | $ / shares | $ 0.125 | |||||||||
Warrants exercisable term | 3 years |