Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 29, 2024 | Aug. 15, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 29, 2024 | |
Document Transition Report | false | |
Entity File Number | 0-19621 | |
Entity Registrant Name | ALT5 Sigma Corporation | |
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, Address Line Two | Suite 102 | |
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 | |
Entity Information, Former Legal or Registered Name | JanOne Inc. | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | ALTS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,769,015 | |
Entity Central Index Key | 0000862861 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 29, 2024 | Dec. 30, 2023 |
Assets | ||
Cash and cash equivalents | $ 5,764 | $ 5 |
Trade and other receivables, net | 984 | 266 |
Digital assets receivable | 22,477 | 0 |
Prepaid expenses and other current assets | 1,660 | 75 |
Total current assets | 30,885 | 346 |
Property and equipment, net | 1,170 | 0 |
Right of use assets | 186 | 0 |
Marketable securities | 434 | 286 |
Deposits and other assets | 0 | 9 |
Total intangible assets | 34,996 | 17,846 |
Goodwill | 7,724 | 0 |
Total assets | 75,395 | 18,487 |
Liabilities: | ||
Accounts payable | 2,937 | 2,272 |
Accrued liabilities | 2,438 | 3,633 |
Digital assets payable | 28,241 | 0 |
Due to Soin | 2,900 | 0 |
Convertible debentures | 1,686 | 0 |
Operating lease liabilities | 59 | 0 |
Total current liabilities | 42,511 | 5,905 |
Deferred income taxes, net | 1,587 | 639 |
Notes payable | 3,868 | 0 |
Operating lease liabilities | 127 | 0 |
Other noncurrent liabilities | 0 | 34 |
Total liabilities | 48,609 | 7,285 |
Commitments and contingencies (Note 16) | ||
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 June 29, 2024 and December 30, 2023, respectively | 3,900 | |
Stockholders' equity: | ||
Common stock, par value $0.001 per share, 200,000,000 shares authorized, 12,589,015 and 4,957,647 shares issued and outstanding at June 29, 2024 and at December 30, 2023, respectively | 7 | 3 |
Accumulated other comprehensive deficit | (807) | 0 |
Additional paid-in capital | 59,374 | 47,323 |
Accumulated deficit | (52,189) | (50,634) |
Total stockholders' equity (deficit) | 22,930 | (3,308) |
Total liabilities and stockholders' equity | 75,395 | 18,487 |
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 June 29, 2024 and December 30, 2023, respectively | 3,856 | 14,510 |
Stockholders' equity: | ||
Preferred stock, value | 7,993 | 0 |
Series A-1 Preferred | ||
Stockholders' equity: | ||
Preferred stock, value | 0 | 0 |
Series B | ||
Stockholders' equity: | ||
Preferred stock, value | 8,552 | 0 |
Series M | ||
Stockholders' equity: | ||
Preferred stock, value | 0 | 0 |
Nonrelated Party | ||
Liabilities: | ||
Notes payable | 3,244 | 0 |
Related Party | ||
Liabilities: | ||
Notes payable | 1,006 | 0 |
Related party notes payable | $ 516 | $ 707 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 29, 2024 | Dec. 30, 2023 |
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) | 12,589,015 | 4,957,647 |
Common stock, outstanding shares (in shares) | 12,589,015 | 4,957,647 |
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 outstanding (in shares) | 100,000 | 100,000 |
Convertible preferred stock, shares issued (in shares) | 100,000 | 100,000 |
Series A-1 Preferred | ||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares issued (in shares) | 69,980 | 193,730 |
Preferred stock, outstanding shares (in shares) | 69,980 | 193,730 |
Series B | ||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 34,250 | 34,250 |
Preferred stock, shares issued (in shares) | 34,207 | 0 |
Preferred stock, outstanding shares (in shares) | 34,207 | 0 |
Series M | ||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 3,200 | 3,200 |
Preferred stock, shares issued (in shares) | 3,200 | 0 |
Preferred stock, outstanding shares (in shares) | 3,200 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Revenues | $ 2,169 | $ 0 | $ 2,169 | $ 0 |
Cost of revenues | 1,071 | 0 | 1,071 | 0 |
Gross profit | 1,098 | 0 | 1,098 | 0 |
Operating expenses: | ||||
Selling, general and administrative expenses | 4,014 | 1,060 | 5,820 | 2,159 |
Operating loss | (2,916) | (1,060) | (4,722) | (2,159) |
Other income (expense): | ||||
Interest income (expense), net | 4 | 365 | (248) | 840 |
Unrealized loss on marketable securities | (180) | 0 | (370) | (247) |
Unrealized gain on exchange transactions | 461 | 0 | 461 | 0 |
Realized gain on exchange transactions | 240 | 0 | 240 | 0 |
Other income, net | 129 | 757 | 158 | 739 |
Total other income, net | 654 | 1,122 | 241 | 1,332 |
Income (loss) from continuing operations before provision for income taxes | (2,262) | 62 | (4,481) | (827) |
Income tax benefit | (2,851) | (17) | (2,926) | (244) |
Net income (loss) from continuing operations | 589 | 79 | (1,555) | (583) |
Gain from discontinued operations | 0 | 1 | 0 | 13,976 |
Income tax provision (benefit) for discontinued operations | 0 | (43) | 0 | 3,186 |
Net income from discontinued operations | 0 | 44 | 0 | 10,790 |
Net income (loss) | $ 589 | $ 123 | $ (1,555) | $ 10,207 |
Net income (loss) per share: | ||||
Net income (loss) per share from continuing operations, basic (in usd per share) | $ 0.07 | $ 0.02 | $ (0.18) | $ (0.17) |
Net income (loss) per share from continuing operations, diluted (in usd per share) | 0.07 | 0.02 | (0.18) | (0.17) |
Net income per share from discontinued operations, basic (in usd per share) | 0 | 0.01 | 0 | 3.14 |
Net income per share from discontinued operations, diluted (in usd per share) | 0 | 0.01 | 0 | 3.14 |
Net income per shares, basic (in usd per share) | 0.07 | 0.03 | (0.18) | 2.97 |
Net income per share, diluted (in usd per share) | $ 0.07 | $ 0.03 | $ (0.18) | $ 2.97 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 8,404,102 | 3,665,887 | 8,426,349 | 3,432,374 |
Diluted (in shares) | 8,404,102 | 3,665,887 | 8,426,349 | 3,432,374 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 29, 2024 | Jul. 01, 2023 | |
OPERATING ACTIVITIES: | ||
Net income loss from continuing operations | $ (1,555) | $ (583) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 1,300 | 727 |
Stock based compensation expense | 1,507 | 12 |
Related party notes issued for shared services | 600 | 0 |
Accretion of note receivable discount | 0 | (518) |
Unrealized gain on marketable securities | 370 | 247 |
Unrealized gain on digital assets | (461) | 0 |
Change in deferred tax liability | (2,927) | 0 |
Changes in assets and liabilities: | ||
Accounts receivable, net of acquisitions and dispositions | 1,730 | 342 |
Digital assets receivable | (13,280) | 0 |
Prepaid expenses and other current assets, net of dispositions | 262 | 292 |
Digital assets payable | 11,478 | 0 |
Accounts payable and accrued expenses, net of dispositions | 503 | (529) |
Other Assets | 9 | 1 |
Operating cash flows provided by discontinued operations | 0 | 2,320 |
Net cash (used in) provided by operating activities | (464) | 2,311 |
INVESTING ACTIVITIES: | ||
Cash acquired in Alt5 Subsidiary acquisition | 5,853 | 0 |
Investing cash flows used in discontinued operations | 0 | (156) |
Net cash provided by (used in) investing activities | 5,853 | (156) |
FINANCING ACTIVITIES: | ||
Proceeds from equity financing, net | 851 | 368 |
Proceeds from related parties | 577 | 0 |
Payments on notes payable | (251) | (274) |
Financing cash flows from discontinued operations | 0 | (2,212) |
Net cash provided by (used in) financing activities | 1,177 | (2,118) |
Effect of changes in exchange rate on cash and cash equivalents | (807) | 17 |
INCREASE IN CASH AND CASH EQUIVALENTS | 5,759 | 54 |
CASH AND CASH EQUIVALENTS, beginning of period | 5 | 115 |
LESS CASH OF DISCONTINUED OPERATIONS, end of period | 0 | 0 |
CASH AND CASH EQUIVALENTS, end of period | 5,764 | 169 |
Supplemental cash flow disclosures: | ||
Interest paid | 0 | 118 |
Income taxes paid | 0 | 0 |
Noncash recognition of new leases | 186 | 0 |
Other Significant Noncash Transactions [Line Items] | ||
Notes payable converted to common stock | 122 | 0 |
Common stock issued for property and equipment | 1,170 | 0 |
Stock issued for the acquisition of Alt5 Subsidiary | ||
Other Significant Noncash Transactions [Line Items] | ||
Stock Issued | 16,000 | 0 |
Common stock issued for consulting services | ||
Other Significant Noncash Transactions [Line Items] | ||
Stock Issued | 853 | 0 |
Common stock issued liability obligations | ||
Other Significant Noncash Transactions [Line Items] | ||
Stock Issued | $ 367 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Deficit | Series A-1 Preferred | Series A-1 Preferred Preferred Stock | Series S-1 Preferred Preferred Stock | Series B Preferred Preferred Stock | Series M Preferred Preferred Stock |
Beginning balance (in shares) at Dec. 31, 2022 | 222,588 | 100,000 | ||||||||
Beginning balance at Dec. 31, 2022 | $ 2,307 | $ 2 | $ 45,748 | $ (42,822) | $ (621) | $ 0 | $ 0 | |||
Beginning balance (in shares) at Dec. 31, 2022 | 3,150,230 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share based compensation | 8 | 8 | ||||||||
Common stock issued for equity financing (in shares) | 361,000 | |||||||||
Common stock issued for equity financing | 369 | $ 1 | 368 | |||||||
Series A-1 Preferred converted for legal settlement (in shares) | 103,707 | (5,185) | ||||||||
Series A-1 Preferred converted for legal settlement | 170 | 170 | ||||||||
Other comprehensive income | 621 | 621 | ||||||||
Net income | 10,085 | 10,085 | ||||||||
Ending balance (in shares) at Apr. 01, 2023 | 217,403 | 100,000 | ||||||||
Ending balance at Apr. 01, 2023 | 13,560 | $ 3 | 46,294 | (32,737) | 0 | $ 0 | $ 0 | |||
Ending balance (in shares) at Apr. 01, 2023 | 3,614,937 | |||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 222,588 | 100,000 | ||||||||
Beginning balance at Dec. 31, 2022 | 2,307 | $ 2 | 45,748 | (42,822) | (621) | $ 0 | $ 0 | |||
Beginning balance (in shares) at Dec. 31, 2022 | 3,150,230 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 10,207 | |||||||||
Ending balance (in shares) at Jul. 01, 2023 | 217,403 | 100,000 | ||||||||
Ending balance at Jul. 01, 2023 | 13,688 | $ 3 | 46,299 | (32,614) | 0 | $ 0 | $ 0 | |||
Ending balance (in shares) at Jul. 01, 2023 | 3,614,937 | |||||||||
Beginning balance (in shares) at Apr. 01, 2023 | 217,403 | 100,000 | ||||||||
Beginning balance at Apr. 01, 2023 | 13,560 | $ 3 | 46,294 | (32,737) | 0 | $ 0 | $ 0 | |||
Beginning balance (in shares) at Apr. 01, 2023 | 3,614,937 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share based compensation | $ 5 | 5 | ||||||||
Common stock issued for consulting agreement (in shares) | 0 | |||||||||
Net income | $ 123 | 123 | ||||||||
Ending balance (in shares) at Jul. 01, 2023 | 217,403 | 100,000 | ||||||||
Ending balance at Jul. 01, 2023 | 13,688 | $ 3 | 46,299 | (32,614) | 0 | $ 0 | $ 0 | |||
Ending balance (in shares) at Jul. 01, 2023 | 3,614,937 | |||||||||
Beginning balance (in shares) at Dec. 30, 2023 | 193,730 | 193,730 | 100,000 | 0 | 0 | |||||
Beginning balance at Dec. 30, 2023 | $ (3,308) | $ 3 | 47,323 | (50,634) | 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning balance (in shares) at Dec. 30, 2023 | 4,957,647 | 4,957,647 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share based compensation | $ 345 | 345 | ||||||||
Reclassification of Series S stock to liability | (339) | (339) | ||||||||
Reclassification of Series S stock to permanent equity | 7,993 | |||||||||
Common stock issued for equity financing (in shares) | 884,880 | |||||||||
Common stock issued for equity financing | 627 | $ 1 | 626 | |||||||
Common stock issued for consulting agreement (in shares) | 600,000 | |||||||||
Common stock issued for consulting agreement | 367 | $ 1 | 366 | |||||||
Common stock issued for consulting agreement (in shares) | 200,000 | |||||||||
Common stock issued for consulting agreement | 232 | 232 | ||||||||
Common stock issued for RSU's granted (in shares) | 908,852 | |||||||||
Net income | (2,144) | (2,144) | ||||||||
Ending balance (in shares) at Mar. 30, 2024 | 193,730 | 100,000 | 0 | 0 | ||||||
Ending balance at Mar. 30, 2024 | 3,773 | $ 5 | 48,553 | (52,778) | 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Ending balance (in shares) at Mar. 30, 2024 | 7,551,379 | |||||||||
Beginning balance (in shares) at Dec. 30, 2023 | 193,730 | 193,730 | 100,000 | 0 | 0 | |||||
Beginning balance at Dec. 30, 2023 | $ (3,308) | $ 3 | 47,323 | (50,634) | 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning balance (in shares) at Dec. 30, 2023 | 4,957,647 | 4,957,647 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Reclassification of Series S stock to permanent equity | $ 8,000 | |||||||||
Series A-1 Preferred converted for legal settlement (in shares) | 123,750 | |||||||||
Net income | (1,555) | |||||||||
Ending balance (in shares) at Jun. 29, 2024 | 69,980 | 69,980 | 100,000 | 34,207 | 3,200 | |||||
Ending balance at Jun. 29, 2024 | $ 22,930 | $ 7 | 59,374 | (52,189) | (807) | $ 0 | $ 0 | $ 8,552 | $ 0 | |
Ending balance (in shares) at Jun. 29, 2024 | 12,589,015 | 12,589,015 | ||||||||
Beginning balance (in shares) at Mar. 30, 2024 | 193,730 | 100,000 | 0 | 0 | ||||||
Beginning balance at Mar. 30, 2024 | $ 3,773 | $ 5 | 48,553 | (52,778) | 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning balance (in shares) at Mar. 30, 2024 | 7,551,379 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation (in shares) | 295,000 | |||||||||
Share based compensation | 1,161 | 1,161 | ||||||||
Stock issued during period, shares, acquisitions | 1,799,115 | 34,207 | 3,200 | |||||||
Stock issued during period, value, acquisitions | 7,448 | $ 1 | 7,447 | $ 8,552 | ||||||
Conversion of note receivable to common stock (in shares) | 200,000 | |||||||||
Conversion of note receivable to common stock | 122 | 122 | ||||||||
Common stock issued for equity financing (in shares) | 120,598 | |||||||||
Common stock issued for equity financing | $ 342 | 342 | ||||||||
Common stock issued for consulting agreement (in shares) | 0 | 197,923 | ||||||||
Common stock issued for consulting agreement | $ 580 | $ 1 | 579 | |||||||
Series A-1 Preferred converted for legal settlement (in shares) | 2,125,000 | (123,750) | ||||||||
Common stock issued for property and equipment (in shares) | 300,000 | |||||||||
Common stock issued for property and equipment | 1,170 | 1,170 | ||||||||
Foreign currency adjustment | (807) | (807) | ||||||||
Net income | 589 | 589 | ||||||||
Ending balance (in shares) at Jun. 29, 2024 | 69,980 | 69,980 | 100,000 | 34,207 | 3,200 | |||||
Ending balance at Jun. 29, 2024 | $ 22,930 | $ 7 | $ 59,374 | $ (52,189) | $ (807) | $ 0 | $ 0 | $ 8,552 | $ 0 | |
Ending balance (in shares) at Jun. 29, 2024 | 12,589,015 | 12,589,015 |
Background
Background | 6 Months Ended |
Jun. 29, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background | Background The accompanying consolidated financial statements include the accounts of ALT5 Sigma Corporation, a Nevada corporation, and its subsidiaries (collectively, the “Company” or “ALT5”). Effective July 15, 2024, the Company changed its corporate name from “JanOne Inc.” to “ALT5 Sigma Corporation,” and also changed its Nasdaq common stock ticker symbol from “JAN” to “ALTS”. The corporate name change was effected through a parent/subsidiary short-form merger of ALT5 Sigma Corporation, the Company's wholly-owned Nevada subsidiary formed solely for the purpose of effectuating the name change), whereby it merged with and into the Company, with the Company being the surviving entity, albeit with its new name. The Company had three operating segments – Biotechnology, Fintech, and Recycling. In connection with the sale of ARCA Recycling, Inc. (“ARCA Recycling”), the accounts for the Recycling segment have been presented as discontinued operations in the accompanying consolidated financial statements. Biotechnology During September 2019, ALT5 Sigma Corporation, 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. Fintech On May 15, 2024, the Company acquired ALT5 Sigma, Inc. (“ALT5 Subsidiary”). ALT5 Subsidiary is a fintech company that provides next generation blockchain-powered technologies to enable a migration to a new global financial paradigm. ALT5 Subsidiary, through its respective subsidiaries, offers two main platforms to its customers: “ALT5 Pay” and “ALT5 Prime.” ALT5 Pay is a crypto-currency payment gateway that enables registered and approved global merchants to accept and make crypto-currency payments or to integrate the ALT5 Pay payment platform into their application or operations using the plugin with WooCommerce and or ALT5 Pay’s checkout widgets and APIs. Merchants have the option to convert to fiat currency (US Dollars, Canadian Dollars, Euros, and British Pounds Sterling) automatically or to receive their payment in digital assets (see Note 3). Recycling ARCA Recycling was the Company’s Recycling segment and provides turnkey recycling services for electric utility energy efficiency programs in the United States. ARCA Canada Inc. (“ARCA Canada”) provides turnkey recycling services for electric utility energy efficiency programs in Canada. Customer Connexx, LLC (“Connexx”) provides 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 with VM7 Corporation, a Delaware corporation, under which the Buyer agreed to acquire all of the outstanding equity interests of (a) ARCA Recycling, Inc., a California corporation, (b) Customer Connexx LLC, a Nevada limited liability company, and (c) ARCA Canada Inc., a corporation organized under the laws of Ontario, Canada (“ARCA Canada”; and, together with ARCA and Connexx, the “Subsidiaries”). The principal of the Buyer is Virland A. Johnson, our Chief Financial Officer. The sale of all of the outstanding equity interests of the Subsidiaries to the Buyer under the Purchase Agreement was consummated simultaneously with the execution of the Purchase Agreement. The Company’s Board of Directors unanimously approved the Purchase Agreement and the Disposition Transaction. In connection with the disposition of ARCA Recycling, accounts for the Recycling segment have been presented as discontinued operations in the accompanying consolidated financial statements (see Note 4). The Company reports on a 52- or 53-week fiscal year. The Company’s 2023 fiscal year (“2023”) ended on December 30, 2023, and the current fiscal year (“2024”) will end on December 28, 2024. 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 $1.6 million for the 26 weeks ended June 29, 2024. Additionally, as of June 29, 2024, the Company has total current assets of approximately $30.9 million and total current liabilities of approximately $42.5 million resulting in a net negative working capital of approximately $11.6 million. Cash used in operations from continuing operations was approximately $464,000. Additionally, stockholders’ equity, as of June 29, 2024, is approximately $22.9 million. The Company intends to raise funds to support future development of JAN 123 and JAN 101 and through a combination of cash flows derived from its acquisition of ALT5 (see Note 3), capital raises, and/or structured arrangements. However, the success of such funding cannot be assured. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 29, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies B asis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information and notes required for complete financial statements prepared in conformity with U.S. GAAP. In our opinion, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. However, the Company’s results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in our Form 10-K for the fiscal year ended December 30, 2023. 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. Reclassifications Certain amounts in the prior period have been reclassified to conform to the current period presentation. These reclassifications have no material effect on the reported financial results. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP 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 value in connection with the Series S convertible preferred stock issued in the Soin merger, the Series B and Series M preferred stock issued in the transaction, pursuant to which the Company acquired the ALT5 Subsidiary, valuation allowance against deferred tax assets, and estimated useful lives for intangible assets. Financial Instruments Financial instruments consist primarily of cash equivalents, trade and other 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. Digital Assets and other Receivables Digital assets and other receivables are the Company’s digital assets and its customer prepayments in the form of digital assets. The Company holds all digital assets in secure non-custodial wallets through the wallet services from Fireblocks. As of June 29, 2024, the outstanding balance of digital assets and other receivables was approximately $22.5 million. Digital Assets and other Payables Digital assets and other payables are liabilities that represent the Company’s obligation to deliver the settlement of transactions in the form of digital assets and or cash. The Company safeguards these digital assets and cash for customers and is obligated to safeguard them from loss, theft, or other misuse. The Company recognizes digital assets and other payables, on initial recognition and at each reporting date, at fair value of the digital assets. Any loss, theft, or other misuse would impact the measurement of digital assets and other payables. As of June 29, 2024, the outstanding balance of digital assets and other payables was approximately $28.2 million. Revenue Recognition Revenue recognition applies to the Company's Fintech segment only, as the Company's Biotech segment has not recognized revenue to date. Revenue is recognized under Topic 606 in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements: 1. Executed contracts with the Company’s customers that it believes are legally enforceable; 2. Identification of performance obligations in the respective contract; 3. Determination of the transaction price for each performance obligation in the respective contract; 4. Allocation of the transaction price to each performance obligation; and 5. Recognition of revenue only when the Company satisfies each performance obligation. These five elements, as applied to each of the Company’s revenue category, is summarized below: 1. Product sales – revenue is recognized at the time of sale of equipment to the customer. 2. Service sales – revenue is recognized based on when the service has been provided to the customer. The Company’s service is comprised of a single performance obligation to buy and sell or convert digital assets to currencies. That is, the Company is the counter party to all transactions between customers and liquidity providers and presents revenue for the fees earned on a net basis. The Company is acting as principal in all transactions, and control the digital assets being provided before it is transferred to the buyer, and has risk related to the digital assets, and is responsible for the fulfillment of the digital asset transactions. The Company sets the price for the digital assets by aggregating prices from several liquidity providers and displays them on the Company’s platform. As a result, the Company acts as a price discovery service and acts as a principal facilitating the ability for a customer to purchase or sell digital assets. The Company considers its performance obligation satisfied, and recognizes revenue, at the point in time the transaction is processed. Contracts with customers are usually open-ended and can be terminated by either party without a termination penalty. Therefore, contracts are defined at the transaction level and do not extend beyond the service already provided. The Company charges a fee at the transaction level. The transaction price, represented by the trading fee, is calculated based on volume and varies depending on payment type and the value of the transaction. Digital asset purchases or sale transactions executed by a customer on the Company’s platform is based on tiered pricing that is driven primarily by transaction volume processed for a specific historical period. The Company has concluded that this volume-based pricing approach does not constitute a future material right since the discount is within a range typically offered to a class of customers with similar volume. The transaction fee is collected from the customer at the time the transaction is executed. In certain instances, the transaction fee can be collected in digital assets, with revenue measured based on the amount of digital assets received and the fair value of the digital assets at the time of the transaction. The Company also marks up or down the digital asset prices and earns revenue from the spread between the buying and selling price. The Company also earns a fee from transfers of currencies and or digital assets. The transfer fees are nominal and are set to offset the fees associated with banking and or blockchain mining fees. 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. 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 | 6 Months Ended |
Jun. 29, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Mergers and Acquisitions | Mergers and Acquisitions ALT5 On May 15, 2024, the Company acquired ALT5 Sigma, Inc. (“ALT5 Subsidiary”). ALT5 Subsidiary is a fintech company that provides next generation blockchain-powered technologies to enable a migration to a new global financial paradigm. ALT5 Subsidiary, through its respective subsidiaries, offers two main platforms to its customers: “ALT5 Pay” and “ALT5 Prime.” ALT5 Pay is a crypto-currency payment gateway that enables registered and approved global merchants to accept and make crypto-currency payments or to integrate the ALT5 Pay payment platform into their application or operations using the plugin with WooCommerce and or ALT5 Pay’s checkout widgets and APIs. Merchants have the option to convert to fiat currency (US Dollars, Canadian Dollars, Euros, and British Pounds Sterling) automatically or to receive their payment in digital assets. As consideration under the acquisition, the Company issued 1,799,100 shares of its common stock to the legacy equity holders of the capital stock of ALT5 Subsidiary. Those shares represented approximately 19.9% of the Company's then-issued and outstanding shares of common stock. Each of the shares of the Company's newly-issued common stock was valued at $4.14, which was the Nasdaq NOCP on Thursday, May 9, 2024, the day immediately prior to the date on which the agreement was executed. The Company also issued 34,207 shares of its newly-designated Series B Preferred Stock (the “Series B Stock”) to the legacy equity holders of the capital stock of ALT5. In connection with the closing of the acquisition of ALT5 Subsidiary, the Company also issued 3,200 shares of its newly-designated Series M Preferred Stock (the “Series M Stock”) to two entities that acted as finders for the transaction. The fair value of the purchase price components outlined above was $16.0 million due to fair value adjustments for the shares of Series B and Series M Preferred Stock, as detailed below (in $000’s): Common stock $ 7,448 Series B preferred stock 8,552 Total purchase price $ 16,000 Under the preliminary purchase price allocation, the Company recognized goodwill of approximately $3.8 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed as compared to the fair value of the identifiable assets acquired. The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of May 10, 2024, as calculated by an independent third-party firm. Because the transaction was considered a stock purchase for tax purposes, none of the goodwill arising from the acquisition will deductible for tax purposes. During the thirteen weeks ended June 29, 2024, the Company recorded a noncash fair value adjustment related to deferred tax liabilities in the aggregate amount of approximately $3.9 million, which was recorded to goodwill. The table below outlines the purchase price allocation of the purchase for ALT5 Subsidiary to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s): Total purchase price $ 16,000 Accounts payable 267 Digital assets payable 16,763 Debt 7,613 Total liabilities assumed 24,643 Total consideration 40,643 Cash 5,853 Accounts receivable 2,917 Digital assets receivable 9,082 Intangible assets Customer relationships $ 13,925 Trade names 2,675 Developed technology 1,850 Subtotal intangible assets 18,450 Other 492 Total assets acquired 36,794 Total goodwill $ 3,849 Proforma Information The table below presents selected proforma information for the Company for the thirteen and twenty-six week periods ended June 29, 2024, assuming that the acquisition had occurred on January 1, 2023 (the beginning of the Company’s 2023 fiscal year), pursuant to ASC 805-10-50 (in $000's). This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition occurred on that date, nor does it purport to predict the results of operations for future periods. As Reported Adjustments Proforma ALT5 Sigma Corporation Unaudited 13 weeks ended June 29, 2024 ALT5 Subsidiary Unaudited 13 weeks ended June 29, 2024 Adjustments(1) ALT5 Sigma Corporation for the 13 weeks ended June 29, 2024 Net revenue $ 2,169 $ 693 $ 2,862 Net income $ 589 $ 206 $ (269) $ 526 Earnings per basic common share $ 0.07 $ 0.06 Earnings per basic diluted share $ 0.07 $ 0.06 As Reported Adjustments Proforma ALT5 Sigma Corporation Unaudited 13 weeks ended July 1, 2023 ALT5 Subsidiary Unaudited 13 weeks ended July 1, 2023 Adjustments(1) ALT5 Sigma Corporation for the 13 weeks ended July 1, 2023 Net revenue $ — $ 2,021 $ 2,021 Net income $ 123 $ 1,157 $ (537) $ 743 Earnings per basic common share $ 0.03 $ 0.20 Earnings per basic diluted share $ 0.03 $ 0.20 As Reported Adjustments Proforma ALT5 Sigma Corporation Unaudited 26 weeks ended June 29, 2024 ALT5 Subsidiary Unaudited 26 weeks ended June 29, 2024 Adjustments(1) ALT5 Sigma Corporation for the 26 weeks ended June 29, 2024 Net revenue $ 2,169 $ 2,918 $ 5,087 Net income $ (1,555) $ 71 $ (806) $ (2,290) Earnings per basic common share $ (0.18) $ (0.27) Earnings per basic diluted share $ (0.18) $ (0.27) As Reported Adjustments Proforma ALT5 Sigma Corporation Unaudited 26 weeks ended July 1, 2023 ALT5 Subsidiary Unaudited 26 weeks ended July 1, 2023 Adjustments(1) ALT5 Sigma Corporation for the 26 weeks ended July 1, 2023 Net revenue $ — $ 3,254 $ 3,254 Net income $ 10,207 $ 1,392 $ (1,074) $ 10,525 Earnings per basic common share $ 2.97 $ 3.07 Earnings per basic diluted share $ 2.97 $ 3.07 (1) Adjustments are related to adjustments made for the following: • Amortization expense of definite-lived intangible assets has been adjusted based on the preliminary fair value at the acquisition date. Soin Pharmaceuticals Effective January 24, 2024, the Company, Amol Soin (“Dr. Soin”), and Soin Therapeutics LLC, a wholly-owned subsidiary of the Company that was had acquired 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. In connection with the Soin Amendment, the Company reclassified the $3.0 million convertible tranche, originally valued at approximately $2.7 million on our balance sheet, from mezzanine equity to current liabilities, and reclassified the $10.0 million convertible tranche, originally valued at approximately $8.0 million on our balance sheet, to permanent equity. As of June 29, 2024, the outstanding balance in mezzanine equity relates to the $17.0 million convertible tranche originally valued at approximately $3.9 million. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 29, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On March 9, 2023, the Company discontinued operations of its Recycling segment as follows: On March 9, 2023, the Company executed a Stock Purchase Agreement with VM7 Corporation, a Delaware corporation, under which, as of March 1, 2023, the Buyer agreed to acquire all of the outstanding equity interests of (a) ARCA Recycling, Inc., a California corporation, (b) Customer Connexx LLC, a Nevada limited liability company, and (c) ARCA Canada Inc., a corporation organized under the laws of Ontario, Canada (“ARCA Canada”; and, together with ARCA and Connexx, the “Subsidiaries”). The principal of the Buyer is Virland A. Johnson, our Chief Financial Officer. The sale of all of the outstanding equity interests of the Subsidiaries to the Buyer under the Purchase Agreement was consummated simultaneously with the execution of the Purchase Agreement. As of June 29, 2024 and December 30, 2023, no Recycling assets or liabilities were included in discontinued operations. 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 26 weeks ended June 29, 2024 and July 1, 2023 have been reflected as discontinued operations in the consolidated statements of operations and comprehensive income (loss) and consist of the following: 13 weeks ended 26 Weeks Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Revenues $ — $ — $ — $ 3,795 Cost of revenues — — — 3,992 Gross profit — — — (197) Operating expenses from discontinued operations: Selling, general and administrative expenses $ — $ — — 1,468 Gain on sale of ARCA — — — (15,824) Total operating expenses from discontinued operations — — — (14,356) Operating income from discontinued operations — — — 14,159 Other income (expense) from discontinued operations Interest expense, net — — — (181) Other income expense, net — 1 — (2) Total other income (loss), net — 1 $ — $ (183) Income before provision for income taxes from discontinued operations — 1 — 13,976 Income tax provision (benefit) — (43) — 3,186 Net income from discontinued operations $ — $ 44 $ — $ 10,790 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 26 weeks ended June 29, 2024 and July 1, 2023 have been reflected as discontinued operations in the consolidated statements of cash flows and consist of the following: 26 weeks ended June 29, 2024 July 1, 2023 DISCONTINUED OPERATING ACTIVITIES: Net income from discontinued operations — 10,790 Depreciation and amortization — 96 Amortization of debt issuance costs — 11 Amortization of right-of-use assets — 53 Change in deferred taxes — 3,185 Gain on sale of ARCA, net of cash — (15,967) Gain on sale of GeoTraq — — Changes in assets and liabilities: Accounts receivable — 2,932 Inventories — 299 Prepaid expenses and other current assets — 55 Accounts payable and accrued expenses — 866 Net cash provided by operating activities from discontinued operations $ — $ 2,320 DISCONTINUED INVESTING ACTIVITIES: Purchases of property and equipment — (123) Purchase of intangible assets — (33) Net cash used in investing activities from discontinued operations $ — $ (156) DISCONTINUED FINANCING ACTIVITIES: Proceeds from note payable — 5,162 Payment on related party note — (38) Proceeds from issuance of short-term notes payable — (7,291) Payments on notes payable — (45) Net cash used in financing activities from discontinued operations $ — $ (2,212) Effect of changes in exchange rate on cash and cash equivalents — (5) DECREASE IN CASH AND CASH EQUIVALENTS — (53) CASH AND CASH EQUIVALENTS, beginning of period — 53 CASH AND CASH EQUIVALENTS, end of period $ — $ — |
Trade and other receivables
Trade and other receivables | 6 Months Ended |
Jun. 29, 2024 | |
Receivables [Abstract] | |
Trade and other receivables | Trade and other receivables The Company’s trade and other receivables as of June 29, 2024 and December 30, 2023, respectively, were as follows (in $000’s): June 29, December 30, Trade receivables 865 — Interest receivable - SPYR 69 266 Other receivables 50 — Trade and other receivables, net $ 984 $ 266 |
Prepaids and other current asse
Prepaids and other current assets | 6 Months Ended |
Jun. 29, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaids and other current assets | Prepaids and other current assets Prepaids and other current assets as of June 29, 2024 and December 30, 2023 consist of the following (in $000’s): June 29, December 30, Prepaid consulting agreements $ 1,145 $ 3 Prepaid insurance 3 72 Prepaid other 512 — Total prepaid expenses and other current assets $ 1,660 $ 75 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 29, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment as of June 29, 2024 and December 30, 2023 consist of the following: June 29, 2024 December 30, 2023 Projects under construction $ 1,170 $ — Total property and equipment, net $ 1,170 $ — The Company recorded no depreciation expense from continuing operations for the 26 weeks ended June 29, 2024 and July 1, 2023. |
Leases
Leases | 6 Months Ended |
Jun. 29, 2024 | |
Leases [Abstract] | |
Leases | Leases In connection with its acquisition of ALT5 Subsidiary (see Note 3), the Company leases commercial office space. These assets and properties are leased under noncancelable agreements that expire at various future dates. The agreements, which have been classified as operating leases, provide for minimum rent and require the Company to pay all insurance, taxes, and other maintenance costs. As a result, the Company recognizes assets and liabilities for leases with lease terms greater than 12 months. The amounts recognized reflect the present value of remaining lease payments for all leases. The discount rate used is an estimate of the Company’s blended incremental borrowing rate based on information available associated with each subsidiary’s debt outstanding at lease commencement. In considering the lease asset value, the Company considers fixed and variable payment terms, prepayments and options to extend, terminate or purchase. Renewal, termination, or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. The following table details the Company's right of use assets and lease liabilities as of June 29, 2024 and December 30, 2023 (in $000's): June 29, 2024 December 30, 2023 Right of use asset - operating leases $ 186 $ — Lease liabilities: Current - operating 59 — Long term - operating 127 — As of June 29, 2024, the weighted average remaining lease term for operating leases is 2.7 years. The Company's weighted average discount rate for operating leases is 11.5%. Total cash payments for operating leases for the 26 weeks ended June 29, 2024 was approximately $39,000. No cash payments for operating leases were made during the 26 weeks ended July 1, 2023. Additionally, the Company recognized approximately $186,000 in right of use assets and liabilities upon commencement of operating leases during the 26 weeks ended June 29, 2024. Total present value of future lease payments of operating leases as of June 29, 2024 (in $000's): Twelve months ended 2025 $ 77 2026 77 2027 65 Total 219 Less implied interest (33) Present value of payments $ 186 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 29, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets as of June 29, 2024 and December 30, 2023 consist of the following (in $000’s): June 29, December 30, Soin intangibles * $ 19,293 $ 19,293 Customer relationships 13,925 — Trade names 2,675 — Developed technology 1,850 — Patents and domains $ 4 $ 4 Intangible assets 37,747 19,297 Less accumulated amortization (2,751) (1,451) Total intangible assets $ 34,996 $ 17,846 * The Soin intangibles acquired by the Company consist of the following: 1. Two pending patents and one approved patent 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. Intangible amortization expense was $660,000 and $363,000 for the 13 weeks ended June 29, 2024 and July 1, 2023 and $1.3 million and $726,000 for the 26 weeks ended June 29, 2024 and July 1, 2023. |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jun. 29, 2024 | |
Marketable Securities [Abstract] | |
Marketable Securities | Marketable Securities Marketable securities in connection with SPYR's acquisition of GeoTraq consist of the following (in $000’s, except shares): Series G Convertible Preferred Shares Common Shares Equivalent Amount Beginning Balance, December 30, 2023 9,224 952,442,000 $ 286 Securities received 8,469 846,900,000 84 Mark-to-market — — (190) Ending Balance, March 30, 2024 17,693 1,799,342,000 180 Securities received 25,407 25,407,000,000 434 Mark-to-market — — (180) Ending Balance, June 29, 2024 43,100 27,206,342,000 $ 434 |
Deposits and Other Assets
Deposits and Other Assets | 6 Months Ended |
Jun. 29, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deposits and Other Assets | Deposits and Other Assets Deposits and other assets as of June 29, 2024 and December 30, 2023 consist of the following (in $000’s): June 29, December 30, Other — 9 Total deposits and other assets $ — $ 9 |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 29, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities as of June 29, 2024 and December 30, 2023 consist of the following (in $000’s): June 29, December 30, Compensation and benefits 46 37 Accrued guarantees 1,209 3,049 Accrued Legal 397 — Accrued taxes 110 102 Accrued litigation settlement 650 397 Other 26 48 Total accrued expenses $ 2,438 $ 3,633 |
Debentures
Debentures | 6 Months Ended |
Jun. 29, 2024 | |
Debt Disclosure [Abstract] | |
Debentures | Debentures Debentures outstanding as of June 29, 2024 and December 30, 2023 consisted for the following (in $000's): June 29, December 30, Interest rate of 12%, maturity date of June 30, 2024 $ 576 $ — Interest rate of 12%, maturity date of June 30, 2025 1,110 — Total debentures $ 1,686 $ — ALT Subsidiary issued 39 debentures over a period from October 2018 through September 2019. The debentures bear interest at 12% per annum and mature as of June 30, 2024 or June 30, 2025, as detailed in the table above. Long-term debt as of June 29, 2024 and December 30, 2023 consisted of the following (in $000's): June 29, December 30, Legacy subsidiary fixed deposits $ 2,134 $ — Legacy subsidiary loan 3,167 — Unaffiliated third-party 1,735 — Other 76 — Total notes payable, related parties 7,112 — Less current portion (3,244) — Total long-term notes payable, related parties $ 3,868 $ — Legacy Subsidiary Fixed Deposits During April 2024, the Company's recently acquired subsidiary, ALT5 Sigma, Inc., entered into several Corporate Fixed Deposit Agreements with otherwise unaffiliated third-parties, pursuant to which the Company became obligated for an aggregate of $2.4 million, as set forth in the respective agreements. Each obligation bears interest at a rate of 12% per annum, and has a maturity date of March 13, 2027. As of June 29, 2024, the outstanding aggregate obligations totaled approximately $2.1 million. Legacy Subsidiary Loan On August 10, 2023, the Company's recently acquired subsidiary, ALT5 Sigma, Inc., entered into an extension agreement for a Bitcoin promissory note with an otherwise unaffiliated third-party. Pursuant to the terms of the extension agreement, the maturity date is August 10, 2024. The promissory note bears interest at 15% per annum. As of June 29, 2024, the outstanding balance of the note was approximately $3.2 million (principal and accrued interest). Unaffiliated Third-Party Loans On February 7, 2024, the Company amended its outstanding related party promissory obligations (the “ICG Note”) in favor of Isaac Capital Group (“ICG”) to add a convertibility provision. In accordance with Nasdaq Rules, the per-share conversion price 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 approvals of the amendments on February 7, 2024. On March 6, 2024, ICG entered into a Note Purchase Agreement with an otherwise unaffiliated third party, under which the third party acquired the ICG Note. The terms and conditions of the ICG Note were not modified in connection with its acquisition by the third party. The principal amount of the ICG Note on the date of acquisition was approximately $1.2 million. On March 25, 2024, the third party converted $183,000 of the Company's obligation under the ICG Note into 300,000 shares of the Company's common stock, and on April 12, 2024, the third-party converted $60,900 into 100,000 shares of the Company's common stock. As of June 29, 2024, the amount outstanding on the ICG Note was approximately $952,000. On February 7, 2024, the Company amended its outstanding related party promissory obligations (the “Live Note”) in favor of Live Ventures Incorporated (“Live”) to add a convertibility provision. In accordance with Nasdaq Rules, 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. On March 6, 2024, Live entered into a Note Purchase Agreement with with another otherwise unaffiliated third party, under which under which the third party acquired the Live Note. The terms and conditions of the acquired Live Note were not modified in connection with its acquisition by the third party. The principal amount of the Live Note on the date of acquisition was approximately $1.0 million. On March 22, 2024, the third party converted $183,000 of the Company's obligation under the Live Note into 300,000 shares of the Company's common stock, and on April 10, 2024, the third-party converted $60,900 into 100,000 shares of the Company's common stock. As of June 29, 2024, the amount outstanding on the Live Note was approximately $782,000. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 29, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Debentures Debentures outstanding as of June 29, 2024 and December 30, 2023 consisted for the following (in $000's): June 29, December 30, Interest rate of 12%, maturity date of June 30, 2024 $ 576 $ — Interest rate of 12%, maturity date of June 30, 2025 1,110 — Total debentures $ 1,686 $ — ALT Subsidiary issued 39 debentures over a period from October 2018 through September 2019. The debentures bear interest at 12% per annum and mature as of June 30, 2024 or June 30, 2025, as detailed in the table above. Long-term debt as of June 29, 2024 and December 30, 2023 consisted of the following (in $000's): June 29, December 30, Legacy subsidiary fixed deposits $ 2,134 $ — Legacy subsidiary loan 3,167 — Unaffiliated third-party 1,735 — Other 76 — Total notes payable, related parties 7,112 — Less current portion (3,244) — Total long-term notes payable, related parties $ 3,868 $ — Legacy Subsidiary Fixed Deposits During April 2024, the Company's recently acquired subsidiary, ALT5 Sigma, Inc., entered into several Corporate Fixed Deposit Agreements with otherwise unaffiliated third-parties, pursuant to which the Company became obligated for an aggregate of $2.4 million, as set forth in the respective agreements. Each obligation bears interest at a rate of 12% per annum, and has a maturity date of March 13, 2027. As of June 29, 2024, the outstanding aggregate obligations totaled approximately $2.1 million. Legacy Subsidiary Loan On August 10, 2023, the Company's recently acquired subsidiary, ALT5 Sigma, Inc., entered into an extension agreement for a Bitcoin promissory note with an otherwise unaffiliated third-party. Pursuant to the terms of the extension agreement, the maturity date is August 10, 2024. The promissory note bears interest at 15% per annum. As of June 29, 2024, the outstanding balance of the note was approximately $3.2 million (principal and accrued interest). Unaffiliated Third-Party Loans On February 7, 2024, the Company amended its outstanding related party promissory obligations (the “ICG Note”) in favor of Isaac Capital Group (“ICG”) to add a convertibility provision. In accordance with Nasdaq Rules, the per-share conversion price 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 approvals of the amendments on February 7, 2024. On March 6, 2024, ICG entered into a Note Purchase Agreement with an otherwise unaffiliated third party, under which the third party acquired the ICG Note. The terms and conditions of the ICG Note were not modified in connection with its acquisition by the third party. The principal amount of the ICG Note on the date of acquisition was approximately $1.2 million. On March 25, 2024, the third party converted $183,000 of the Company's obligation under the ICG Note into 300,000 shares of the Company's common stock, and on April 12, 2024, the third-party converted $60,900 into 100,000 shares of the Company's common stock. As of June 29, 2024, the amount outstanding on the ICG Note was approximately $952,000. On February 7, 2024, the Company amended its outstanding related party promissory obligations (the “Live Note”) in favor of Live Ventures Incorporated (“Live”) to add a convertibility provision. In accordance with Nasdaq Rules, 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. On March 6, 2024, Live entered into a Note Purchase Agreement with with another otherwise unaffiliated third party, under which under which the third party acquired the Live Note. The terms and conditions of the acquired Live Note were not modified in connection with its acquisition by the third party. The principal amount of the Live Note on the date of acquisition was approximately $1.0 million. On March 22, 2024, the third party converted $183,000 of the Company's obligation under the Live Note into 300,000 shares of the Company's common stock, and on April 10, 2024, the third-party converted $60,900 into 100,000 shares of the Company's common stock. As of June 29, 2024, the amount outstanding on the Live Note was approximately $782,000. |
Related Party Debt
Related Party Debt | 6 Months Ended |
Jun. 29, 2024 | |
Debt Disclosure [Abstract] | |
Related Party Debt | Related Party Debt Long-term debt payable to related parties (see Note 20) as of June 29, 2024 and December 30, 2023 consisted of the following (in $000's): June 29, December 30, Isaac Capital Group $ — $ 707 Isaac Capital Group, 10% interest rate, matures December 31, 2024 312 — Live Ventures Incorporated, 10% interest rate, matures December 31, 2024 312 — Jon Isaac consulting agreement, 10% interest rate, matures March 4, 2026 516 Isaac Capital Group short-term demand advance, 10% interest rate 100 — Novalk Apps SAA, LLP short-term demand advance, 10% interest rate 220 — Tony Isaac short-term demand advance, 10% interest rate 62 — Total notes payable, related parties 1,522 707 Less current portion (1,006) — Total long-term notes payable, related parties $ 516 $ 707 Twelve months ending June 29, 2025 $ 1,006 2026 516 Total future maturities of long-term debt, related parties $ 1,522 Isaac Capital Group On February 7, 2024, the Company amended its outstanding related party promissory obligations (the “ICG Note”) in favor of Isaac Capital Group (“ICG”) to add a convertibility provision. In accordance with Nasdaq Rules, the per-share conversion price 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 approvals of the amendments on February 7, 2024. On March 6, 2024, ICG entered into a Note Purchase Agreement with an otherwise unaffiliated third party, under which the third party acquired the ICG Note. The terms and conditions of the ICG Note were not modified in connection with its acquisition by the third party. The principal amount of the ICG Note on the date of acquisition was approximately $1.2 million. On March 25, 2024, the third party converted $183,000 of the Company's obligation under the ICG Note into 300,000 shares of the Company's common stock. As of June 29, 2024, the amount outstanding on the ICG Note was approximately $312,000 (see Note 22). On April 18, 2024, ICG made a short-term demand advance to the Company in the amount of $100,000. The advance bears interest at a rate of 10% per annum until repaid. As of June 29, 2024, the principal amount outstanding was $100,000 (see Note 22). Live Ventures Incorporated On February 7, 2024, the Company amended its outstanding related party promissory obligations (the “Live Note”) in favor of Live Ventures Incorporated (“Live”) to add a convertibility provision. In accordance with Nasdaq Rules, 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. On March 6, 2024, Live entered into a Note Purchase Agreement with another otherwise unaffiliated third party, under which under which the third party acquired the Live Note. The terms and conditions of the acquired Live Note were not modified in connection with its acquisition by the third party. The principal amount of the Live Note on the date of acquisition was approximately $1.0 million. On March 22, 2024, the third party converted $183,000 of the Company's obligation under the Live Note into 300,000 shares of the Company's common stock. As of June 29, 2024, the amount outstanding on the Live Note was approximately $312,000 (see Note 22). Jon Isaac On March 4, 2024, the Company entered into a two-year Consulting Agreement with Jon Isaac, pursuant to which he will provide to the Company (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 the Company and he may agree that will be memorialized in writing if, when, and as needed during the two-year term. In connection with the Consulting Agreement, the Company entered into a a two-year, straight 10% convertible promissory note in the initial principal amount of $500,000, with an interest rate of 10.0% and a per-share conversion price equivalent to the per-share value of the restricted common stock that he was granted ($1.16). The maturity date of the promissory note is March 4, 2026. As of June 29, 2024, the principal balance outstanding on the promissory note was $516,000 (see Note 22). Novalk Apps SAA, LLP On May 28, 2024 and June 3, 2024, Novalk Apps SAA, LLP (“Novalk”) made short-term demand advances in the amount of $120,000 and $100,000, respectively, to the Company. The advances bears interest at a rate of 10% per annum until repaid. As of June 29, 2024, the principal amount outstanding was $220,000 (see Note 22). Tony Isaac During June 3, 2024, Tony Isaac made a number of short-term demand advances in the aggregate amount of $62,000 to the Company. The advances bears interest at a rate of 10% per annum until repaid. As of June 29, 2024, the principal amount outstanding was $62,000 (see Note 22). |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 29, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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”). Pursuant to an agreed-upon Order of the Court, on May 28, 2024, the Company settled its litigation with the SEC. The Settlement Agreement provided, in pertinent part: “Without admitting or denying the allegations of the complaint (except as provided herein in paragraph 12 and except as to personal and subject matter jurisdiction, which [the Company] admits), [the Company] hereby consents to the entry of the final Judgment in the form attached hereto (the “Final Judgment”) and incorporated by reference herein, which, among other things: “(a) permanently restrains and enjoins [the Company] from violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder [15 U.S.C. § 78j(b) and 17 C.F.R. §§ 240.10b-5]; and (c)[sic] orders [the Company] to pay a civil penalty in the amount of $250,000 under Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)).” The SEC has agreed to accept four quarterly payments from the Company, each in the amount of $62,500. The Settlement Agreement is attached to the Order as Exhibit 1, both of which documents may be viewed at https://ecf.nvd.uscourts.gov/doc1/115110470966. The SEC Complaint's remaining allegations relate to financial, disclosure and reporting violations against 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 continues to seek a permanent injunction, civil penalties, 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. 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 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 remained entitled to approximately $422,000 of statutory interest, which obligation was assumed by the buyer in connection with the Company's disposition of ARCA and its subsidiaries. On April 10, 2024, SA sold its judgment to an otherwise unaffiliated third party for the face value of the judgment and the interest accrued thereon through that date (an aggregate of $433,920.03), plus accrued legal fees (in the amount of $18,123.50) to which SA was entitled in accordance with the terms of the underlying agreement with the Company and with the judgment. The purchaser agreed to forbear from enforcing the judgment, subject to the Company’s repayment or his conversion thereof. In connection with the third-party’s forbearance, the Company issued its promissory note to such person in the initial principal amount of 147,956.47, which bears interest at the rate of 10% per annum, and, as with the underlying judgment, is convertible into shares of the Company’s common stock at a fixed per-share conversion price of $2.60. GeoTraq On or about April 9, 2021, GeoTraq, Gregg Sullivan, Tony Isaac, and we, among others, resolved all of their 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. 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 without any further consideration. 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. 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 Court has set a hearing on the Motion to Dismiss for August 28, 2024. 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 and Live Ventures Incorporated (“Live Ventures”), the parent company of ApplianceSmart, have an agreement, pursuant to which all attorney's fees and any judgment will be divided equally between the parties. Nevertheless, 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 June 29, 2024. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 29, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock : Our 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. During the 13 weeks ended June 29, 2024 and July 1, 2023, no shares of common stock were issued in lieu of professional services. 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. In connection with the Securities Purchase Agreement, during the 13 weeks ended March 30, 2024, the Company issued 27,738 shares of its common stock to three third-parties in exchange for brokerage services. On October 9, 2023, the stockholders approved the Company's 2023 Equity Incentive Plan (the “2023 Plan”) at its Annual Meeting of Stockholders held in October 2023, the Company's Compensation Committee awarded 908,852 Restricted Stock Units (“RSU's”) to various employees of the Company. The RSU's were immediately vested, and the total value of the award was $345,000 based upon the closing price of $0.3796 of the Company's stock on October 9, 2023. The 2023 Plan having been approved by stockholders, 908,852 shares of the Company's common stock were issued during the 13 weeks ended March 30, 2024. 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 $0.7350, 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 Company’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. Further, the Company issued an additional 81,632 shares of its common stock to another party in exchange for brokerage services rendered. On March 4, 2024, the Company entered into a two-year Consulting Agreement (the “Consulting Agreement”) with Jon Isaac, pursuant to which he will provide a variety of services to the Company. In connection with the Consulting Agreement, the Company issued to Mr. Isaac 200,000 restricted shares of its common stock (see Note 22). On March 22, 2024, pursuant to the terms and conditions of a promissory note, the Company converted $183,000 of obligations into 300,000 shares of the Company's common stock (see Note 22). On March 25, 2024, pursuant to the terms and conditions of a promissory note, the Company converted $183,000 of obligations into 300,000 shares of the Company's common stock (see Note 22). On April 10, 2024, pursuant to the terms and conditions of a promissory note, the Company converted $60,900 of obligations into 100,000 shares of the Company's common stock (see Note 22). On April 12, 2024, pursuant to the terms and conditions of a promissory note, the Company converted $60,900 of obligations into 100,000 shares of the Company's common stock (see Note 22). On Mar 4, 2024, the Company entered into an Asset Purchase Agreement for the purchase of specified assets of North York LTD. For the purchase of the assets, the Company (i) issued 300,000 restricted shares of its common stock, (ii) issued 5,000 shares of its Series V Convertible Preferred Stock, and (iii) granted a three-year warrant for the purchase of up to 125,000 shares of its common stock at an exercise price of $1.25 per share. On May 1, 2024, the Company entered into a Securities Purchase Agreement with two institutional investors for the sale by the Company of 79,782 units of the Company's securities at a purchase price of $3.775 per unit, each unit consisting of one share of the Company's common stock and one common stock purchase warrant for the purchase of an additional share of Common Stock. Each three-year warrant is exercisable immediately at an exercise price of $3.63 per share. The gross proceeds were approximately $300,000, before deducting related expenses. On May 15, 2024, the Company acquired ALT5 Subsidiary. As consideration under the acquisition, the Company issued 1,799,100 shares of its common stock to the legacy equity holders of the capital stock of ALT5 (see Note 3). On June 3, 2024, the Company entered into a six-month marketing agreement with a non-affiliated third-party, pursuant to which the third-party will provide a variety of marketing-related services to the Company. In connection with the marketing agreement, the Company issued to the third-party 47,923 shares of its common stock. On June 6, 2024, the Company entered into a one-year consulting agreement with a non-affiliated third-party, pursuant to which the third-party will provide a variety of finance and investor-related services to the Company. In connection with the marketing agreement, the Company issued to the third-party 150,000 shares of its common stock. During the three months ended June 29, 2024, the Company issued an aggregate of 295,000 shares of its common stock to four individuals under the Company's 2023 Equity Incentive Plan. The aggregate value of the shares at issuance was approximately $1.2 million. As of June 29, 2024, and December 30, 2023, there were 12,589,015 and 4,957,647 shares, respectively, of common stock issued and outstanding. Stock Options : 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 13 and 26 weeks ended June 29, 2024, the Company recognized $1.2 million and $1.5 million, respectively, in share-based compensation expense related to the 908,852 RSU's that were awarded and immediately vested, as well as 295,000 shares of the Company's common stock issued (see above). 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 June 29, 2024 and December 30, 2023, 100,000 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 June 29, 2024 and December 30, 2023, 14,000 were outstanding under the 2011 Plan. No additional awards will be granted under the 2011 Plan. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. There were no stock options granted during the 13 and 26 weeks ended June 29, 2024. Additional information relating to all outstanding options is as follows: Options Weighted Aggregate Weighted Outstanding at December 30, 2023 114,000 $ 5.68 $ — 6.1 Outstanding at March 30, 2024 114,000 $ 5.68 $ 11 5.9 Cancelled/expired (6,000) $ 17.35 Balance at June 29, 2024 108,000 $ 5.03 $ 7 6.0 Exercisable at June 29, 2024 108,000 $ 5.03 $ 7 6.0 The Company recognized approximately $1.2 million and $4,000 of share-based compensation expense for the 13 weeks ended June 29, 2024 and July 1, 2023, respectively, and approximately $1.5 million and $12,000 of share-based compensation expense for the 26 weeks ended June 29, 2024 and July 1, 2023, respectively. As of June 29, 2024, the Company had no unrecognized share-based compensation expense associated with equity awards. Series A-1 Preferred Stock 123,750 shares were converted during the 26 weeks ended June 29, 2024. As of June 29, 2024 and December 30, 2023, respectively, there were 69,980 and 193,730 shares of Series A-1 Preferred Stock outstanding. Series S Preferred Stock On December 28, 2022 the Company acquired Soin Therapeutics by way of merger. In connection with this transaction, with a potential value of up to $30.0 million, the Company tendered 100,000 shares of the Company's Series S Convertible Preferred Stock. Shares of Series S Convertible Preferred Stock are convertible into the Company’s common shares at a ratio of 1:1. As of June 29, 2024 and December 30, 2023, there were 100,000 shares of Series S Convertible Preferred Stock outstanding. |
Mezzanine Equity
Mezzanine Equity | 6 Months Ended |
Jun. 29, 2024 | |
Mezzanine equity [Abstract] | |
Mezzanine Equity | Mezzanine Equity Series S Preferred Stock During the 26 weeks ended June 29, 2024, the Company reclassified approximately $2.7 million from mezzanine equity to current liabilities, and approximately $8.0 million from mezzanine equity to permanent equity (see Note 3). Consequently, as of June 29, 2024, the outstanding balance in mezzanine equity was approximately $3.9 million. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 29, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Net income (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 income (loss) 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 in respect of restricted share awards, stock options and convertible preferred stock. The following table presents the computation of basic and diluted net income (loss) per share (in $000’s, except share and per–share data): For the Thirteen Weeks Ended For the Twenty-Six Weeks Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Continuing Operations Basic Net income (loss) from continuing operations $ 589 $ 79 $ (1,555) $ (583) Weighted average common shares outstanding 8,404,102 3,665,887 8,426,349 3,432,374 Basic income (loss) per share from continuing operations $ 0.07 $ 0.02 $ (0.18) $ (0.17) Diluted Net income (loss) from continuing operations $ 589 $ 79 $ (1,555) $ (583) Weighted average common shares outstanding 8,404,102 3,665,887 8,426,349 3,432,374 Diluted income (loss) per share from continuing operations $ 0.07 $ 0.02 $ (0.18) $ (0.17) Discontinued Operations Basic Net income from discontinued operations $ — $ 44 $ — $ 10,790 Weighted average common shares outstanding 8,404,102 3,665,887 8,426,349 3,432,374 Basic income per share from discontinued operations $ — $ 0.01 $ — $ 3.14 Diluted Net income from discontinued operations $ — $ 44 $ — $ 10,790 Weighted average common shares outstanding 8,404,102 3,665,887 8,426,349 3,432,374 Diluted income per share from discontinued operations $ — $ 0.01 $ — $ 3.14 Total Basic Net income $ 589 $ 123 $ (1,555) $ 10,207 Weighted average common shares outstanding 8,404,102 3,665,887 8,426,349 3,432,374 Basic income per share $ 0.07 $ 0.03 $ (0.18) $ 2.97 Diluted Net income $ 589 $ 123 $ (1,555) $ 10,207 Weighted average common shares outstanding 8,404,102 3,665,887 8,426,349 3,432,374 Diluted income per share $ 0.07 $ 0.03 $ (0.18) $ 2.97 Potentially dilutive securities totaling 108,000 and 114,000 were excluded from the calculation of diluted earnings per share for the 26 weeks ended June 29, 2024 and July 1, 2023, respectively, because the effects were anti-dilutive based on the application of the treasury stock method. Additionally, 69,980 shares of Series A-1 Preferred Stock, convertible into 1.4 million of the Company's common stock, and 100,000 shares of Series S Preferred Stock, convertible into 3.0 million shares of the Company's common stock (subject to certain contractual, event-based, and temporal limitations), were excluded from the calculation of diluted earnings per share as, by agreement, these shares could not be converted as of June 29, 2024. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 29, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded an income tax benefit from continuing operations of approximately $2.9 million and $17,000 for the 13 weeks ended June 29, 2024 and July 1, 2023, respectively, and an income tax benefit from discontinued operations of $0 and an income tax expense of $43,000 for the 13 weeks ended June 29, 2024 and July 1, 2023, respectively. The Company recorded an income tax benefit from continuing operations of approximately $2.9 million and $244,000 for the 26 weeks ended June 29, 2024 and July 1, 2023, respectively, and an income tax expense from discontinued operations of $0 and $3.2 million for the 26 weeks ended June 29, 2024 and July 1, 2023, respectively. The Company’s overall effective tax rate was 65.3% and 29.5% for the 26 weeks ended June 29, 2024 and July 1, 2023, respectively. The effective tax rates and related provisional tax amounts vary from the U.S. federal statutory rate primarily due to state taxes and the release of a valuation allowance in the United States. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 29, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company operates within targeted markets through three reportable segments for continuing operations: Biotechnology, Fintech, and Recycling. 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 Fintech segment commenced operations during May 2024 with the acquisition of ALT5 Subsidiary (see Note 3), which provides next generation blockchain-powered technologies to enable a migration to a new global financial paradigm. 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 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. Due the sale of Company's Recycling segment during March 2023, it is being presented as discontinued operations for the 13 and 26 weeks ended July 1, 2023. The following tables present our segment information for the 13 and 26 weeks ended June 29, 2024 and July 1, 2023 (in $000’s): Thirteen Weeks Ended Twenty-Six Weeks Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Revenues Biotechnology $ — $ — $ — $ — Fintech 2,169 — 2,169 — Discontinued operations — — — 3,795 Total Revenues $ 2,169 $ — $ 2,169 $ 3,795 Gross profit Biotechnology $ — $ — $ — $ — Fintech 1,098 — 1,098 — Discontinued operations — — — (197) Total Gross profit $ 1,098 $ — $ 1,098 $ (197) Operating income (loss) Biotechnology $ (3,177) $ (1,060) $ (4,983) $ (2,159) Fintech 261 — 261 — Discontinued operations — — — 14,159 Total Operating income (loss) $ (2,916) $ (1,060) $ (4,722) $ 12,000 Depreciation and amortization Biotechnology $ — $ 362 $ — $ 726 Fintech 179 — 179 — Discontinued operations — — — 96 Total Depreciation and amortization $ 179 $ 362 $ 179 $ 822 Interest (income) expense, net Biotechnology $ (161) $ (365) $ 91 $ (840) Fintech 157 — 157 — Discontinued operations — — — 181 Total Interest expense, net $ (4) $ (365) $ 248 $ (659) Net income (loss) before income taxes Biotechnology $ (3,112) $ 62 $ (5,331) $ (827) Fintech 850 — 850 — Discontinued operations — 1 — 13,976 Total Net income before income taxes $ (2,262) $ 63 $ (4,481) $ 13,149 |
Related Parties
Related Parties | 6 Months Ended |
Jun. 29, 2024 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Shared Services Tony Isaac, the Company’s Chief Executive Officer, is the father of Jon Isaac, President and Chief Executive Officer of Live Ventures and managing member of Isaac Capital Group LLC (“ICG”). Tony Isaac, Chief Executive Officer, and Richard Butler, Board of Directors member of the Company, are members of the Board of Directors of Live Ventures. The Company also shares certain executive, accounting and legal services with Live Ventures. The total services shared were approximately $0 and $55,000 for the 13 weeks ended June 29, 2024 and July 1, 2023, respectively, and $0 and $87,000 for the 26 weeks ended June 29, 2024 and July 1, 2023, respectively. Customer Connexx rented approximately 9,900 square feet of office space from Live Ventures in Las Vegas, Nevada. Effective August 2023, due to the winding down of operations of the Recycling Subsidiaries, the Company ceased leasing office space in the Las Vegas, Nevada facility. The total rent and common area expense was approximately $34,000 and $67,000 for the 13 weeks ended June 29, 2024 and July 1, 2023, respectively, and approximately $109,000 and $103,000 for the 26 weeks ended June 29, 2024 and July 1, 2023, respectively. Notes with Live Ventures and ICG On February 7, 2024, the Company entered into a promissory notes with each of Live Ventures and ICG. 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, $100,000 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 two notes on February 7, 2024. As of June 29, 2024, the principal balances outstanding on each of the promissory notes was $312,000. Isaac Consulting Agreement On March 4, 2024, the Company entered into a two-year Consulting Agreement with Jon Isaac, pursuant to which he will provide to the Company (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 the Company and he may agree that will be memorialized in writing if, when, and as needed during the two-year term. As compensation for the Services, the Company 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 an interest rate of 10.0% and a per-share conversion price equivalent to the per-share value of the restricted common stock that he was granted ($1.16). The maturity date of the promissory note is March 4, 2026. The value of the restricted shares was $232,000 on the date issued. As of June 29, 2024, the principal balance outstanding on the promissory note was $516,000. Short-Term Advances On April 18, 2024, ICG made a short-term demand advance to the Company in the amount of $100,000. The advance bears interest at a rate of 10% per annum until repaid. As of June 29, 2024, the principal amount outstanding was $100,000. On May 28, 2024 and June 3, 2024, Novalk made short-term demand advances in the amount of $120,000 and $100,000, respectively, to the Company. Juan Yunis, an employee of Live Ventures, is the managing member of Novalk. The advances bears interest at a rate of 10% per annum until repaid. As of June 29, 2024, the principal amount outstanding was $220,000. During June 3, 2024, Tony Isaac made a number of short-term demand advances in the aggregate amount of $62,000 to the Company. The advances bears interest at a rate of 10% per annum until repaid. As of June 29, 2024, the principal amount outstanding was $62,000 (see Note 22). |
Subsequent event
Subsequent event | 6 Months Ended |
Jun. 29, 2024 | |
Subsequent Events [Abstract] | |
Subsequent event | Subsequent event The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have been no events that have occurred that would require adjustments to disclosures in its condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 29, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | B asis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information and notes required for complete financial statements prepared in conformity with U.S. GAAP. In our opinion, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. However, the Company’s results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in our Form 10-K for the fiscal year ended December 30, 2023. |
Principles of Consolidation | 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. |
Reclassifications | Reclassifications Certain amounts in the prior period have been reclassified to conform to the current period presentation. These reclassifications have no material effect on the reported financial results. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP 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 value in connection with the Series S convertible preferred stock issued in the Soin merger, the Series B and Series M preferred stock issued in the transaction, pursuant to which the Company acquired the ALT5 Subsidiary, valuation allowance against deferred tax assets, and estimated useful lives for intangible assets. |
Financial Instruments | Financial Instruments Financial instruments consist primarily of cash equivalents, trade and other 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. |
Digital Assets and other Receivables | Digital Assets and other Receivables |
Digital Assets and other Payables | Digital Assets and other Payables |
Revenue Recognition | Revenue Recognition Revenue recognition applies to the Company's Fintech segment only, as the Company's Biotech segment has not recognized revenue to date. Revenue is recognized under Topic 606 in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements: 1. Executed contracts with the Company’s customers that it believes are legally enforceable; 2. Identification of performance obligations in the respective contract; 3. Determination of the transaction price for each performance obligation in the respective contract; 4. Allocation of the transaction price to each performance obligation; and 5. Recognition of revenue only when the Company satisfies each performance obligation. These five elements, as applied to each of the Company’s revenue category, is summarized below: 1. Product sales – revenue is recognized at the time of sale of equipment to the customer. 2. Service sales – revenue is recognized based on when the service has been provided to the customer. The Company’s service is comprised of a single performance obligation to buy and sell or convert digital assets to currencies. That is, the Company is the counter party to all transactions between customers and liquidity providers and presents revenue for the fees earned on a net basis. The Company is acting as principal in all transactions, and control the digital assets being provided before it is transferred to the buyer, and has risk related to the digital assets, and is responsible for the fulfillment of the digital asset transactions. The Company sets the price for the digital assets by aggregating prices from several liquidity providers and displays them on the Company’s platform. As a result, the Company acts as a price discovery service and acts as a principal facilitating the ability for a customer to purchase or sell digital assets. The Company considers its performance obligation satisfied, and recognizes revenue, at the point in time the transaction is processed. Contracts with customers are usually open-ended and can be terminated by either party without a termination penalty. Therefore, contracts are defined at the transaction level and do not extend beyond the service already provided. |
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. |
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. |
Mergers and Acquisitions (Table
Mergers and Acquisitions (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Schedule of Fair Value Adjustments for Shares of Series B and Series M Preferred Stock | The fair value of the purchase price components outlined above was $16.0 million due to fair value adjustments for the shares of Series B and Series M Preferred Stock, as detailed below (in $000’s): Common stock $ 7,448 Series B preferred stock 8,552 Total purchase price $ 16,000 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The table below outlines the purchase price allocation of the purchase for ALT5 Subsidiary to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s): Total purchase price $ 16,000 Accounts payable 267 Digital assets payable 16,763 Debt 7,613 Total liabilities assumed 24,643 Total consideration 40,643 Cash 5,853 Accounts receivable 2,917 Digital assets receivable 9,082 Intangible assets Customer relationships $ 13,925 Trade names 2,675 Developed technology 1,850 Subtotal intangible assets 18,450 Other 492 Total assets acquired 36,794 Total goodwill $ 3,849 |
Schedule of Proforma Information | The table below presents selected proforma information for the Company for the thirteen and twenty-six week periods ended June 29, 2024, assuming that the acquisition had occurred on January 1, 2023 (the beginning of the Company’s 2023 fiscal year), pursuant to ASC 805-10-50 (in $000's). This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition occurred on that date, nor does it purport to predict the results of operations for future periods. As Reported Adjustments Proforma ALT5 Sigma Corporation Unaudited 13 weeks ended June 29, 2024 ALT5 Subsidiary Unaudited 13 weeks ended June 29, 2024 Adjustments(1) ALT5 Sigma Corporation for the 13 weeks ended June 29, 2024 Net revenue $ 2,169 $ 693 $ 2,862 Net income $ 589 $ 206 $ (269) $ 526 Earnings per basic common share $ 0.07 $ 0.06 Earnings per basic diluted share $ 0.07 $ 0.06 As Reported Adjustments Proforma ALT5 Sigma Corporation Unaudited 13 weeks ended July 1, 2023 ALT5 Subsidiary Unaudited 13 weeks ended July 1, 2023 Adjustments(1) ALT5 Sigma Corporation for the 13 weeks ended July 1, 2023 Net revenue $ — $ 2,021 $ 2,021 Net income $ 123 $ 1,157 $ (537) $ 743 Earnings per basic common share $ 0.03 $ 0.20 Earnings per basic diluted share $ 0.03 $ 0.20 As Reported Adjustments Proforma ALT5 Sigma Corporation Unaudited 26 weeks ended June 29, 2024 ALT5 Subsidiary Unaudited 26 weeks ended June 29, 2024 Adjustments(1) ALT5 Sigma Corporation for the 26 weeks ended June 29, 2024 Net revenue $ 2,169 $ 2,918 $ 5,087 Net income $ (1,555) $ 71 $ (806) $ (2,290) Earnings per basic common share $ (0.18) $ (0.27) Earnings per basic diluted share $ (0.18) $ (0.27) As Reported Adjustments Proforma ALT5 Sigma Corporation Unaudited 26 weeks ended July 1, 2023 ALT5 Subsidiary Unaudited 26 weeks ended July 1, 2023 Adjustments(1) ALT5 Sigma Corporation for the 26 weeks ended July 1, 2023 Net revenue $ — $ 3,254 $ 3,254 Net income $ 10,207 $ 1,392 $ (1,074) $ 10,525 Earnings per basic common share $ 2.97 $ 3.07 Earnings per basic diluted share $ 2.97 $ 3.07 (1) Adjustments are related to adjustments made for the following: • Amortization expense of definite-lived intangible assets has been adjusted based on the preliminary fair value at the acquisition date. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations in Consolidated Statements of Operations and Cash Flows | The results of operations for these entities for the 26 weeks ended June 29, 2024 and July 1, 2023 have been reflected as discontinued operations in the consolidated statements of operations and comprehensive income (loss) and consist of the following: 13 weeks ended 26 Weeks Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Revenues $ — $ — $ — $ 3,795 Cost of revenues — — — 3,992 Gross profit — — — (197) Operating expenses from discontinued operations: Selling, general and administrative expenses $ — $ — — 1,468 Gain on sale of ARCA — — — (15,824) Total operating expenses from discontinued operations — — — (14,356) Operating income from discontinued operations — — — 14,159 Other income (expense) from discontinued operations Interest expense, net — — — (181) Other income expense, net — 1 — (2) Total other income (loss), net — 1 $ — $ (183) Income before provision for income taxes from discontinued operations — 1 — 13,976 Income tax provision (benefit) — (43) — 3,186 Net income from discontinued operations $ — $ 44 $ — $ 10,790 26 weeks ended June 29, 2024 July 1, 2023 DISCONTINUED OPERATING ACTIVITIES: Net income from discontinued operations — 10,790 Depreciation and amortization — 96 Amortization of debt issuance costs — 11 Amortization of right-of-use assets — 53 Change in deferred taxes — 3,185 Gain on sale of ARCA, net of cash — (15,967) Gain on sale of GeoTraq — — Changes in assets and liabilities: Accounts receivable — 2,932 Inventories — 299 Prepaid expenses and other current assets — 55 Accounts payable and accrued expenses — 866 Net cash provided by operating activities from discontinued operations $ — $ 2,320 DISCONTINUED INVESTING ACTIVITIES: Purchases of property and equipment — (123) Purchase of intangible assets — (33) Net cash used in investing activities from discontinued operations $ — $ (156) DISCONTINUED FINANCING ACTIVITIES: Proceeds from note payable — 5,162 Payment on related party note — (38) Proceeds from issuance of short-term notes payable — (7,291) Payments on notes payable — (45) Net cash used in financing activities from discontinued operations $ — $ (2,212) Effect of changes in exchange rate on cash and cash equivalents — (5) DECREASE IN CASH AND CASH EQUIVALENTS — (53) CASH AND CASH EQUIVALENTS, beginning of period — 53 CASH AND CASH EQUIVALENTS, end of period $ — $ — |
Trade and other receivables (Ta
Trade and other receivables (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Receivables [Abstract] | |
Schedule of Trade and Other Receivables | The Company’s trade and other receivables as of June 29, 2024 and December 30, 2023, respectively, were as follows (in $000’s): June 29, December 30, Trade receivables 865 — Interest receivable - SPYR 69 266 Other receivables 50 — Trade and other receivables, net $ 984 $ 266 |
Prepaids and other current as_2
Prepaids and other current assets (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaids and Other Current Assets | Prepaids and other current assets as of June 29, 2024 and December 30, 2023 consist of the following (in $000’s): June 29, December 30, Prepaid consulting agreements $ 1,145 $ 3 Prepaid insurance 3 72 Prepaid other 512 — Total prepaid expenses and other current assets $ 1,660 $ 75 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of June 29, 2024 and December 30, 2023 consist of the following: June 29, 2024 December 30, 2023 Projects under construction $ 1,170 $ — Total property and equipment, net $ 1,170 $ — |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Leases [Abstract] | |
Schedule of Company's Right of Use Assets and Lease Liabilities | The following table details the Company's right of use assets and lease liabilities as of June 29, 2024 and December 30, 2023 (in $000's): June 29, 2024 December 30, 2023 Right of use asset - operating leases $ 186 $ — Lease liabilities: Current - operating 59 — Long term - operating 127 — |
Schedule of Present Value of Future Lease Payments of Operating Leases | Total present value of future lease payments of operating leases as of June 29, 2024 (in $000's): Twelve months ended 2025 $ 77 2026 77 2027 65 Total 219 Less implied interest (33) Present value of payments $ 186 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets as of June 29, 2024 and December 30, 2023 consist of the following (in $000’s): June 29, December 30, Soin intangibles * $ 19,293 $ 19,293 Customer relationships 13,925 — Trade names 2,675 — Developed technology 1,850 — Patents and domains $ 4 $ 4 Intangible assets 37,747 19,297 Less accumulated amortization (2,751) (1,451) Total intangible assets $ 34,996 $ 17,846 * The Soin intangibles acquired by the Company consist of the following: 1. Two pending patents and one approved patent 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. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Marketable Securities [Abstract] | |
Schedule of Marketable Securities | Marketable securities in connection with SPYR's acquisition of GeoTraq consist of the following (in $000’s, except shares): Series G Convertible Preferred Shares Common Shares Equivalent Amount Beginning Balance, December 30, 2023 9,224 952,442,000 $ 286 Securities received 8,469 846,900,000 84 Mark-to-market — — (190) Ending Balance, March 30, 2024 17,693 1,799,342,000 180 Securities received 25,407 25,407,000,000 434 Mark-to-market — — (180) Ending Balance, June 29, 2024 43,100 27,206,342,000 $ 434 |
Deposits and Other Assets (Tabl
Deposits and Other Assets (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Deposits and Other Assets | Deposits and other assets as of June 29, 2024 and December 30, 2023 consist of the following (in $000’s): June 29, December 30, Other — 9 Total deposits and other assets $ — $ 9 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities as of June 29, 2024 and December 30, 2023 consist of the following (in $000’s): June 29, December 30, Compensation and benefits 46 37 Accrued guarantees 1,209 3,049 Accrued Legal 397 — Accrued taxes 110 102 Accrued litigation settlement 650 397 Other 26 48 Total accrued expenses $ 2,438 $ 3,633 |
Debentures (Tables)
Debentures (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debentures Outstanding | Debentures outstanding as of June 29, 2024 and December 30, 2023 consisted for the following (in $000's): June 29, December 30, Interest rate of 12%, maturity date of June 30, 2024 $ 576 $ — Interest rate of 12%, maturity date of June 30, 2025 1,110 — Total debentures $ 1,686 $ — Long-term debt as of June 29, 2024 and December 30, 2023 consisted of the following (in $000's): June 29, December 30, Legacy subsidiary fixed deposits $ 2,134 $ — Legacy subsidiary loan 3,167 — Unaffiliated third-party 1,735 — Other 76 — Total notes payable, related parties 7,112 — Less current portion (3,244) — Total long-term notes payable, related parties $ 3,868 $ — |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Debentures outstanding as of June 29, 2024 and December 30, 2023 consisted for the following (in $000's): June 29, December 30, Interest rate of 12%, maturity date of June 30, 2024 $ 576 $ — Interest rate of 12%, maturity date of June 30, 2025 1,110 — Total debentures $ 1,686 $ — Long-term debt as of June 29, 2024 and December 30, 2023 consisted of the following (in $000's): June 29, December 30, Legacy subsidiary fixed deposits $ 2,134 $ — Legacy subsidiary loan 3,167 — Unaffiliated third-party 1,735 — Other 76 — Total notes payable, related parties 7,112 — Less current portion (3,244) — Total long-term notes payable, related parties $ 3,868 $ — |
Related Party Debt (Tables)
Related Party Debt (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Payable to Related Parties | Long-term debt payable to related parties (see Note 20) as of June 29, 2024 and December 30, 2023 consisted of the following (in $000's): June 29, December 30, Isaac Capital Group $ — $ 707 Isaac Capital Group, 10% interest rate, matures December 31, 2024 312 — Live Ventures Incorporated, 10% interest rate, matures December 31, 2024 312 — Jon Isaac consulting agreement, 10% interest rate, matures March 4, 2026 516 Isaac Capital Group short-term demand advance, 10% interest rate 100 — Novalk Apps SAA, LLP short-term demand advance, 10% interest rate 220 — Tony Isaac short-term demand advance, 10% interest rate 62 — Total notes payable, related parties 1,522 707 Less current portion (1,006) — Total long-term notes payable, related parties $ 516 $ 707 |
Schedule of Debt Maturities | Twelve months ending June 29, 2025 $ 1,006 2026 516 Total future maturities of long-term debt, related parties $ 1,522 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Stockholders' Equity Note [Abstract] | |
Schedule of all Outstanding Options | Additional information relating to all outstanding options is as follows: Options Weighted Aggregate Weighted Outstanding at December 30, 2023 114,000 $ 5.68 $ — 6.1 Outstanding at March 30, 2024 114,000 $ 5.68 $ 11 5.9 Cancelled/expired (6,000) $ 17.35 Balance at June 29, 2024 108,000 $ 5.03 $ 7 6.0 Exercisable at June 29, 2024 108,000 $ 5.03 $ 7 6.0 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share | The following table presents the computation of basic and diluted net income (loss) per share (in $000’s, except share and per–share data): For the Thirteen Weeks Ended For the Twenty-Six Weeks Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Continuing Operations Basic Net income (loss) from continuing operations $ 589 $ 79 $ (1,555) $ (583) Weighted average common shares outstanding 8,404,102 3,665,887 8,426,349 3,432,374 Basic income (loss) per share from continuing operations $ 0.07 $ 0.02 $ (0.18) $ (0.17) Diluted Net income (loss) from continuing operations $ 589 $ 79 $ (1,555) $ (583) Weighted average common shares outstanding 8,404,102 3,665,887 8,426,349 3,432,374 Diluted income (loss) per share from continuing operations $ 0.07 $ 0.02 $ (0.18) $ (0.17) Discontinued Operations Basic Net income from discontinued operations $ — $ 44 $ — $ 10,790 Weighted average common shares outstanding 8,404,102 3,665,887 8,426,349 3,432,374 Basic income per share from discontinued operations $ — $ 0.01 $ — $ 3.14 Diluted Net income from discontinued operations $ — $ 44 $ — $ 10,790 Weighted average common shares outstanding 8,404,102 3,665,887 8,426,349 3,432,374 Diluted income per share from discontinued operations $ — $ 0.01 $ — $ 3.14 Total Basic Net income $ 589 $ 123 $ (1,555) $ 10,207 Weighted average common shares outstanding 8,404,102 3,665,887 8,426,349 3,432,374 Basic income per share $ 0.07 $ 0.03 $ (0.18) $ 2.97 Diluted Net income $ 589 $ 123 $ (1,555) $ 10,207 Weighted average common shares outstanding 8,404,102 3,665,887 8,426,349 3,432,374 Diluted income per share $ 0.07 $ 0.03 $ (0.18) $ 2.97 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following tables present our segment information for the 13 and 26 weeks ended June 29, 2024 and July 1, 2023 (in $000’s): Thirteen Weeks Ended Twenty-Six Weeks Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Revenues Biotechnology $ — $ — $ — $ — Fintech 2,169 — 2,169 — Discontinued operations — — — 3,795 Total Revenues $ 2,169 $ — $ 2,169 $ 3,795 Gross profit Biotechnology $ — $ — $ — $ — Fintech 1,098 — 1,098 — Discontinued operations — — — (197) Total Gross profit $ 1,098 $ — $ 1,098 $ (197) Operating income (loss) Biotechnology $ (3,177) $ (1,060) $ (4,983) $ (2,159) Fintech 261 — 261 — Discontinued operations — — — 14,159 Total Operating income (loss) $ (2,916) $ (1,060) $ (4,722) $ 12,000 Depreciation and amortization Biotechnology $ — $ 362 $ — $ 726 Fintech 179 — 179 — Discontinued operations — — — 96 Total Depreciation and amortization $ 179 $ 362 $ 179 $ 822 Interest (income) expense, net Biotechnology $ (161) $ (365) $ 91 $ (840) Fintech 157 — 157 — Discontinued operations — — — 181 Total Interest expense, net $ (4) $ (365) $ 248 $ (659) Net income (loss) before income taxes Biotechnology $ (3,112) $ 62 $ (5,331) $ (827) Fintech 850 — 850 — Discontinued operations — 1 — 13,976 Total Net income before income taxes $ (2,262) $ 63 $ (4,481) $ 13,149 |
Background (Details)
Background (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 29, 2024 USD ($) | Jul. 01, 2023 USD ($) | Jun. 29, 2024 USD ($) segment | Jul. 01, 2023 USD ($) | Mar. 30, 2024 USD ($) | Dec. 30, 2023 USD ($) | Apr. 01, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Number of operating segments | segment | 3 | |||||||
Potential market exclusivity period (in years) | 7 years | |||||||
Net loss from continuing operations | $ (589) | $ (79) | $ 1,555 | $ 583 | ||||
Current assets | 30,885 | 30,885 | $ 346 | |||||
Current liabilities | 42,511 | 42,511 | 5,905 | |||||
Net negative working capital | 11,600 | 11,600 | ||||||
Cash used in operating activities | 464 | |||||||
Stockholders' equity | $ 22,930 | $ 13,688 | $ 22,930 | $ 13,688 | $ 3,773 | $ (3,308) | $ 13,560 | $ 2,307 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Jun. 29, 2024 | Dec. 30, 2023 |
Accounting Policies [Abstract] | ||
Digital assets receivable | $ 22,477 | $ 0 |
Digital assets payable | $ 28,241 | $ 0 |
Mergers and Acquisitions - Addi
Mergers and Acquisitions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
May 15, 2024 | Jan. 24, 2024 | Dec. 28, 2022 | Mar. 30, 2024 | Jun. 29, 2024 | Jun. 29, 2024 | Jul. 01, 2023 | May 09, 2024 | Dec. 30, 2023 | |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 7,724 | $ 7,724 | $ 0 | ||||||
Non-cash fair value adjustment of deferred tax liabilities | 2,927 | $ 0 | |||||||
Alt 5 Sigma, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of shares issued or issuable (in shares) | 1,799,100 | ||||||||
Percentage of shares acquired | 19.90% | ||||||||
Share price (in usd per share) | $ 4.14 | ||||||||
Goodwill | $ 3,849 | ||||||||
Goodwill expected to be deductible for tax purposes | 0 | ||||||||
Non-cash fair value adjustment of deferred tax liabilities | $ 3,900 | ||||||||
Fair value of convertible tranche | $ 16,000 | ||||||||
Alt 5 Sigma, Inc. | Series B preferred stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of shares issued or issuable (in shares) | 34,207 | ||||||||
Fair value of convertible tranche | $ 8,552 | ||||||||
Alt 5 Sigma, Inc. | Series M Preferred | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of shares issued or issuable (in shares) | 3,200 | ||||||||
Soin Therapeutics LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash payment tendered | $ 100 | ||||||||
Soin Therapeutics LLC | Soin Agreement Convertible Tranche One | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value of convertible tranche | $ 3,000 | $ 2,700 | |||||||
Soin Therapeutics LLC | Soin Agreement Convertible Tranche Two | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value of convertible tranche | 10,000 | 8,000 | |||||||
Soin Therapeutics LLC | Soin Agreement Convertible Tranche Three | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value of convertible tranche | $ 3,900 | $ 17,000 | |||||||
Soin Therapeutics LLC | Business Acquisition, Consideration, Tranche One | |||||||||
Business Acquisition [Line Items] | |||||||||
Tranche payments due | 100 | ||||||||
Soin Therapeutics LLC | Business Acquisition, Consideration, Tranche Two | |||||||||
Business Acquisition [Line Items] | |||||||||
Tranche payments due | $ 2,800 | ||||||||
Soin Therapeutics LLC | Series S Convertible Preferred Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value of convertible tranche | $ 3,000 |
Mergers and Acquisitions - Sche
Mergers and Acquisitions - Schedule of Fair Value Adjustments for Shares of Series B and Series M Preferred Stock (Details) - Alt 5 Sigma, Inc. $ in Thousands | May 15, 2024 USD ($) |
Business Combination Segment Allocation [Line Items] | |
Fair value of convertible tranche | $ 16,000 |
Total purchase price | 16,000 |
Common stock | |
Business Combination Segment Allocation [Line Items] | |
Fair value of convertible tranche | 7,448 |
Series B preferred stock | |
Business Combination Segment Allocation [Line Items] | |
Fair value of convertible tranche | $ 8,552 |
Mergers and Acquisitions - Sc_2
Mergers and Acquisitions - Schedule of Purchase Price Allocation of Purchase for Alt-5 to Identifiable Assets, Liabilities Assumed and Goodwill (Details) - USD ($) $ in Thousands | May 15, 2024 | Jun. 29, 2024 | Dec. 30, 2023 |
Business Combination Segment Allocation [Line Items] | |||
Total goodwill | $ 7,724 | $ 0 | |
Alt 5 Sigma, Inc. | |||
Business Combination Segment Allocation [Line Items] | |||
Total purchase price | $ 16,000 | ||
Accounts payable | 267 | ||
Digital assets payable | 16,763 | ||
Debt | 7,613 | ||
Total liabilities assumed | 24,643 | ||
Total consideration | 40,643 | ||
Cash | 5,853 | ||
Accounts receivable | 2,917 | ||
Digital assets receivable | 9,082 | ||
Intangible assets | 18,450 | ||
Other | 492 | ||
Total assets acquired | 36,794 | ||
Total goodwill | 3,849 | ||
Alt 5 Sigma, Inc. | Customer relationships | |||
Business Combination Segment Allocation [Line Items] | |||
Intangible assets | 13,925 | ||
Alt 5 Sigma, Inc. | Trade names | |||
Business Combination Segment Allocation [Line Items] | |||
Intangible assets | 2,675 | ||
Alt 5 Sigma, Inc. | Developed technology | |||
Business Combination Segment Allocation [Line Items] | |||
Intangible assets | $ 1,850 |
Mergers and Acquisitions - Sc_3
Mergers and Acquisitions - Schedule of Proforma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 29, 2024 | Mar. 30, 2024 | Jul. 01, 2023 | Apr. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Business Combination Segment Allocation [Line Items] | ||||||
Net revenue | $ 2,169 | $ 0 | $ 2,169 | $ 0 | ||
Net income | $ 589 | $ (2,144) | $ 123 | $ 10,085 | $ (1,555) | $ 10,207 |
Earnings per basic common share (in usd per share) | $ 0.07 | $ 0.03 | $ (0.18) | $ 2.97 | ||
Earnings per basic diluted share (in usd per share) | $ 0.07 | $ 0.03 | $ (0.18) | $ 2.97 | ||
Adjustments | ||||||
Business Combination Segment Allocation [Line Items] | ||||||
Net income | $ (269) | $ (537) | $ (806) | $ (1,074) | ||
Proforma | ||||||
Business Combination Segment Allocation [Line Items] | ||||||
Net revenue | 2,862 | 2,021 | 5,087 | 3,254 | ||
Net income | $ 526 | $ 743 | $ (2,290) | $ 10,525 | ||
Earnings per basic common share (in usd per share) | $ 0.06 | $ 0.20 | $ (0.27) | $ 3.07 | ||
Earnings per basic diluted share (in usd per share) | $ 0.06 | $ 0.20 | $ (0.27) | $ 3.07 | ||
Alt 5 Sigma, Inc. | ||||||
Business Combination Segment Allocation [Line Items] | ||||||
Business acquisition, proforma revenue | $ 693 | $ 2,021 | $ 2,918 | $ 3,254 | ||
Business acquisition, proforma net income | $ 206 | $ 1,157 | $ 71 | $ 1,392 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations in Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Operating expenses from discontinued operations: | ||||
Gain on sale of ARCA | $ 0 | $ (1) | $ 0 | $ (13,976) |
Discontinued Operations | ARCA And Subsidiaries | Recycling Segment | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Revenues | 0 | 0 | 0 | 3,795 |
Cost of revenues | 0 | 0 | 0 | 3,992 |
Gross profit | 0 | 0 | 0 | (197) |
Operating expenses from discontinued operations: | ||||
Selling, general and administrative expenses | 0 | 0 | 0 | 1,468 |
Gain on sale of ARCA | 0 | 0 | 0 | (15,824) |
Total operating expenses from discontinued operations | 0 | 0 | 0 | (14,356) |
Operating income from discontinued operations | 0 | 0 | 0 | 14,159 |
Other income (expense) from discontinued operations | ||||
Interest expense, net | 0 | 0 | 0 | (181) |
Other income expense, net | 0 | 1 | 0 | (2) |
Total other income (loss), net | 0 | 1 | 0 | (183) |
Income before provision for income taxes from discontinued operations | 0 | 1 | 0 | 13,976 |
Income tax provision (benefit) | 0 | (43) | 0 | 3,186 |
Net income from discontinued operations | $ 0 | $ 44 | $ 0 | $ 10,790 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Discontinued Operations in Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
DISCONTINUED OPERATING ACTIVITIES: | ||||
Net income from discontinued operations | $ 0 | $ 44 | $ 0 | $ 10,790 |
Depreciation and amortization | 1,300 | 727 | ||
Changes in assets and liabilities: | ||||
Accounts receivable | 1,730 | 342 | ||
Net cash provided by operating activities from discontinued operations | 0 | 2,320 | ||
DISCONTINUED INVESTING ACTIVITIES: | ||||
Net cash used in investing activities from discontinued operations | 0 | (156) | ||
DISCONTINUED FINANCING ACTIVITIES: | ||||
Proceeds from note payable | 577 | 0 | ||
Payments on notes payable | 251 | 274 | ||
Net cash used in financing activities from discontinued operations | 0 | (2,212) | ||
Effect of changes in exchange rate on cash and cash equivalents | (807) | 17 | ||
DECREASE IN CASH AND CASH EQUIVALENTS | 5,759 | 54 | ||
CASH AND CASH EQUIVALENTS, beginning of period | 5 | 115 | ||
CASH AND CASH EQUIVALENTS, end of period | 5,764 | 169 | 5,764 | 169 |
Discontinued Operations | ARCA And Subsidiaries | Recycling Segment | ||||
DISCONTINUED OPERATING ACTIVITIES: | ||||
Net income from discontinued operations | 0 | 10,790 | ||
Depreciation and amortization | 0 | 96 | ||
Amortization of debt issuance costs | 0 | 11 | ||
Amortization of right-of-use assets | 0 | 53 | ||
Change in deferred taxes | 0 | 3,185 | ||
Gain on sale of ARCA, net of cash | 0 | (15,967) | ||
Gain on sale of GeoTraq | 0 | 0 | ||
Changes in assets and liabilities: | ||||
Accounts receivable | 0 | 2,932 | ||
Inventories | 0 | 299 | ||
Prepaid expenses and other current assets | 0 | 55 | ||
Accounts payable and accrued expenses | 0 | 866 | ||
Net cash provided by operating activities from discontinued operations | 0 | 2,320 | ||
DISCONTINUED INVESTING ACTIVITIES: | ||||
Purchases of property and equipment | 0 | (123) | ||
Purchase of intangible assets | 0 | (33) | ||
Net cash used in investing activities from discontinued operations | 0 | (156) | ||
DISCONTINUED FINANCING ACTIVITIES: | ||||
Proceeds from note payable | 0 | 5,162 | ||
Payment on related party note | 0 | (38) | ||
Proceeds from issuance of short-term notes payable | 0 | (7,291) | ||
Payments on notes payable | 0 | 45 | ||
Net cash used in financing activities from discontinued operations | 0 | (2,212) | ||
Effect of changes in exchange rate on cash and cash equivalents | 0 | (5) | ||
DECREASE IN CASH AND CASH EQUIVALENTS | 0 | (53) | ||
CASH AND CASH EQUIVALENTS, beginning of period | 0 | 53 | ||
CASH AND CASH EQUIVALENTS, end of period | $ 0 | $ 0 | $ 0 | $ 0 |
Trade and other receivables (De
Trade and other receivables (Details) - USD ($) $ in Thousands | Jun. 29, 2024 | Dec. 30, 2023 |
Receivables [Abstract] | ||
Trade receivables | $ 865 | $ 0 |
Interest receivable - SPYR | 69 | 266 |
Other receivables | 50 | 0 |
Trade and other receivables, net | $ 984 | $ 266 |
Prepaids and other current as_3
Prepaids and other current assets (Details) - USD ($) $ in Thousands | Jun. 29, 2024 | Dec. 30, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid consulting agreements | $ 1,145 | $ 3 |
Prepaid insurance | 3 | 72 |
Prepaid other | 512 | 0 |
Total prepaid expenses and other current assets | $ 1,660 | $ 75 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 29, 2024 | Dec. 30, 2023 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, net | $ 1,170 | $ 0 |
Projects under construction | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, net | $ 1,170 | $ 0 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 29, 2024 | Jul. 01, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0 | $ 0 |
Leases - Schedule of Company's
Leases - Schedule of Company's Right of Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 29, 2024 | Dec. 30, 2023 |
Leases [Abstract] | ||
Right of use asset - operating leases | $ 186 | $ 0 |
Current - operating | 59 | 0 |
Long term - operating | $ 127 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 29, 2024 | Jul. 01, 2023 | |
Leases [Abstract] | ||
Weighted average lease term (in years) | 2 years 8 months 12 days | |
Weighted average discount rate (as a percent) | 11.50% | |
Cash payment for operating leases | $ 39,000 | $ 0 |
Right of use assets and liabilities upon commencement of operating leases | $ 186,000 |
Leases - Schedule of Present Va
Leases - Schedule of Present Value of Future Lease Payments of Operating Leases (Details) $ in Thousands | Jun. 29, 2024 USD ($) |
Leases [Abstract] | |
2025 | $ 77 |
2026 | 77 |
2027 | 65 |
Total | 219 |
Less implied interest | (33) |
Present value of payments | $ 186 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) $ in Thousands | Jun. 29, 2024 USD ($) patent | Dec. 30, 2023 USD ($) patent |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 37,747 | $ 19,297 |
Less accumulated amortization | (2,751) | (1,451) |
Total intangible assets | $ 34,996 | $ 17,846 |
Number of pending patents | patent | 2 | 2 |
Number of approved patents | patent | 1 | 1 |
Soin Intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 19,293 | $ 19,293 |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | 13,925 | 0 |
Trade names | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | 2,675 | 0 |
Developed technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | 1,850 | 0 |
Patents and domains | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 4 | $ 4 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible amortization expense | $ 660 | $ 363 | $ 1,300 | $ 726 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 29, 2024 | Mar. 30, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Marketable Securities, Value [Roll Forward] | |||||
Beginning balance | $ 180 | $ 286 | $ 286 | ||
Securities received | 434 | 84 | |||
Mark-to-market | (180) | (190) | $ 0 | (370) | $ (247) |
Ending balance | $ 434 | $ 180 | $ 434 | ||
Series G Convertible Preferred Shares | |||||
Marketable Securities, Shares [Roll Forward] | |||||
Beginning balance (in shares) | 17,693 | 9,224 | 9,224 | ||
Securities received (in shares) | 25,407 | 8,469 | |||
Ending balance (in shares) | 43,100 | 17,693 | 43,100 | ||
Common Shares Equivalent | |||||
Marketable Securities, Shares [Roll Forward] | |||||
Beginning balance (in shares) | 1,799,342,000 | 952,442,000 | 952,442,000 | ||
Securities received (in shares) | 25,407,000,000 | 846,900,000 | |||
Ending balance (in shares) | 27,206,342,000 | 1,799,342,000 | 27,206,342,000 |
Deposits and Other Assets (Deta
Deposits and Other Assets (Details) - USD ($) $ in Thousands | Jun. 29, 2024 | Dec. 30, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other | $ 0 | $ 9 |
Total deposits and other assets | $ 0 | $ 9 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 29, 2024 | Dec. 30, 2023 |
Payables and Accruals [Abstract] | ||
Compensation and benefits | $ 46 | $ 37 |
Accrued guarantees | 1,209 | 3,049 |
Accrued Legal | 397 | 0 |
Accrued taxes | 110 | 102 |
Accrued litigation settlement | 650 | 397 |
Other | 26 | 48 |
Total accrued expenses | $ 2,438 | $ 3,633 |
Debentures - Schedule of Debent
Debentures - Schedule of Debentures Outstanding (Details) - Debentures - USD ($) $ in Thousands | Jun. 29, 2024 | Dec. 30, 2023 |
Debt Instrument [Line Items] | ||
Total debentures | $ 1,686 | $ 0 |
12% Debentures Maturing June 30, 2024 | ||
Debt Instrument [Line Items] | ||
Debt interest rate (as a percent) | 12% | |
Total debentures | $ 576 | $ 0 |
12% Debentures Maturing June 30, 2025 | ||
Debt Instrument [Line Items] | ||
Debt interest rate (as a percent) | 12% | |
Total debentures | $ 1,110 | $ 0 |
Debentures - Additional Informa
Debentures - Additional Information (Details) - Debentures - debenture | 12 Months Ended | ||
Sep. 30, 2019 | Jun. 29, 2024 | Dec. 30, 2023 | |
Debt Instrument [Line Items] | |||
Number of debentures issued | 39 | ||
12% Debentures Maturing June 30, 2025 | |||
Debt Instrument [Line Items] | |||
Debt interest rate (as a percent) | 12% | ||
12% Debentures Maturing June 30, 2024 | |||
Debt Instrument [Line Items] | |||
Debt interest rate (as a percent) | 12% |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - Long-Term Debt [Member] - Related Party - USD ($) $ in Thousands | Jun. 29, 2024 | Dec. 30, 2023 |
Debt Instrument [Line Items] | ||
Total notes payable, related parties | $ 7,112 | $ 0 |
Less current portion | (3,244) | 0 |
Total long-term notes payable, related parties | 3,868 | 0 |
Legacy subsidiary fixed deposits | ||
Debt Instrument [Line Items] | ||
Total notes payable, related parties | 2,134 | 0 |
Legacy subsidiary loan | ||
Debt Instrument [Line Items] | ||
Total notes payable, related parties | 3,167 | 0 |
Unaffiliated third-party | ||
Debt Instrument [Line Items] | ||
Total notes payable, related parties | 1,735 | 0 |
Other | ||
Debt Instrument [Line Items] | ||
Total notes payable, related parties | $ 76 | $ 0 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - Related Party - USD ($) $ / shares in Units, shares in Thousands | Apr. 12, 2024 | Apr. 10, 2024 | Mar. 25, 2024 | Mar. 22, 2024 | Jun. 29, 2024 | Apr. 30, 2024 | Feb. 07, 2024 | Dec. 30, 2023 |
Long-Term Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding aggregate obligations | $ 7,112,000 | $ 0 | ||||||
Legacy subsidiary fixed deposits | Long-Term Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt face amount | $ 2,400,000 | |||||||
Debt interest rate (as a percent) | 12% | |||||||
Outstanding aggregate obligations | $ 2,134,000 | 0 | ||||||
Legacy subsidiary loan | Long-Term Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt interest rate (as a percent) | 15% | |||||||
Outstanding aggregate obligations | $ 3,167,000 | $ 0 | ||||||
Isaac Capital Group Promissory Note | Promissory Note | Notes Payable With Live Ventures and ICG | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt face amount | $ 1,200,000 | |||||||
Conversion price (in usd per share) | $ 0.61 | |||||||
Debt conversion, converted amount | $ 60,900 | $ 183,000 | ||||||
Debt conversion, converted (in shares) | 100 | 300 | ||||||
Principal outstanding balance | 952,000 | |||||||
Live Note | Promissory Note | Notes Payable With Live Ventures and ICG | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt face amount | $ 1,000,000 | |||||||
Conversion price (in usd per share) | $ 0.61 | |||||||
Debt conversion, converted amount | $ 60,900 | $ 183,000 | ||||||
Debt conversion, converted (in shares) | 100 | 300 | ||||||
Principal outstanding balance | $ 782,000 |
Related Party Debt - Schedule o
Related Party Debt - Schedule of Long-Term Debt Payable to Related Parties (Details) - Related Party - USD ($) $ in Thousands | Jun. 29, 2024 | Jun. 03, 2024 | May 28, 2024 | Apr. 18, 2024 | Mar. 04, 2024 | Feb. 07, 2024 | Dec. 30, 2023 | Jul. 01, 2023 |
Short Term Advances | Novalk Apps SAA, LLP | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt interest rate (as a percent) | 10% | 10% | 10% | 10% | ||||
Short Term Advances | Mr. Tony Isaac | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt interest rate (as a percent) | 10% | 10% | 10% | |||||
Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable, related parties | $ 1,522 | $ 707 | ||||||
Less current portion | (1,006) | 0 | ||||||
Total long-term notes payable, related parties | 516 | 707 | ||||||
Isaac Capital Group | Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable, related parties | 0 | 707 | ||||||
Note Payable To Isaac Capital Group | Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable, related parties | 312 | 0 | ||||||
Note Payable To Isaac Capital Group | Notes Payable | Notes Payable With Live Ventures and ICG | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt interest rate (as a percent) | 10% | |||||||
Note Payable To Live Venture Incorporated | Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable, related parties | $ 312 | $ 0 | ||||||
Debt interest rate (as a percent) | 10% | |||||||
10% Convertible Promissory Note | Notes Payable | Isaac Consulting Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt interest rate (as a percent) | 10% | 10% | 10% | |||||
Note Payable To Jon Isaac Consulting Agreement | Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable, related parties | $ 516 | |||||||
Isaac Capital Group Short-Term Demand Advance | Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable, related parties | 100 | $ 0 | ||||||
Isaac Capital Group Short-Term Demand Advance | Notes Payable | Isaac Capital Group Promissory Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable, related parties | $ 100 | |||||||
Debt interest rate (as a percent) | 10% | 10% | 10% | |||||
Novalk Apps SAA, LLP | Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable, related parties | $ 220 | $ 0 | ||||||
Tony Isaac Short Term Demand Advance | Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable, related parties | $ 62 | $ 0 |
Related Party Debt - Schedule_2
Related Party Debt - Schedule of Future Maturities of Long Term Debt (Details) - Notes Payable Related Parties - Related Party $ in Thousands | Jun. 29, 2024 USD ($) |
Debt Instrument [Line Items] | |
2025 | $ 1,006 |
2026 | 516 |
Total notes payable, related parties | $ 1,522 |
Related Party Debt - Additional
Related Party Debt - Additional Information (Details) - Related Party - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Jun. 06, 2024 | Jun. 03, 2024 | May 28, 2024 | Apr. 18, 2024 | Mar. 25, 2024 | Mar. 22, 2024 | Mar. 04, 2024 | Jun. 29, 2024 | Feb. 07, 2024 | Dec. 30, 2023 |
Promissory note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principle outstanding balance | $ 1,522 | $ 707 | ||||||||
Promissory note | Isaac Capital Group Short-Term Demand Advance | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principle outstanding balance | 100 | $ 0 | ||||||||
Isaac Capital Group Promissory Note | Promissory note | Isaac Capital Group Promissory Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion price (in usd per share) | $ 0.61 | |||||||||
Debt face amount | $ 1,200 | |||||||||
Debt conversion, converted amount | $ 183 | |||||||||
Principle outstanding balance | 312 | |||||||||
Isaac Capital Group Promissory Note | Promissory note | Isaac Capital Group Promissory Note | Equity Unit Purchase Agreements | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt conversion, converted (in shares) | 300 | |||||||||
Isaac Capital Group Promissory Note | Promissory note | Isaac Capital Group Short-Term Demand Advance | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principle outstanding balance | $ 100 | |||||||||
Proceeds from short-term demand advances | $ 100 | |||||||||
Debt interest rate (as a percent) | 10% | 10% | 10% | |||||||
Live Venture Incorporated | Promissory note | Live Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion price (in usd per share) | $ 0.61 | |||||||||
Debt face amount | $ 1,000 | |||||||||
Debt conversion, converted amount | $ 183 | |||||||||
Principle outstanding balance | $ 312 | |||||||||
Live Venture Incorporated | Promissory note | Live Note | Equity Unit Purchase Agreements | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt conversion, converted (in shares) | 300 | |||||||||
Isaac Consulting Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term of consulting agreement (in years) | 1 year | 6 months | ||||||||
Isaac Consulting Agreement | Promissory note | 10% Convertible Promissory Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt face amount | $ 500 | |||||||||
Debt interest rate (as a percent) | 10% | 10% | 10% | |||||||
Debt instrument term (in years) | 2 years | |||||||||
Mr. Jon Isaac | Isaac Consulting Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principle outstanding balance | $ 516 | |||||||||
Term of consulting agreement (in years) | 2 years | |||||||||
Per share value of the restricted shares issued (in usd per share) | $ 1.16 | |||||||||
Mr. Jon Isaac | Isaac Consulting Agreement | 10% Convertible Promissory Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term of consulting agreement (in years) | 2 years | |||||||||
Novalk Apps SAA, LLP | Short Term Advances | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from short-term demand advances | $ 100 | $ 120 | ||||||||
Debt interest rate (as a percent) | 10% | 10% | 10% | 10% | ||||||
Principal amount outstanding of short term advances | $ 220 | |||||||||
Mr. Tony Isaac | Short Term Advances | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from short-term demand advances | $ 62 | |||||||||
Debt interest rate (as a percent) | 10% | 10% | 10% | |||||||
Principal amount outstanding of short term advances | $ 62 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 6 Months Ended | |||||||||||||||
May 28, 2024 USD ($) payment | Apr. 10, 2024 USD ($) $ / shares | 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 ($) installment | Apr. 09, 2021 USD ($) | Feb. 01, 2021 USD ($) | Jun. 29, 2024 USD ($) tranche | Dec. 30, 2023 USD ($) guarantee | Aug. 02, 2021 officer | Jan. 02, 2021 USD ($) | Dec. 30, 2017 landlord | |
SEC Complaint | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Number of executive officers named in complaint | officer | 1 | |||||||||||||||
Penalty awarded | $ 250,000 | |||||||||||||||
Number of quarterly payments | payment | 4 | |||||||||||||||
Quarterly payment amounts | $ 62,500 | |||||||||||||||
Skybridge Litigation | Promissory Note | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Debt face amount | $ 147,956.47 | |||||||||||||||
Debt interest rate (as a percent) | 10% | |||||||||||||||
Conversion price (in usd per share) | $ / shares | $ 2.60 | |||||||||||||||
Skybridge Litigation | SA | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Damages assessed plus interest and attorney fees | $ 433,920.03 | $ 715,000 | ||||||||||||||
Skybridge Litigation | SA | Interest, Fees, And Costs And Attorneys' Fees | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Damages assessed plus interest and attorney fees | $ 475,000 | |||||||||||||||
Skybridge Litigation | SA | Statutory Interest | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Damages assessed plus interest and attorney fees | $ 422,000 | |||||||||||||||
Skybridge Litigation | SA | Legal Fees | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Damages assessed plus interest and attorney fees | $ 18,123.5 | |||||||||||||||
GeoTraq Litigation | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Number of quarterly installments | installment | 10 | |||||||||||||||
GeoTraq Litigation | Common Stock | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Conversion of stock, shares issued (in shares) | shares | 289,421 | 153,941 | ||||||||||||||
GeoTraq Litigation | Series A-1 Preferred | ||||||||||||||||
Loss Contingencies [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 Litigation | GeoTraq Inc. | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Damages sought value | $ 1,950,000 | |||||||||||||||
Payments for legal settlements | $ 170,000 | $ 250,000 | ||||||||||||||
Percent of prepayment tender restrictions | 50% | |||||||||||||||
Conversion of stock, shares issued (in shares) | shares | 103,707 | |||||||||||||||
Alixpartners, LLC Litigation | Alixpartners, LLC | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Penalty awarded | 125,000 | |||||||||||||||
Damages assessed plus interest and attorney fees | $ 450,000 | |||||||||||||||
Damages sought value | $ 345,000 | |||||||||||||||
Number of tranches | tranche | 2 | |||||||||||||||
Main / 270, LLC Litigation | Trustees Main/270, LLC | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Damages sought value | $ 90,000 | |||||||||||||||
Main / 270, LLC Litigation | Trustees Main/270, LLC | Appliance Smart, Inc. | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Damages sought value | 1,420,000 | |||||||||||||||
Westerville Square Litigation | Westerville Square | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Damages sought value | $ 120,000 | |||||||||||||||
Payments for legal settlements | $ 110,000 | |||||||||||||||
Other Commitments And Litigation Cases | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
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 | guarantee | 2 | |||||||||||||||
Other Commitments And Litigation Cases | Appliance Smart, Inc. | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Amount owed by company | $ 767,000 | |||||||||||||||
Future lease payments | $ 637,000 | |||||||||||||||
Accrued liabilities | $ 130,000 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | 3 Months Ended | 6 Months Ended | |||||||||||||||||
Jun. 06, 2024 shares | Jun. 03, 2024 shares | May 15, 2024 shares | May 01, 2024 USD ($) investor $ / shares shares | Apr. 12, 2024 USD ($) shares | Apr. 10, 2024 USD ($) shares | Mar. 25, 2024 USD ($) shares | Mar. 22, 2024 USD ($) shares | Mar. 04, 2024 $ / shares shares | Feb. 23, 2024 USD ($) investor $ / shares shares | Oct. 09, 2023 USD ($) $ / shares shares | Aug. 18, 2023 $ / shares shares | Jun. 29, 2024 USD ($) $ / shares shares | Mar. 30, 2024 USD ($) shares | Jul. 01, 2023 shares | Apr. 01, 2023 USD ($) | Jun. 29, 2024 $ / shares shares | May 09, 2024 $ / shares | Dec. 30, 2023 $ / shares shares | |
Shareholders Equity [Line Items] | |||||||||||||||||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||||||||
Common stock issued for consulting agreement (in shares) | 0 | 0 | |||||||||||||||||
Common Stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Common stock, issued shares (in shares) | 12,589,015 | 12,589,015 | 4,957,647 | ||||||||||||||||
Common stock, outstanding shares (in shares) | 12,589,015 | 12,589,015 | 4,957,647 | ||||||||||||||||
Common stock issued for equity financing | $ | $ 342,000 | $ 627,000 | $ 369,000 | ||||||||||||||||
Alt 5 Sigma, Inc. | |||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||
Share price (in usd per share) | $ / shares | $ 4.14 | ||||||||||||||||||
Company tendered (in shares) | 1,799,100 | ||||||||||||||||||
Isaac Capital Group Promissory Note | Related Party | Isaac Capital Group Promissory Note | Promissory Note | |||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||
Debt conversion, converted amount | $ | $ 60,900 | $ 60,900 | $ 183,000 | $ 183,000 | |||||||||||||||
North York LTD | Related Party | |||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 125,000 | ||||||||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 1.25 | ||||||||||||||||||
Warrants and rights outstanding, term (in years) | 3 years | ||||||||||||||||||
North York LTD | Related Party | Series V Convertible Preferred Stock | |||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 5,000 | ||||||||||||||||||
Isaac Consulting Agreement | Related Party | |||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||
Common stock issued for consulting agreement (in shares) | 150,000 | ||||||||||||||||||
Term of consulting agreement (in years) | 1 year | 6 months | |||||||||||||||||
Restricted shares issued (in shares) | 47,923 | ||||||||||||||||||
Isaac Consulting Agreement | Related Party | Mr. Jon Isaac | |||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||
Term of consulting agreement (in years) | 2 years | ||||||||||||||||||
Restricted shares issued (in shares) | 200,000 | 232,000 | |||||||||||||||||
2023 Plan | Related Party | |||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||
Common stock issued for consulting agreement (in shares) | 295,000 | 295,000 | |||||||||||||||||
Common stock issued (in shares) | 295,000 | ||||||||||||||||||
Common stock issued for equity financing | $ | $ 1,200,000 | ||||||||||||||||||
Restricted Stock Units (RSUs) | North York LTD | Related Party | Common Stock | |||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 300,000 | ||||||||||||||||||
Restricted Stock Units (RSUs) | 2023 Plan | |||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||
Common stock issued for consulting agreement (in shares) | 908,852 | ||||||||||||||||||
Common stock issued for RSU's granted (in shares) | 908,852 | 908,852 | |||||||||||||||||
Common stock issued for RSU's granted | $ | $ 345,000 | ||||||||||||||||||
Share price (in usd per share) | $ / shares | $ 0.3796 | ||||||||||||||||||
Placement Agency Agreement | |||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||
Common stock issued for consulting agreement (in shares) | 27,738 | ||||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 418,000 | ||||||||||||||||||
Common Stock, par value (in usd per share) | $ / shares | $ 0.001 | ||||||||||||||||||
Sale of stock, price (in usd per share) | $ / shares | $ 0.8811 | ||||||||||||||||||
Placement Agency Agreement | Pre-Funded Warrants | |||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 481,348 | ||||||||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 0.8801 | ||||||||||||||||||
Equity Unit Purchase Agreements | Related Party | |||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 79,782 | 408,163 | |||||||||||||||||
Equity Unit Purchase Agreements | Isaac Capital Group Promissory Note | Related Party | |||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||
Sale of stock, price (in usd per share) | $ / shares | $ 3.775 | $ 0.7350 | |||||||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 3.63 | $ 0.61 | |||||||||||||||||
Unaffiliated third-part investors | investor | 2 | 2 | |||||||||||||||||
Aggregate purchase price | $ | $ 300,000 | ||||||||||||||||||
Sale of stock, aggregate price | $ | $ 300,000 | $ 600,000 | |||||||||||||||||
Number of common shares in each unit (in shares) | 1 | 1 | |||||||||||||||||
Number of warrants in each unit (in shares) | 1 | 1 | |||||||||||||||||
Class of warrant price per share (in usd per share) | $ / shares | $ 0.125 | ||||||||||||||||||
Warrants and rights outstanding, term (in years) | 3 years | 3 years | |||||||||||||||||
Equity Unit Purchase Agreements | Isaac Capital Group Promissory Note | Related Party | Isaac Capital Group Promissory Note | Promissory Note | |||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||
Debt conversion, converted (in shares) | 100,000 | 100,000 | 300,000 | 300,000 | |||||||||||||||
Third-Party Exchange For Brokerage Services | Related Party | |||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 81,632 | ||||||||||||||||||
Articles of Incorporation | |||||||||||||||||||
Shareholders Equity [Line Items] | |||||||||||||||||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Oct. 09, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | Mar. 30, 2024 | Dec. 30, 2023 | Nov. 04, 2020 | Nov. 03, 2020 | |
Shareholders Equity [Line Items] | |||||||||
Common stock issued for consulting agreement (in shares) | 0 | 0 | |||||||
Options outstanding (in shares) | 108,000 | 108,000 | 114,000 | 114,000 | |||||
Stock Options | |||||||||
Shareholders Equity [Line Items] | |||||||||
Share-based compensation expense | $ 1,200,000 | $ 4,000,000 | $ 1,500,000 | $ 12,000,000 | |||||
Unrecognized compensation expense, net of estimated forfeitures | $ 0 | $ 0 | |||||||
2023 Plan | |||||||||
Shareholders Equity [Line Items] | |||||||||
Options authorized for issuance (in shares) | 2,000,000 | 2,000,000 | |||||||
2023 Plan | Restricted Stock Units (RSUs) | |||||||||
Shareholders Equity [Line Items] | |||||||||
Share-based compensation expense | $ 1,200,000 | $ 1,500,000 | |||||||
Common stock issued for RSU's granted (in shares) | 908,852 | 908,852 | |||||||
Common stock issued for consulting agreement (in shares) | 908,852 | ||||||||
2016 Plan | |||||||||
Shareholders Equity [Line Items] | |||||||||
Options authorized for issuance (in shares) | 800,000 | 400,000 | |||||||
Options outstanding (in shares) | 100,000 | 100,000 | 100,000 | ||||||
2011 Plan | |||||||||
Shareholders Equity [Line Items] | |||||||||
Options outstanding (in shares) | 14,000 | 14,000 | 14,000 | ||||||
Share-based compensation , number of additional shares authorized (in shares) | 0 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of All Outstanding Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 29, 2024 | Mar. 30, 2024 | Dec. 30, 2023 | |
Options Outstanding | |||
Beginning Balance (in shares) | 114,000 | 114,000 | |
Cancelled/expired (in shares) | (6,000) | ||
Ending Balance (in shares) | 108,000 | 114,000 | 114,000 |
Exercisable (in shares) | 108,000 | ||
Weighted Average Exercise Price | |||
Beginning Balance (in usd per share) | $ 5.68 | $ 5.68 | |
Cancelled/expired (in usd per share) | 17.35 | ||
Ending Balance (in usd per share) | 5.03 | $ 5.68 | $ 5.68 |
Exercisable (in usd per share) | $ 5.03 | ||
Aggregate Intrinsic Value [Abstract] | |||
Options outstanding | $ 7 | $ 11 | $ 0 |
Options exercisable | $ 7 | ||
Weighted average remaining contractual life (in years) | 6 years | 5 years 10 months 24 days | 6 years 1 month 6 days |
Weighted average remaining contractual life, exercisable (in years) | 6 years |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) $ in Millions | 6 Months Ended | ||
Dec. 28, 2022 USD ($) shares | Jun. 29, 2024 shares | Dec. 30, 2023 shares | |
Series A-1 Preferred | |||
Shareholders Equity [Line Items] | |||
Series A-1 preferred converted (in shares) | 123,750 | ||
Preferred stock, outstanding shares (in shares) | 69,980 | 193,730 | |
Series S Convertible Preferred Stock | |||
Shareholders Equity [Line Items] | |||
Preferred stock, outstanding shares (in shares) | 100,000 | 100,000 | |
Preferred stock, conversion ratio | 1 | ||
Series S Convertible Preferred Stock | Soin Therapeutics | |||
Shareholders Equity [Line Items] | |||
Issuance of shares of common stock to legacy equity holders | $ | $ 30 | ||
Company tendered (in shares) | 100,000 |
Mezzanine Equity (Details)
Mezzanine Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 30, 2024 | Jun. 29, 2024 | |
Mezzanine equity [Abstract] | ||
Reclassification of Series S stock from mezzanine equity to current liabilities | $ 2,700 | |
Reclassification of Series S stock from mezzanine equity to permanent equity | $ 7,993 | 8,000 |
Outstanding balance in mezzanine equity | $ 3,900 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Continuing Operations | ||||
Net income (loss) from continuing operations, basic | $ 589 | $ 79 | $ (1,555) | $ (583) |
Weighted average common shares outstanding, basic (in shares) | 8,404,102 | 3,665,887 | 8,426,349 | 3,432,374 |
Basic income (loss) per share from continuing operations ( in usd per share) | $ 0.07 | $ 0.02 | $ (0.18) | $ (0.17) |
Net income (loss) from continuing operations, diluted | $ 589 | $ 79 | $ (1,555) | $ (583) |
Weighted average common shares outstanding, diluted (in shares) | 8,404,102 | 3,665,887 | 8,426,349 | 3,432,374 |
Diluted income (loss) per share from continuing operations (in usd per share) | $ 0.07 | $ 0.02 | $ (0.18) | $ (0.17) |
Discontinued Operations | ||||
Net income from discontinued operations, basic | $ 0 | $ 44 | $ 0 | $ 10,790 |
Weighted average common shares outstanding, basic (in shares) | 8,404,102 | 3,665,887 | 8,426,349 | 3,432,374 |
Basic income per share from discontinued operations, basic (in usd per share) | $ 0 | $ 0.01 | $ 0 | $ 3.14 |
Net income from discontinued operations, diluted | $ 0 | $ 44 | $ 0 | $ 10,790 |
Weighted average common shares outstanding, diluted (in shares) | 8,404,102 | 3,665,887 | 8,426,349 | 3,432,374 |
Diluted income per share from discontinued operations, diluted (in usd per share) | $ 0 | $ 0.01 | $ 0 | $ 3.14 |
Basic | ||||
Net income | $ 589 | $ 123 | $ (1,555) | $ 10,207 |
Weighted average common shares outstanding (in shares) | 8,404,102 | 3,665,887 | 8,426,349 | 3,432,374 |
Basic income per share (in usd per share) | $ 0.07 | $ 0.03 | $ (0.18) | $ 2.97 |
Diluted | ||||
Net income | $ 589 | $ 123 | $ (1,555) | $ 10,207 |
Weighted average common shares outstanding (in shares) | 8,404,102 | 3,665,887 | 8,426,349 | 3,432,374 |
Diluted income per share (in usd per share) | $ 0.07 | $ 0.03 | $ (0.18) | $ 2.97 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 6 Months Ended | |
Jun. 29, 2024 | Jul. 01, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares excluded from earnings per share calculation (in shares) | 108,000 | 114,000 |
Preferred Stock | Series S | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares excluded from earnings per share calculation (in shares) | 100,000 | |
Preferred stock convertible into common shares (in shares) | 3,000,000 | |
Preferred Stock | Series A-1 Preferred | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of shares converted (in shares) | 69,980 | |
Preferred stock convertible into common shares (in shares) | 1,400,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Income Tax Contingency [Line Items] | ||||
Income tax expense (benefit) | $ (2,851) | $ (17) | $ (2,926) | $ (244) |
Effective tax rate (as a percent) | 65.30% | 29.50% | ||
Discontinued Operations | ||||
Income Tax Contingency [Line Items] | ||||
Income tax expense (benefit) | $ 0 | $ 43 | $ 0 | $ 3,200 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 6 Months Ended |
Jun. 29, 2024 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 2,169 | $ 0 | $ 2,169 | $ 0 |
Gross profit | 1,098 | 0 | 1,098 | 0 |
Operating income (loss) | (2,916) | (1,060) | (4,722) | (2,159) |
Depreciation and amortization | 1,300 | 727 | ||
Interest (income) expense, net | (4) | (365) | 248 | (840) |
Net income (loss) before income taxes | (2,262) | 62 | (4,481) | (827) |
Total Net income before income taxes | 589 | 123 | (1,555) | 10,207 |
Continuing Operations And Discontinuing Operations | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 2,169 | 0 | 2,169 | 3,795 |
Gross profit | 1,098 | 0 | 1,098 | (197) |
Operating income (loss) | (2,916) | (1,060) | (4,722) | 12,000 |
Depreciation and amortization | 179 | 362 | 179 | 822 |
Interest (income) expense, net | (4) | (365) | 248 | (659) |
Net income (loss) before income taxes | (2,262) | 63 | (4,481) | 13,149 |
Biotechnology | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Operating income (loss) | (3,177) | (1,060) | (4,983) | (2,159) |
Depreciation and amortization | 0 | 362 | 0 | 726 |
Interest (income) expense, net | (161) | (365) | 91 | (840) |
Net income (loss) before income taxes | (3,112) | 62 | (5,331) | (827) |
Fintech | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 2,169 | 0 | 2,169 | 0 |
Gross profit | 1,098 | 0 | 1,098 | 0 |
Operating income (loss) | 261 | 0 | 261 | 0 |
Depreciation and amortization | 179 | 0 | 179 | 0 |
Interest (income) expense, net | 157 | 0 | 157 | 0 |
Net income (loss) before income taxes | 850 | 0 | 850 | 0 |
Recycling Segment | Discontinued Operations | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | 0 | 3,795 |
Gross profit | 0 | 0 | 0 | (197) |
Operating income (loss) | 0 | 0 | 0 | 14,159 |
Depreciation and amortization | 0 | 0 | 0 | 96 |
Interest (income) expense, net | 0 | 0 | 0 | 181 |
Net income (loss) before income taxes | $ 0 | $ 1 | $ 0 | $ 13,976 |
Related Parties (Details)
Related Parties (Details) - Related Party | 3 Months Ended | 6 Months Ended | |||||||||
Jun. 06, 2024 | Jun. 03, 2024 USD ($) shares | May 28, 2024 USD ($) | Apr. 18, 2024 USD ($) | Mar. 04, 2024 USD ($) trading_day insurance_policy $ / shares shares | Feb. 07, 2024 USD ($) $ / shares | Jun. 29, 2024 USD ($) ft² | Jul. 01, 2023 USD ($) | Jun. 29, 2024 USD ($) ft² shares | Jul. 01, 2023 USD ($) | Dec. 30, 2023 USD ($) | |
Promissory note | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principal outstanding balance | $ 1,522,000 | $ 1,522,000 | $ 707,000 | ||||||||
Isaac Capital Group Short-Term Demand Advance | Promissory note | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principal outstanding balance | 100,000 | 100,000 | $ 0 | ||||||||
Notes Payable With Live Ventures and ICG | Live Ventures and ICG Notes | Promissory Note | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt face amount | $ 300,000 | ||||||||||
Monthly installment | $ 100,000 | ||||||||||
Conversion price (in usd per share) | $ / shares | $ 0.61 | ||||||||||
Principal outstanding balance | $ 312,000 | $ 312,000 | |||||||||
Isaac Consulting Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Term of consulting agreement (in years) | 1 year | 6 months | |||||||||
Restricted shares issued (in shares) | shares | 47,923 | ||||||||||
Isaac Consulting Agreement | 10% Convertible Promissory Note | Promissory note | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt face amount | $ 500,000 | ||||||||||
Debt interest rate (as a percent) | 10% | 10% | 10% | 10% | |||||||
Isaac Capital Group Promissory Note | Isaac Capital Group Short-Term Demand Advance | Promissory note | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt interest rate (as a percent) | 10% | 10% | 10% | 10% | |||||||
Principal outstanding balance | $ 100,000 | $ 100,000 | |||||||||
Proceeds from short-term demand advances | $ 100,000 | ||||||||||
Live Ventures Incorporated | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shared expenses with another company | $ 0 | $ 55,000 | $ 0 | $ 87,000 | |||||||
Rented office space (in sqft) | ft² | 9,900 | 9,900 | |||||||||
Operating lease expense | $ 34,000 | $ 67,000 | $ 109,000 | $ 103,000 | |||||||
Mr. Jon Isaac | Isaac Consulting Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principal outstanding balance | $ 516,000 | $ 516,000 | |||||||||
Term of consulting agreement (in years) | 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 | 232,000 | |||||||||
Number of trading days prior to court approval (in days) | trading_day | 5 | ||||||||||
Term of promissory note issued (in years) | 2 years | ||||||||||
Per share value of the restricted shares issued (in usd per share) | $ / shares | $ 1.16 | ||||||||||
Mr. Jon Isaac | Isaac Consulting Agreement | Universal Life Insurance Policy, Policy One | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cash surrender value of life insurance | $ 3,854 | ||||||||||
Mr. Jon Isaac | Isaac Consulting Agreement | Universal Life Insurance Policy, Policy Two | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cash surrender value of life insurance | $ 468 | ||||||||||
Mr. Jon Isaac | Isaac Consulting Agreement | 10% Convertible Promissory Note | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Term of consulting agreement (in years) | 2 years | ||||||||||
Novalk Apps SAA, LLP | Short Term Advances | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt interest rate (as a percent) | 10% | 10% | 10% | 10% | 10% | ||||||
Proceeds from short-term demand advances | $ 100,000 | $ 120,000 | |||||||||
Principal amount outstanding of short term advances | $ 220,000 | $ 220,000 | |||||||||
Mr. Tony Isaac | Short Term Advances | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt interest rate (as a percent) | 10% | 10% | 10% | 10% | |||||||
Proceeds from short-term demand advances | $ 62,000 | ||||||||||
Principal amount outstanding of short term advances | $ 62,000 | $ 62,000 |