Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 06, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 000-21617 | |
Entity Registrant Name | ProPhase Labs, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 23-2577138 | |
Entity Address, Address Line One | 711 Stewart Ave | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Garden City | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11530 | |
City Area Code | (215) | |
Local Phone Number | 345-0919 | |
Title of 12(b) Security | Common Stock, par value $0.0005 | |
Trading Symbol | PRPH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 19,078,529 | |
Entity Central Index Key | 0000868278 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 1,175 | $ 1,609 |
Restricted cash | 561 | 540 |
Marketable debt securities, available for sale | 58 | 3,127 |
Accounts receivable, net | 35,116 | 36,313 |
Inventory, net | 3,758 | 3,841 |
Prepaid expenses and other current assets | 4,377 | 2,155 |
Total current assets | 45,045 | 47,585 |
Property, plant and equipment, net | 12,797 | 12,898 |
Prepaid expenses, net of current portion | 732 | 832 |
Operating lease right-of-use asset, net | 4,462 | 4,572 |
Intangible assets, net | 11,687 | 12,333 |
Goodwill | 5,231 | 5,231 |
Deferred tax asset | 9,762 | 7,313 |
Other assets | 316 | 1,163 |
TOTAL ASSETS | 90,032 | 91,927 |
Current liabilities | ||
Accounts payable | 11,759 | 9,383 |
Accrued diagnostic services | 268 | 314 |
Accrued advertising and other allowances | 8 | 24 |
Finance lease liabilities | 1,840 | 1,840 |
Operating lease liabilities | 959 | 953 |
Short-term loan payable, net of discount of $396 | 2,381 | 0 |
Deferred revenue | 1,630 | 2,382 |
Income tax payable | 3,005 | 3,278 |
Other current liabilities | 2,057 | 2,683 |
Total current liabilities | 23,907 | 20,857 |
Non-current liabilities: | ||
Secured long-term debt, net of discount of $334 and $340 | 2,926 | 2,924 |
Unsecured promissory notes, net of discount of $232 and $266 | 7,368 | 7,334 |
Due to sellers (see Note 3) | 2,000 | 2,000 |
Deferred revenue, net of current portion | 1,100 | 1,100 |
Operating lease liabilities, net of current portion | 4,122 | 4,237 |
Finance lease liabilities, net of current portion | 3,742 | 4,092 |
Total non-current liabilities | 21,258 | 21,687 |
Total liabilities | 45,165 | 42,544 |
COMMITMENTS AND CONTINGENCIES | ||
Stockholders’ equity | ||
Preferred stock authorized 1,000,000, $0.0005 par value, no shares issued and outstanding | 0 | 0 |
Common stock authorized 50,000,000, $0.0005 par value, 18,045,029 and 18,045,029 shares outstanding, respectively | 18 | 18 |
Additional paid-in capital | 120,283 | 118,694 |
Accumulated deficit | (11,294) | (5,029) |
Treasury stock, at cost, 18,940,967 and 18,940,967 shares, respectively | (64,000) | (64,000) |
Accumulated other comprehensive loss | (140) | (300) |
Total stockholders’ equity | 44,867 | 49,383 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 90,032 | $ 91,927 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Discount, current | $ 396 | $ 396 |
Discount, non-current | $ 334 | $ 340 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0005 | $ 0.0005 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred Stock, outstanding (in shares) | 0 | 0 |
Common stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, par value (in dollars per share) | $ 0.0005 | $ 0.0005 |
Beginning balance (in shares) | 18,045,029 | 18,045,029 |
Treasury stock (in shares) | 18,940,967 | 18,940,967 |
JXVII Note | ||
Discount, non-current | $ 232 | $ 266 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues, net | $ 3,634 | $ 19,303 |
Cost of revenues | 4,067 | 8,783 |
Gross (loss) profit | (433) | 10,520 |
Operating expenses: | ||
Diagnostic expenses | 0 | 1,203 |
General and administration | 7,593 | 8,298 |
Research and development | 272 | 144 |
Total operating expenses | 7,865 | 9,645 |
(Loss) Income from operations | (8,298) | 875 |
Interest income, net | 0 | 11 |
Interest expense | (515) | (215) |
Other expense | (18) | (107) |
(Loss) Income from operations before income taxes | (8,831) | 564 |
Income tax benefit (expense) | 2,566 | (14) |
(Loss) income from operations after income taxes | (6,265) | 550 |
Net (loss) income | (6,265) | 550 |
Other comprehensive income (loss): | ||
Unrealized gain (loss) on marketable debt securities | 160 | (665) |
Total comprehensive loss | $ (6,105) | $ (115) |
Earnings (loss) per share: | ||
Earnings per share, basic (in dollars per share) | $ (0.35) | $ 0.03 |
Earnings per share, diluted (in dollars per share) | $ (0.35) | $ 0.03 |
Weighted average common shares outstanding: | ||
Weighted average common shares outstanding, basic (in shares) | 18,045 | 16,748 |
Weighted average common shares outstanding, diluted (in shares) | 18,045 | 18,061 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid in Capital | Accumulated Deficit | Treasury Stock | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2022 | 16,210,776 | |||||
Beginning balance at Dec. 31, 2022 | $ 63,631 | $ 16 | $ 109,138 | $ 11,753 | $ (58,033) | $ 757 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock in asset acquisition (in shares) | 100,000 | |||||
Issuance of common stock in asset acquisition | 1,000 | $ 1 | 999 | |||
Repurchases of common shares (in shares) | (63,616) | |||||
Repurchases of common shares | (541) | (541) | ||||
Issuance of common stock upon stock options cashless exercise (in shares) | 603,881 | |||||
Issuance of warrants with unsecured promissory note | 398 | 398 | ||||
Treasury shares repurchased to satisfy tax withholding obligations | (5,379) | (5,379) | ||||
Unrealized loss on marketable debt securities | (665) | (665) | ||||
Stock-based compensation | 947 | 947 | ||||
Net income (loss) | 550 | 550 | ||||
Ending balance (in shares) at Mar. 31, 2023 | 16,851,041 | |||||
Ending balance at Mar. 31, 2023 | $ 59,941 | $ 17 | 111,482 | 12,303 | (63,953) | 92 |
Beginning balance (in shares) at Dec. 31, 2023 | 18,045,029 | 18,045,029 | ||||
Beginning balance at Dec. 31, 2023 | $ 49,383 | $ 18 | 118,694 | (5,029) | (64,000) | (300) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Unrealized loss on marketable debt securities | 160 | 160 | ||||
Stock-based compensation | 1,589 | 1,589 | ||||
Net income (loss) | $ (6,265) | (6,265) | ||||
Ending balance (in shares) at Mar. 31, 2024 | 18,045,029 | 18,045,029 | ||||
Ending balance at Mar. 31, 2024 | $ 44,867 | $ 18 | $ 120,283 | $ (11,294) | $ (64,000) | $ (140) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Prepaid expense | $ 910 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net (loss) income | $ (6,265) | $ 550 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Realized loss on marketable debt securities | 18 | 107 |
Depreciation and amortization | 1,686 | 1,292 |
Amortization of debt discount | 146 | 20 |
Amortization on operating lease right-of-use assets | 110 | 85 |
Stock-based compensation expense | 1,589 | 947 |
Accounts receivable allowances | 0 | (147) |
Credit loss expense, direct write-off | 0 | 230 |
Inventory reserve | (69) | 1 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,197 | (864) |
Inventory | 152 | (336) |
Prepaid expenses and other current assets | (2,122) | (2,107) |
Deferred tax asset | (2,612) | (96) |
Other assets | 847 | 0 |
Accounts payable and accrued expenses | 2,376 | (2,661) |
Accrued diagnostic services | (46) | (656) |
Accrued advertising and other allowances | (16) | 52 |
Deferred revenue | (752) | 443 |
Operating lease liabilities | (459) | (80) |
Income tax payable | (273) | (341) |
Other liabilities | (626) | 4,037 |
Net cash (used in) provided by operating activities | (5,119) | 476 |
Cash flows from investing activities | ||
Business acquisitions, escrow received | 0 | 478 |
Asset acquisitions, net of cash acquired | 0 | (2,904) |
Proceeds from sales of marketable securities | 3,374 | 1,291 |
Capital expenditures | (939) | (517) |
Net cash provided by (used in) investing activities | 2,435 | (1,652) |
Cash flows from financing activities | ||
Proceeds from issuance of note payable | 2,460 | 7,600 |
Repurchases of common shares | 0 | (541) |
Repurchase of common stock for payment of statutory taxes due on cashless exercise of stock option | 0 | (5,379) |
Repayment of note payable | (189) | 0 |
Net cash provided by financing activities | 2,271 | 1,680 |
(Decrease) increase in cash, cash equivalents and restricted cash | (413) | 504 |
Cash, cash equivalents and restricted cash at the beginning of the period | 2,149 | 9,109 |
Cash, cash equivalents and restricted cash at the end of the period | 1,736 | 9,613 |
Supplemental disclosures: | ||
Income Taxes Paid, Net | 318 | 1,500 |
Interest payment on the promissory notes | 642 | 203 |
Noncash Investing and Financing Items [Abstract] | ||
Financed capital expenditures | 0 | 1,623 |
Common stock issued in asset acquisition | $ 0 | $ 1,000 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business ProPhase Labs, Inc. (“ProPhase”, “we”, “us”, “our” or the “Company”) is a diversified company that offers a range of services including genomics testing, diagnostic testing and contract manufacturing. We are also focused on licensing, developing and commercializing novel drugs, dietary supplements, compounds and diagnostics. Until late fiscal year 2020, the Company was engaged primarily in the research, development, manufacture, distribution, marketing and sale of over-the-counter ("OTC") consumer healthcare products and dietary supplements in the United States. In October 2020, the Company completed the acquisition of all of the issued and outstanding shares of capital stock of Confucius Plaza Medical Laboratory Corp. (“CPM”), which owned a 4,000 square foot Clinical Laboratory Improvement Amendments (“CLIA”) accredited laboratory located in Old Bridge, New Jersey for approximately $2.5 million, and began offering COVID-19 diagnostic tests through our wholly-owned subsidiary, ProPhase Diagnostics, Inc. ("ProPhase Diagnostics") in December 2020. Also in December 2020, we expanded our diagnostic service business with the build-out of a second, larger CLIA accredited laboratory in Garden City, New York. Operations at this second facility commenced in January 2021. We offered a broad array of COVID-19 related clinical diagnostic and testing services including polymerase chain reaction testing for COVID-19 and Influenza A and B through ProPhase Diagnostics, as well as rapid antigen and antibody/immunity testing for COVID-19. Due to the significant decrease in demand and reimbursement rate for our diagnostic testing service, we have reduced the amount of diagnostic testing services that we provide since the second half of 2023. Nonetheless we are prepared to provide an increased volume of our diagnostic testing service if diagnostic testing is required due to a new COVID-19 outbreak. We have continued to ship COVID-19 antigen kits under an existing contract to our customer. In addition, in order to maintain licenses in certain states in which we operate, we currently perform several diagnostic tests each quarter to maintain our certified lab status, and we currently plan to do so for the foreseeable future. In August 2021, the Company acquired Nebula Genomics, Inc. (“Nebula”), a privately owned personal genomics company, through our wholly-owned subsidiary, ProPhase Precision Medicine Inc. Nebula focuses on genomics sequencing technologies, a comprehensive method for analyzing entire genomes, including the genes and chromosomes in deoxyribonucleic acidDNA. The data obtained from genomic sequencing can be used to help identify inherited disorders and tendencies, help predict disease risk, help identify expected drug response, and characterize genetic mutations, including those that drive cancer progression. The Company's wholly owned subsidiary, ProPhase BioPharma, Inc. (“PBIO”), was formed in June 2022, for the licensing, development and commercialization of novel drugs, dietary supplements and compounds. Licensed compounds currently include Equivir (a OTC, dietary supplement candidate) and Equivir G (prescription drug candidate), two broad-based anti-virals, and Linebacker LB-1 and LB-2, two small molecule proviral integration site for moloney murine leukemia virus kinase inhibitors. The Company also own the exclusive rights to the BE-Smart Esophageal Pre-Cancer Diagnostic Screening test and related intellectual property assets. In connection with the activities of PBIO, in January 2023, the Company acquired exclusive rights to BE-Smart Esophageal Pre-Cancer Diagnostic Screening test and related intellectual property assets. The BE-Smart test is focused on the early detection of esophageal cancer, and is intended to provide health care providers and patients with data to help determine treatment options. The development of these novel drugs and compounds is highly dependent on how each performs during the testing and development stage, the demand for these product and services once entered into the marketplace, our marketing and service capabilities and our ability to comply with applicable regulatory requirements. The Company's wholly-owned subsidiary, Pharmaloz Manufacturing, Inc. (“PMI”), is a full-service contract manufacturer and private label developer of a broad range of non-GMO, organic and natural-based cough drops and lozenges and OTC drug and dietary supplement products. The Company also develops and markets dietary supplements under the TK Supplements® brand. The TK Supplements ® product line includes Legendz XL ® , a male sexual enhancement and Triple Edge XL ® , an energy and stamina booster. The Company's wholly owned subsidiary, Pharmaloz Real Estate Holdings, Inc. (“PREH”), was formed in November 2023, for the purpose to receive additional investment to expand its current facility. There were no operations for PREH as of March 31, 2024 . The Company continues to actively pursue acquisition opportunities for other companies, technologies and products within and outside the consumer products industry. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles accepted in the United States of America (“GAAP”) for interim financial statements and the rules of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The accompanying unaudited condensed consolidated financial statements have been prepared by management without audit and should be read in conjunction with our audited consolidated financial statements, including the notes thereto, appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial position, consolidated results of operations and other comprehensive loss and consolidated cash flows, for the periods indicated, have been made. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of operating results that may be achieved over the course of the full year. Use of Estimates The preparation of condensed consolidated financial statements and the accompanying notes thereto, in conformity with GAAP, requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the respective reporting periods. Examples include revenue recognition and the impact of the variable consideration of diagnostic test reimbursement rates, the allowance for credit losses and billing errors, allowances, slow moving and/or dated inventory and associated provisions, the potential impairment of long-lived assets, stock based compensation valuations, income tax asset valuations and assumptions related to accrued advertising. Our estimates and assumptions are based on historical experience, current trends and other factors that management believes to be relevant at the time the condensed consolidated financial statements are prepared. Management reviews the accounting policies, assumptions, estimates and judgments on a quarterly basis. Actual results could differ from those estimates. Fair Value of Financial Instruments We measure assets and liabilities at fair value based on expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale date of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: • Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of our financial assets and liabilities, such as cash, accounts receivable, accounts payable, and unsecured note payable, approximate their fair values because of the short-term nature of these instruments. We account for our marketable securities at fair value, with the net unrealized gains or losses of marketable debt securities reported as a component of accumulated other comprehensive income or loss and marketable equity securities change in fair value reported on the condensed consolidated statements of operation and comprehensive income (loss). The components of marketable securities are as follows (in thousands): As of March 31, 2024 Level 1 Level 2 Level 3 Total Corporate obligations 58 — — 58 $ 58 $ — $ — $ 58 As of December 31, 2023 Level 1 Level 2 Level 3 Total Corporate stock $ 3,127 $ — $ — $ 3,127 $ 3,127 $ — $ — $ 3,127 There were no transfers of marketable debt securities between Levels 1, 2 or 3 for the three months ended March 31, 2024 and 2023. Goodwill Goodwill represents the excess of the fair value of the consideration transferred over the fair value of the underlying identifiable assets and liabilities acquired in a business combination. Goodwill and intangible assets deemed to have an indefinite life are not amortized, but instead are assessed for impairment annually. Additionally, if an event or change in circumstances occurs that would more likely than not reduce the fair value of the reporting unit below its carrying value, we would evaluate goodwill at that time. During the three months ended March 31, 2023, the Company received $0.5 million in connection with terms from an escrow agreement from the purchase of Nebula. The receipt of this escrow payment reduced the excess consideration paid for Nebula and was recorded as a reduction of the Goodwill at the time of receipt. Revenue Recognition and Accounts Receivable The Company recognizes revenues in accordance with Financial Accounting Standards Board (“FASB”)’s Accounting Standards Codification ("ASC") 606, Revenues from Contracts with Customers. The Company recognizes revenue that represents the transfer of promised goods or services to customers at an amount that reflects the consideration that is expected to be received in exchange for those goods or services. The Company recognizes revenue when performance obligations with our customers have been satisfied. At contract inception, we evaluate the contract to determine if revenue should be recognized using the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company carries its accounts receivable at cost less an allowance for credit losses. Allowances for credit losses are based upon the Company’s judgment regarding collectability. On a periodic basis, the Company evaluates its receivables and establish an allowance for credit losses, based on a history of past write-offs, collections, current credit conditions or generally accepted future trends in the industry and/or local economy. Accounts are written off as uncollectible at the time we determine that collections are unlikely. The reserve is not intended to address return activity or disputed balances with ongoing customers, as this should be addressed in a reserve for credit memos with a corresponding charge to revenue. Income Taxes The Company recognizes deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. The provision for, or benefit from, income taxes includes deferred taxes resulting from the temporary differences in income for financial and tax purposes using the liability method. Future realization of deferred income tax assets requires sufficient taxable income within the carryback, carryforward period available under tax law. We evaluate, on a quarterly basis whether, based on all available evidence, it is probable that the deferred income tax assets are realizable. Valuation allowances are established when it is more likely than not that the tax benefit of the deferred tax asset will not be realized. The evaluation, as prescribed by ASC 740-10, “Income Taxes,” includes the consideration of all available evidence, both positive and negative, regarding historical operating results including recent years with reported losses, the estimated timing of future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards, and potential tax planning strategies which may be employed to prevent an operating loss or tax credit carryforward from expiring unused. The Company accounts for uncertainties in income taxes under the provisions of FASB ASC 740-10-05 (the “Subtopic”). The Subtopic clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The Subtopic prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Subtopic provides guidance on the de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Recently Issued Accounting Standards, Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company does not expect the adoption of this guidance to have a material impact on its condensed consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company does not expect the adoption of this guidance to have a material impact on its condensed consolidated financial statements. Recently Issued Accounting Standards, Adopted In March 2024, the FASB issued ASU No. 2024-01, “Compensation-Stock Compensation (Topic 718): Scope Applications of Profits Interests and Similar Awards” ("ASU 2024-01"). ASU 2024-01 adds an example to Topic 718 which illustrates how to apply the scope guidance to determine whether profits interests and similar awards should be accounted for as share-based payment arrangements under Topic 718 or under other topics of GAAP. ASU 2024-01 is effective for annual periods beginning after December 15, 2024, although early adoption is permitted. Upon adoption, ASU 2024-01 is not expected to have an impact on the Company’s condensed consolidated financial statements. |
Asset Acquisition
Asset Acquisition | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisition | Asset Acquisition Stella Diagnostics - Asset Purchase Agreement On December 15, 2022, the Company entered into an Asset Purchase Agreement (the “Stella Purchase Agreement”), with Stella Diagnostics Inc. (“Stella”) and Stella DX, LLC (“Stella DX” and, together with Stella, the “Stella Sellers”), pursuant to which, on January 3, 2023, the Company purchased all of the assets, rights and interests of the Stella Sellers and their affiliates pertaining to the Stella Sellers’ BE-Smart Esophageal Pre-Cancer Diagnostic Screening Test and certain clinical assets, including all intellectual property rights (the “Stella Purchased Assets”). As consideration for the Stella Purchased Assets, at closing, the Company (i) paid to the Stella Sellers $3.5 million in cash, minus (a) the Secured Note Amount of $0.5 million, (b) the Liability Payoff Amount of $1.6 million and (c) the Promissory Note Payoff Amount of $0.4 million, and (ii) issued to Stella DX 100,000 shares of common stock, par value $0.0005 per share, of the Company at a value of $10.00 per share. Total consideration paid was $4.6 million. The Secured Note Amount of $0.5 million and the Promissory Note Payoff of $0.4 million were paid in 2022. The balance of the consideration was paid at closing on January 3, 2023. In addition to the consideration paid at closing, the Company will issue shares of common stock valued at $2.0 million to the Stella Sellers upon a Commercialization Event (as defined in the Stella Purchase Agreement). Such stock was recorded at closing as a non-current liability at its fair value of $2.0 million. Also, the Company is required to pay to the Stella Sellers for each of the seven calendar years during the seven year period commencing on the first day of the calendar year following the date of the Commercialization Event, a non-refundable, non-creditable royalty of 5% of the Adjusted Gross Margin (as defined in the Stella Purchase Agreement) for such annual period. The asset purchase does not qualify as a business combination under ASC 805, Business Combinations , and has therefore been accounted for as an asset acquisition. In connection with the Stella Purchased Assets, the Company incurred $0.2 million in transaction costs, which were capitalized into the purchase price of the Stella Purchased Assets. The total purchase price for the Stella Purchased Assets was $6.8 million, which was allocated to the proprietary technology intangible asset acquired. The Company is amortizing the acquired intangible asset on a straight-line basis over its estimated useful life of five years. |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets as of March 31, 2024 and December 31, 2023 consisted of the following (in thousands): March 31, 2024 December 31, 2023 Estimated Useful Life Trade names $ 5,550 $ 5,550 15 Proprietary intellectual property 11,064 11,064 5 Customer relationships 1,180 1,180 1 CLIA license 1,307 1,307 3 19,101 19,101 Less: accumulated amortization (7,414) (6,768) Total intangible assets, net $ 11,687 $ 12,333 Amortization expense for acquired intangible assets was $646,000 and $754,000 during the three months ended March 31, 2024 and 2023, respectively. The estimated future amortization expense of acquired intangible assets as of March 31, 2024 is as follows (in thousands): Remaining periods in the year ended December 31, 2024 $ 1,937 Year ended December 31, 2025 2,583 Year ended December 31, 2026 2,251 Year ended December 31, 2027 1,731 Year ended December 31, 2028 370 Thereafter 2,815 $ 11,687 |
Outstanding Debt
Outstanding Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Outstanding Debt | Outstanding Debt 2024 Future Receipts Financing On February 14, 2024 (the “Commencement Date”), the Company entered into an agreement of sale of future receipts (“Future Receipts Financing Agreement”) with Libertas Funding, LLC (“Libertas”) by which Libertas purchases from the Company, its future accounts and contract rights arising from the sale of goods or rendition of services to the Company’s customers. The purchase price was approximate $2.5 million, which was paid to the Company on February 16, 2024, net of $50,000 origination fee. The Future Receipts Financing Agreement requires twelve equal payments of $247,000 to be paid monthly for a total repayment of approximate $3.0 million (“Future Receipts”) over the term of the agreement. On February 14, 2024, the Company and Libertas executed an addendum to the Future Receipts Financing Agreement, pursuant to which the monthly payment term was revised to be $185,000 for the first two months and $259,000 for the remaining ten months. The Company has the right to pay to end this financing transaction early by repurchasing the Future Receipts sold to Libertas but not yet delivered. The repurchase price is equal to the discount factor ranging between 1.075 - 1.165 each month following the Commencement Date up to six months. This shall be multiplied by the purchase price unless amounts collected prior to the date in which the repurchase price is paid. During the three months ended March 31, 2024, the Company recognized $106,000 interest expense from the amortization of debt discount using the effective interest rate method. As of March 31, 2024, the outstanding balance under the Future Receipts Financing Agreement was $2.4 million, net of debt discount of $396,000. 2023 Secured Mortgage Loan On December 20, 2023, the Company's wholly-owned subsidiary PREH entered into an Open-End Mortgage Agreement (the "Mortgage Agreement"). The Mortgage provided for a loan of $3.3 million (the "Mortgage Loan") with stated maturity date on January 6, 2034, bore a fixed interest rate of 8.25% per annum and required monthly mortgage payments of principal and interest of $25,000 . The obligations under the Mortgage Agreement were secured by PREH's certain real property in Pennsylvania. The Company incurred $341,000 issuance cost, which was recognized as a debt discount and will be amortized using the effective interest method over the term of the Mortgage Loan. The Company retains $561,000 and $540,000 cash in an escrow account which was recognized as a restricted cash on the Company's consolidated balance sheet as of March 31, 2024 and December 31, 2023, respectively. 2023 Unsecured Promissory Note Payable On January 26, 2023, the Company issued an unsecured promissory note (the “JXVII Note”) and guaranty for an aggregate principal amount of $7.6 million to JXVII Trust ("JXVII"). The JXVII Note is due and payable on January 27, 2026, the third anniversary of the date on which the JXVII Note was funded (the “Note Closing Date”), and accrues interest at a rate of 10% per year from the Note Closing Date, payable on a quarterly basis, until the JXVII Note is repaid in full. The Company has the right to prepay the JXVII Note at any time after the Note Closing Date and prior to the maturity date without premium or penalty upon providing seven days’ written notice to the note holder. Repayment of the JXVII Note has been guaranteed by the Company’s wholly-owned subsidiary, PMI. In addition to the JXVII Note, the Company issued warrants to purchase 76,000 shares of the Company's common stock at an exercise price of $9.00 for a term of 5 year, vesting immediately. The warrants were valued at $400,000 fair value, using the Black-Scholes option pricing model to calculate the grant date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 81.5%, risk free interest rate of 3.62% and expected warrant life of 5 years. The relative fair value of the warrant was $380,000 and was recorded as a discount to the note payable in accordance with ASC 835-30-25, Recognition , and is being accreted over the term of the note payable for financial statement purposes. As of March 31, 2024, the unpaid principal balance of the JXVII Note was $7.4 million, net of debt discount of $232,000. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Our authorized capital stock consists of 50 million shares of common stock, $0.0005 par value, and one million shares of preferred stock, $0.0005 par value. Preferred Stock The preferred stock authorized under our certificate of incorporation may be issued from time to time in one or more series. As of March 31, 2024 and December 31, 2023, no shares of preferred stock had been issued. Common Stock Dividends No dividends were declared during the three months ended March 31, 2024 or 2023. Common Stock Stock Repurchase Program On March 15, 2023, the Company announced that its board of directors had approved a new stock repurchase program. Under the stock repurchase program, the Company was authorized to repurchase up to $6.0 million of its outstanding shares of common stock from time to time, over six-month period. This repurchase program expired on September 15, 2023. During the three months ended March 31, 2024, the Company did not make any common shares repurchase under this stock repurchase program. There were 63,616 shares repurchased under this new program at an aggregate purchase price of $0.5 million during the three months ended March 31, 2023. The 2022 Directors’ Equity Compensation Plan On May 19, 2022, the stockholders of the Company approved the 2022 Directors’ Equity Compensation Plan (the “2022 Directors’ Plan”) at the 2022 Annual Meeting of Stockholders of the Company (the “2022 Annual Meeting”). The 2022 Directors’ Plan amended and restated the Company’s Amended and Restated 2010 Directors’ Equity Compensation Plan and provided for an increase in the number of shares reserved for issuance under the plan by 300,000 shares and for the adjustment of the per share exercise price of stock options granted under the 2022 Plan in the event of any change in the outstanding shares of common stock of the Company as a result of, among other things, any distribution or special dividend to stockholders of shares, cash or other property (other than regular cash dividends). During the three months ended March 31, 2024, there were 210,000 stock options issued under the 2022 Directors Plan. No shares were issued under the 2022 Directors' Plan during the three months ended March 31, 2023. As of March 31, 2024, there were no shares of common stock available to be issued under the 2022 Directors’ Plan. The 2010 Directors’ Equity Compensation Plan On May 20, 2021, the stockholders of the Company approved the Amended and Restated 2010 Directors’ Equity Compensation Plan (the “Amended 2010 Directors’ Plan”) at the 2021 Annual Meeting of Stockholders of the Company (the “2021 Annual Meeting”). The Amended 2010 Directors’ Plan authorized the issuance of up to 775,000 shares of common stock. This plan was amended and restated on April 11, 2022 (to become the 2022 Directors' Plan), subject to stockholder approval, which was obtained at the 2022 Annual Meeting. The 2022 Equity Compensation Plan On May 9, 2022, the stockholders of the Company approved the 2022 Equity Compensation Plan (the “2022 Plan”) at the 2022 Annual Meeting. The 2022 Plan amended and restated the Company’s Amended and Restated 2010 Equity Compensation Plan and provided for an increase in the number of shares reserved for issuance under the plan by 1,000,000 shares and for the adjustment of the per share exercise price of stock options granted under the 2022 Plan in the event of any change in the outstanding shares of common stock of the Company as a result of, among other things, any distribution or special dividend to stockholders of shares, cash or other property (other than regular cash dividends). During the three months ended March 31, 2024 and 2023, there were 1,080,000 and 205,000 stock options issued under the 2022 Plan, respectively. As of March 31, 2024, there were 302,035 shares of common stock available to be issued under the 2022 Plan. The 2010 Equity Compensation Plan On May 20, 2021, the stockholders of the Company approved the Amended and Restated 2010 Equity Compensation Plan (the “Amended 2010 Plan”) at the 2021 Annual Meeting. The Amended 2010 Plan authorized the issuance of up to 4,900,000 shares of common stock. This plan was amended and restated on April 11, 2022 (to become the 2022 Plan), subject to stockholder approval, which was obtained at the 2022 Annual Meeting. The 2018 Stock Incentive Plan On April 12, 2018, the Company's stockholders approved the 2018 Stock Incentive Plan (the “2018 Stock Plan”). The 2018 Stock Plan provides for the grant of incentive stock options to eligible employees of the Company, and for the grant of non-statutory stock options to eligible employees, directors and consultants. The 2018 Stock Plan provides that the total number of shares that may be issued pursuant to the 2018 Stock Plan is 2,300,000 shares. At April 12, 2018, all 2,300,000 shares had been granted in the form of stock options to Ted Karkus (the “CEO Option”), our Chief Executive Officer ("CEO"). The 2018 Stock Plan required certain proportionate adjustments to be made to the stock options granted under the 2018 Stock Plan upon the occurrence of certain events, including a special distribution (whether in the form of cash, shares, other securities, or other property) in order to maintain parity. Accordingly, the Compensation Committee of the board of directors, as required by the terms of the 2018 Stock Plan, adjusted the exercise price of the CEO Option in connection with each special cash dividend paid by the Company proportionately to the amount of the dividend paid. The final exercise price of the CEO Option was $0.60 per share after the latest special cash dividend paid on June 3, 2022. During the three months ended March 31, 2024 and 2023, 0 and 1,100,000 and options were exercised, respectively, under the 2018 Stock Plan. Inducement Option Awards On January 1, 2024, the Company issued a non-qualified stock option to Jed A. Latkin, the Company's Chief Operational Officer (the “COO”), as an inducement to his employment with the Company, effective January 1, 2024 (the “COO Award”). The COO Award entitles the COO to purchase up to 500,000 shares of the Company’s common stock at an exercise price of $6.00 per share. The COO Award vested 25% on the date of grant and the remaining portion will vest 25% per year for the next three years on each of the first three anniversaries of the commencement date of Mr. Latkin’s employment , subject to his continued service on each vesting date . The COO Award expires on the seven No shares of common stock were issued by the Company upon the exercise of outstanding inducement option awards during the three months ended March 31, 2024 and 2023. All inducement awards have been granted outside of the Company’s equity compensation plans. Summary of all option grants The following table summarizes stock option activity during the three months ended March 31, 2024, (in thousands, except per share data). Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Total Intrinsic Value Outstanding as of January 1, 2024 2,951 $ 7.30 4.8 $ 693 Granted 1,790 6.00 7.0 — Forfeited (289) 8.81 — — Outstanding as of March 31, 2024 4,452 $ 6.68 5.6 3,012 Options vested and exercisable 2,235 $ 6.43 4.7 2,290 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $6.47 for the Company’s common stock on March 31, 2024. During the three months ended March 31, 2024, the Company granted options to purchase 1,790,000 shares of the Company’s common stock to various employees and consultants. The options grant date fair value was valued at $5.3 million during the three months ended March 31, 2024, using the Black-Scholes option pricing model to calculate the grant-date fair value of the options. The fair value of stock options for employees are expensed over the vesting term in accordance with the terms of the related stock option agreements and are expensed over the terms of the consulting agreement for consultants. The following table summarizes weighted average assumptions used in determining the fair value of the stock options at the date of grant during the three months ended March 31, 2024 and 2023: For the three months ended March 31, 2024 March 31, 2023 Exercise price $ 6.00 $ 6.84 Expected term (years) 4.5 4.3 Expected stock price volatility 79.6 % 80.9 % Risk-free rate of interest 4.2 % 3.8 % Expected dividend yield (per share) 0 % 0 % The expected stock price volatility is based on the Company’s historical common stock trading prices and the expected term is based on the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method. Stock Warrants During the three months ended March 31, 2024, there were no warrants issued. The following table summarizes warrant activity during the three months ended March 31, 2024 (in thousands, except per share data): Number of Shares Weighted Average Exercise Weighted Average Outstanding as of January 1, 2024 831 $ 11.16 1.9 Forfeited (455) 12.83 Outstanding as of March 31, 2024 376 $ 9.13 3.9 Warrants vested and exercisable 376 $ 9.13 3.9 The Company recognized $1.6 million and $0.9 million of share-based compensation expense during the three months ended March 31, 2024 and 2023, respectively. The Company will recognize an aggregate of approximately $8.1 million of remaining share-based compensation expense related to outstanding stock options over a weighted average period of 4.0 years. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We recognize tax assets and liabilities for future tax consequences related to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for net operating loss carryforwards. Management evaluated the deferred tax assets for recoverability using a consistent approach that considers the relative impact of negative and positive evidence, including historical profitability and projections of future reversals of temporary differences and future taxable income. We are required to establish a valuation allowance for deferred tax assets if management determines, based on available evidence at the time the determination is made, that it is not more likely than not that some portion or all of the deferred tax assets will be realized. As of March 31, 2024 the Company has net deferred tax liabilities for federal and combined states jurisdictions compared to net deferred tax assets with a full valuation allowance as of December 31, 2023. The decrease in deferred tax assets with a corresponding decrease in valuation allowance against those assets as of March 31, 2024 is primarily due to utilization of net operating losses. The Company has net deferred tax assets in other states jurisdictions where we maintain a full valuation allowance. Judgment is required to estimate forecasted future taxable income, which may be impacted by future business developments, actual results, tax initiatives, legislative, and other economic factors. The Company will continue to monitor income levels and potential changes to its operating and tax model, and other legislative or global developments in its determination. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Manufacturing Agreement The Company and its wholly owned subsidiary, PMI, entered into a manufacturing agreement (the “Manufacturing Agreement”) with Mylan Consumer Healthcare Inc. (formerly known as Meda Consumer Healthcare Inc.) (“MCH”) and Mylan Inc. (together with MCH, “Mylan” in connection with the asset purchase agreement we entered into with Mylan in 2017. Pursuant to the terms of the Manufacturing Agreement, Mylan (or an affiliate or designee) purchased the inventory of the Company’s Cold-EEZE® brand and product line, and PMI agreed to manufacture certain products for Mylan, as described in the Manufacturing Agreement, at prices that reflect current market conditions for such products and include an agreed upon mark-up on our costs. On May 1, 2021, the Manufacturing Agreement was assigned by Mylan to Nurya Brands, Inc. (“Nurya”) in connection with Nurya’s acquisitions of certain assets from Mylan, including the Cold-EEZE® brand and product line. Unless terminated sooner by the parties, the Manufacturing Agreement was to remain in effect until March 29, 2023 and is currently being negotiated for renewal. Thereafter, the Manufacturing Agreement could be renewed by Nurya for up to four successive one-year periods by providing notice of its intent to renew not less than 90 days prior to the expiration of the then-current term. On November 15, 2022, the Company was notified by Nurya of its election to renew the Manufacturing agreement for one year. As a result, the Manufacturing Agreement remained in effect until March 29, 2024 and is currently in negotiation of extension. License Agreements Linebacker LB1 and LB2 In July 19, 2022, the Company through its wholly-owned subsidiary ProPhase BioPharma entered into a License Agreement (the “Linebacker License Agreement”) with Global BioLife, Inc. (the “Licensor”), with an effective date of July 18, 2022 (the “Linebacker Effective Date”), pursuant to which it acquired from Licensor a worldwide exclusive right and license under certain patents identified in the Linebacker License Agreement (the “Licensed Patents”) and know-how (collectively, the “Licensed IP”) to exploit any compound covered by the Licensed Patents (the “Licensed Compound”), including Linebacker LB1 and LB2, and any product comprising or containing a Licensed Compound (“Licensed Products”) in the treatment of cancer, inflammatory diseases or symptoms, memory-related syndromes, diseases or symptoms including dementia and Alzheimer’s Disease (the “Field”). Under the terms of the Linebacker License Agreement, the Licensor reserves the right, solely for itself and for GRDG Sciences, LLC (“GRDG”) to use the Licensed Compound and Licensed IP solely for research purposes inside the Field and for any purpose outside the Field. Subject to certain conditions set forth in the Linebacker License Agreement, the Company may grant sublicenses (including the right to grant further sublicenses) to its rights under the Linebacker License Agreement to any of its affiliates or any third party with the prior written consent of Licensor, which consent may not be unreasonably withheld. Either party to the Linebacker License Agreement may assign its rights under the Linebacker License Agreement (i) in connection with the sale or transfer of all or substantially all of its assets to a third party, (b) in the event of a merger or consolidation with a third party or (iii) to an affiliate; in each case contingent upon the assignee assuming in writing all of the obligations of its assignor under the Linebacker License Agreement. Under the terms of Linebacker License Agreement, the Company is required to pay to Licensor a one-time upfront license fee of $50,000 within ten days of the Linebacker Effective Date and must pay an additional $900,000 following the achievement of a first Phase 3 study which may be required by United States Food and Drug Administration for the first Licensed Product and an additional $1.0 million upon the receipt of regulatory approval of a New Drug Application for the first Licensed Product. During the term of the Linebacker License Agreement, the Company is also required to pay to Licensor 3% royalties on Net Revenue (as defined in the Linebacker License Agreement) of each Licensed Product, but no less than the minimum royalty of $250,000 of Net Revenue per year minus any royalty payments for any required third party licenses. In connection with the Linebacker License Agreement, the Company has incurred minimal costs for the three months ended March 31, 2024 and 2023 i n general and administrative expenses that are included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). No clinical studies have begun under this agreement. Equivir In March 2023, we commenced patient enrollment in a randomized, placebo-controlled clinical trial of Equivir to evaluate its effect on upper respiratory tract infections. Vedic Lifesciences (“Vedic”), a leading clinical research organization, is contracted to conduct the combination prophylactic and therapeutic study, which is being conducted at eight sites. Vedic produced interim results in February of 2024 which showed enough data to continue the trial to completion. The trial is expected to be completed by the end of the forth quarter 2024. BE-Smart Esophageal Pre-Cancer Diagnostics Screening Test In March 2023, and in connection with the asset acquisition of Stella, the Company announced a collaboration for the continued development of its BE-Smart Esophageal Pre-Cancer diagnostic screening test. The Company is pursuing initial commercialization of the BE-Smart test as an LDT (Laboratory Developed Test) and RUO (Research Use Only) for the third quarter of 2025 with full commercialization backed by insurance expected by the third quarter of 2025. In connection with the license agreement relating to BE-Smart License Agreement, the Company has incurred approximately $0.2 million in general and administrative expenses that are included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2024 and 2023.. No clinical studies have begun under this agreement. Litigation In the normal course of our business, we may be named as a defendant in legal proceedings. It is our policy to vigorously defend litigation or to enter into a reasonable settlement where management deems it appropriate. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Leases | Leases Operating Leases New Jersey Laboratory Lease On October 23, 2020, we completed the acquisition of CPM, which included the acquisition of a 4,000 square foot CLIA accredited laboratory located in Old Bridge, New Jersey, which was owned by CPM (which is now known as ProPhase Diagnostics NJ, Inc.). The lease was renewed in February 2023, for an additional 36 months until February 2026. The monthly base rent remains the same at $5,500 per month. The lease renewal resulted in the recognition of an additional right-of-use asset and operating lease liability of $170,000, respectively in Fiscal 2023. New York Second Floor Lease On December 8, 2020, the Company entered into a Lease Agreement (the “NY Second Floor Lease”) with BRG Office L.L.C. and Unit 2 Associates L.L.C. (the “Landlord”), pursuant to which the Company leases certain premises located on the second floor (the “Second Floor Leased Premises”) of 711 Stewart Avenue, Garden City, New York (the “Building”). The Second Floor Leased Premises serve as the Company’s second location and corporate headquarters, offering a wide range of laboratory testing services for diagnosis, screening and evaluation of diseases, including COVID-19 and Respiratory Pathogen Panel Molecular tests. On June 10, 2022, we entered into a First Amendment to the NY Second Floor Lease (the “Second Floor Lease Amendment”). The Second Floor Lease Amendment amends the NY Second Floor Lease to provide that any uncured default by the Company or any of its affiliate under the NY First Floor Lease (defined below) will constitute a default by the Company under the NY Second Floor Lease. New York First Floor Lease On June 10, 2022, the Company entered into a second Lease Agreement (the “NY First Floor Lease”) with Landlord, pursuant to which the Company leases approximately 4,516 sq. feet located on the first floor (the “NY First Floor Leased Premises”) of the Building. As described above, the Company currently leases space on the second floor of the Building. The First Floor Leased Premises will be used to expand the Company’s in-house lab capabilities to include traditional clinical testing across multiple specialty areas and Next Generation Sequencing (NGS) to perform Whole Genome Sequencing (WGS) and an array of genetic diagnostic test offerings for both clinical and research purposes. The NY First Floor Lease became effective as of June 10, 2022 and will commence upon the date of the Landlord’s substantial completion of certain improvements to the NY First Floor Leased Premises (the “First Floor Commencement Date”), as set forth in the NY First Floor Lease, targeted to be approximately five months from the execution of the NY First Floor Lease. The initial term of the NY First Floor Lease will expire on July 15, 2031, unless sooner terminated as provided in the NY First Floor Lease. The Company may extend the term of the NY First Floor Lease for one additional option period of five years pursuant to the terms described in the NY First Floor Lease. The Company has the option to terminate the NY First Floor Lease effective July 31, 2027 (the “Early Termination Date”), provided the Company gives the Landlord written notice not less than nine months and not more than 12 months prior to the Early Termination Date and pays the Landlord a termination fee as more particularly described in the Lease. For the first year of the NY First Floor Lease, the Company will pay a base rent of $11,290 per month (subject to an eight month abatement period), with a gradual rental rate increase of approximately 2.75% for each twelve month period thereafter, culminating in a monthly base rent of $14,026 during the final months of the initial term of the NY First Floor Lease. In addition to the monthly base rent, the Company is responsible for its proportionate share of real estate tax escalations in accordance with the terms of the NY First Floor Lease. The Landlord will provide a construction allowance to the Company in an aggregate amount not to exceed $203,000, to reimburse the Company for the cost of certain improvements to be made by the Company to the First Floor Leased Premises. At March 31, 2024 and December 31, 2023, the Company had operating lease liabilities for the New York and New Jersey leases of approximately $5.1 million and $5.2 million, respectively, and right of use assets of approximately $4.5 million and $4.6 million, respectively, which were included in the condensed consolidated balance sheets. The following summarizes quantitative information about our operating leases (amounts in thousands): For the three months ended March 31, 2024 March 31, 2023 Operating leases: Operating lease cost $ 239 $ 204 Total operating lease cost $ 239 $ 204 Finance leases: Interest lease cost $ 110 $ — Depreciation expense 180 — Total finance lease expense $ 290 $ — Other information related to the Company’s leases is shown below (dollar amounts in thousands): For the three months ended March 31, 2024 March 31, 2023 Operating cash flows used in operating leases $ (238) $ (198) March 31, 2024 December 31, 2023 Weighted-average remaining lease term – operating leases (in years) 7.2 7.4 Weighted-average remaining lease term – finance leases (in years) 3.5 3.8 Weighted-average discount rate – operating leases 10.00 % 10.00 % Weighted-average discount rate – finance leases 7.56 % 7.56 % Finance lease asset (1) $ 5,417 $ 5,809 (1) As of March 31, 2024 and December 31, 2023, the Company had recorded accumulated depreciation of approximately $1.2 million and $0.8 million for the finance lease asset, respectively. Finance lease assets are recorded within property and equipment, net Maturities of the Company’s operating leases, excluding short-term leases, are as follows (in thousands): Operating Lease Finance Lease Total Nine Months Ended December 31, 2024 714 1,380 2,094 Year Ended December 31, 2025 977 1,840 2,817 Year Ended December 31, 2026 941 1,840 2,781 Year Ended December 31, 2027 955 1,188 2,143 Year Ended December 31, 2028 982 122 1,104 Thereafter 2,667 — 2,667 Total lease payments 7,236 6,370 13,606 Less present value discount (2,155) (788) (2,943) Total $ 5,081 $ 5,582 $ 10,663 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company has identified two operating segments, diagnostic services and consumer products, based on the manner in which the Company’s CEO, as Chief Operating Decision Maker, assesses performance and allocates resources across the organization. The operating segments are organized in a manner that depicts the difference in revenue generating synergies that include the separate processes, profit generation and growth of each segment. The diagnostic services segment provides COVID-19 diagnostic information services to a broad range of customers in the United States, including health plans, third party payers and government organizations. The consumer products segment is engaged in the research, development, manufacture, distribution, marketing and sale of OTC consumer healthcare products and dietary supplements in the United States and also provides personal genomics products and services. The unallocated corporate expenses mainly included professional fees associated with the public company. The following table is a summary of segment information for three months ended March 31, 2024 and 2023 (amounts in thousands): For the three months ended March 31, 2024 March 31, 2023 Net revenues Diagnostic services $ — $ 14,524 Consumer products 3,634 4,779 Consolidated net revenue 3,634 19,303 Cost of revenue Diagnostic services 720 5,222 Consumer products 3,347 3,561 Consolidated cost of revenue 4,067 8,783 Depreciation and amortization expense Diagnostic services 801 931 Consumer products 804 306 Total Depreciation and amortization expense 1,605 1,237 Operating and other expenses 6,793 8,719 Income (loss) from operations, before income taxes Diagnostic services (3,345) 4,397 Consumer products (1,655) (1,029) Unallocated corporate (3,831) (2,804) Total (loss) income from operations, before income taxes (8,831) 564 Income tax benefit (expense) 2,566 (14) Total (loss) income from operations, after income taxes (6,265) 550 Net (loss) income $ (6,265) $ 550 The following table is a summary of segment information as of March 31, 2024 and December 31, 2023 (amounts in thousands): March 31, 2024 December 31, 2023 ASSETS Diagnostic services $ 42,296 $ 44,221 Consumer products 23,773 38,358 Unallocated corporate 23,963 9,348 Total assets $ 90,032 $ 91,927 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or otherwise result in the issuance of common stock that shared in the earnings of the entity. Diluted EPS also utilizes the treasury stock method which prescribes a theoretical buy back of shares from the theoretical proceeds of all options outstanding during the period, and the if-converted method for convertible debt. The following is a reconciliation of the weighted average number of common shares outstanding used in calculating basic and diluted net loss per share (in thousands): For the three months ended March 31, 2024 March 31, 2023 Net (loss) income - basic $ (6,265) $ 550 Interest on unsecured convertible promissory note — 60 Net (loss) income - diluted $ (6,265) $ 610 Weighted average shares outstanding - basic 18,045 16,748 Diluted shares- Stock Options — 22 Diluted shares- Stock Warrants — 1,051 Unsecured convertible promissory note — 240 Weighted average shares outstanding - diluted 18,045 18,061 The following table represents the number of securities excluded from the income per share computation as a result of their anti-dilutive effect (in thousands): For the three months ended Anti-dilutive securities March 31, 2024 March 31, 2023 Common stock purchase warrants 376 581 Stock options 4,452 870 Anti-dilutive securities 4,828 1,451 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Between April 11, 2024 and April 18, 2024, the Company sold 1,033,500 shares of common stock for cash proceeds of $4.6 million under the Sales Agreement dated December 28, 2021 with ThinkEquity LLC (the “Sales Agent”). On April 18, 2024, we entered into a standstill agreement with the ThinkEquity LLC (the "Sales Agent") (such agreement, the “Standstill Agreement”). The Standstill Agreement provides that the Company, without the prior written consent of the Sales Agent, will not, for a period of 60 days after the date of the Standstill Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the U.S. Securities and Exchange Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than non-convertible mortgages or non-convertible equipment financing debt or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company. The Lock-Up Period restrictions shall not apply in certain situations. The Standstill Agreement was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 18, 2024 and such document is incorporated herein by reference. The foregoing is only a brief description of the material terms of the Standstill Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles accepted in the United States of America (“GAAP”) for interim financial statements and the rules of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The accompanying unaudited condensed consolidated financial statements have been prepared by management without audit and should be read in conjunction with our audited consolidated financial statements, including the notes thereto, appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial position, consolidated results of operations and other comprehensive loss and consolidated cash flows, for the periods indicated, have been made. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of operating results that may be achieved over the course of the full year. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements and the accompanying notes thereto, in conformity with GAAP, requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the respective reporting periods. Examples include revenue recognition and the impact of the variable consideration of diagnostic test reimbursement rates, the allowance for credit losses and billing errors, allowances, slow moving and/or dated inventory and associated provisions, the potential impairment of long-lived assets, stock based compensation valuations, income tax asset valuations and assumptions related to accrued advertising. Our estimates and assumptions are based on historical experience, current trends and other factors that management believes to be relevant at the time the condensed consolidated financial statements are prepared. Management reviews the accounting policies, assumptions, estimates and judgments on a quarterly basis. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We measure assets and liabilities at fair value based on expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale date of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: • Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of our financial assets and liabilities, such as cash, accounts receivable, accounts payable, and unsecured note payable, approximate their fair values because of the short-term nature of these instruments. We account for our marketable securities at fair value, with the net unrealized gains or losses of marketable debt securities reported as a component of accumulated other comprehensive income or loss and marketable equity securities change in fair value reported on the condensed consolidated statements of operation and comprehensive income (loss). The components of marketable securities are as follows (in thousands): As of March 31, 2024 Level 1 Level 2 Level 3 Total Corporate obligations 58 — — 58 $ 58 $ — $ — $ 58 As of December 31, 2023 Level 1 Level 2 Level 3 Total Corporate stock $ 3,127 $ — $ — $ 3,127 $ 3,127 $ — $ — $ 3,127 There were no transfers of marketable debt securities between Levels 1, 2 or 3 for the three months ended March 31, 2024 and 2023. |
Goodwill | Goodwill |
Revenue Recognition | Revenue Recognition and Accounts Receivable The Company recognizes revenues in accordance with Financial Accounting Standards Board (“FASB”)’s Accounting Standards Codification ("ASC") 606, Revenues from Contracts with Customers. The Company recognizes revenue that represents the transfer of promised goods or services to customers at an amount that reflects the consideration that is expected to be received in exchange for those goods or services. The Company recognizes revenue when performance obligations with our customers have been satisfied. At contract inception, we evaluate the contract to determine if revenue should be recognized using the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. |
Accounts Receivable | The Company carries its accounts receivable at cost less an allowance for credit losses. Allowances for credit losses are based upon the Company’s judgment regarding collectability. On a periodic basis, the Company evaluates its receivables and establish an allowance for credit losses, based on a history of past write-offs, collections, current credit conditions or generally accepted future trends in the industry and/or local economy. Accounts are written off as uncollectible at the time we determine that collections are unlikely. The reserve is not intended to address return activity or disputed balances with ongoing customers, as this should be addressed in a reserve for credit memos with a corresponding charge to revenue. |
Income Taxes | Income Taxes The Company recognizes deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. The provision for, or benefit from, income taxes includes deferred taxes resulting from the temporary differences in income for financial and tax purposes using the liability method. Future realization of deferred income tax assets requires sufficient taxable income within the carryback, carryforward period available under tax law. We evaluate, on a quarterly basis whether, based on all available evidence, it is probable that the deferred income tax assets are realizable. Valuation allowances are established when it is more likely than not that the tax benefit of the deferred tax asset will not be realized. The evaluation, as prescribed by ASC 740-10, “Income Taxes,” includes the consideration of all available evidence, both positive and negative, regarding historical operating results including recent years with reported losses, the estimated timing of future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards, and potential tax planning strategies which may be employed to prevent an operating loss or tax credit carryforward from expiring unused. The Company accounts for uncertainties in income taxes under the provisions of FASB ASC 740-10-05 (the “Subtopic”). The Subtopic clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The Subtopic prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Subtopic provides guidance on the de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. |
Recently Issued Accounting Standards, Not Yet Adopted and Adopted | Recently Issued Accounting Standards, Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company does not expect the adoption of this guidance to have a material impact on its condensed consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company does not expect the adoption of this guidance to have a material impact on its condensed consolidated financial statements. Recently Issued Accounting Standards, Adopted In March 2024, the FASB issued ASU No. 2024-01, “Compensation-Stock Compensation (Topic 718): Scope Applications of Profits Interests and Similar Awards” ("ASU 2024-01"). ASU 2024-01 adds an example to Topic 718 which illustrates how to apply the scope guidance to determine whether profits interests and similar awards should be accounted for as share-based payment arrangements under Topic 718 or under other topics of GAAP. ASU 2024-01 is effective for annual periods beginning after December 15, 2024, although early adoption is permitted. Upon adoption, ASU 2024-01 is not expected to have an impact on the Company’s condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value of Financial Instruments | The components of marketable securities are as follows (in thousands): As of March 31, 2024 Level 1 Level 2 Level 3 Total Corporate obligations 58 — — 58 $ 58 $ — $ — $ 58 As of December 31, 2023 Level 1 Level 2 Level 3 Total Corporate stock $ 3,127 $ — $ — $ 3,127 $ 3,127 $ — $ — $ 3,127 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets as of March 31, 2024 and December 31, 2023 consisted of the following (in thousands): March 31, 2024 December 31, 2023 Estimated Useful Life Trade names $ 5,550 $ 5,550 15 Proprietary intellectual property 11,064 11,064 5 Customer relationships 1,180 1,180 1 CLIA license 1,307 1,307 3 19,101 19,101 Less: accumulated amortization (7,414) (6,768) Total intangible assets, net $ 11,687 $ 12,333 |
Schedule of Estimated Future Amortization Expense of Acquired Intangible Assets | The estimated future amortization expense of acquired intangible assets as of March 31, 2024 is as follows (in thousands): Remaining periods in the year ended December 31, 2024 $ 1,937 Year ended December 31, 2025 2,583 Year ended December 31, 2026 2,251 Year ended December 31, 2027 1,731 Year ended December 31, 2028 370 Thereafter 2,815 $ 11,687 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Stock Options Activity | The following table summarizes stock option activity during the three months ended March 31, 2024, (in thousands, except per share data). Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Total Intrinsic Value Outstanding as of January 1, 2024 2,951 $ 7.30 4.8 $ 693 Granted 1,790 6.00 7.0 — Forfeited (289) 8.81 — — Outstanding as of March 31, 2024 4,452 $ 6.68 5.6 3,012 Options vested and exercisable 2,235 $ 6.43 4.7 2,290 |
Schedule of Weighted Average Assumptions Used in Determining Fair Value of Options | The following table summarizes weighted average assumptions used in determining the fair value of the stock options at the date of grant during the three months ended March 31, 2024 and 2023: For the three months ended March 31, 2024 March 31, 2023 Exercise price $ 6.00 $ 6.84 Expected term (years) 4.5 4.3 Expected stock price volatility 79.6 % 80.9 % Risk-free rate of interest 4.2 % 3.8 % Expected dividend yield (per share) 0 % 0 % |
Schedule of Warrant Activity | The following table summarizes warrant activity during the three months ended March 31, 2024 (in thousands, except per share data): Number of Shares Weighted Average Exercise Weighted Average Outstanding as of January 1, 2024 831 $ 11.16 1.9 Forfeited (455) 12.83 Outstanding as of March 31, 2024 376 $ 9.13 3.9 Warrants vested and exercisable 376 $ 9.13 3.9 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Schedule of Quantitative Information About Operating Leases | The following summarizes quantitative information about our operating leases (amounts in thousands): For the three months ended March 31, 2024 March 31, 2023 Operating leases: Operating lease cost $ 239 $ 204 Total operating lease cost $ 239 $ 204 Finance leases: Interest lease cost $ 110 $ — Depreciation expense 180 — Total finance lease expense $ 290 $ — Other information related to the Company’s leases is shown below (dollar amounts in thousands): For the three months ended March 31, 2024 March 31, 2023 Operating cash flows used in operating leases $ (238) $ (198) March 31, 2024 December 31, 2023 Weighted-average remaining lease term – operating leases (in years) 7.2 7.4 Weighted-average remaining lease term – finance leases (in years) 3.5 3.8 Weighted-average discount rate – operating leases 10.00 % 10.00 % Weighted-average discount rate – finance leases 7.56 % 7.56 % Finance lease asset (1) $ 5,417 $ 5,809 (1) As of March 31, 2024 and December 31, 2023, the Company had recorded accumulated depreciation of approximately $1.2 million and $0.8 million for the finance lease asset, respectively. Finance lease assets are recorded within property and equipment, net |
Schedule of Maturity of Operating Leases | Maturities of the Company’s operating leases, excluding short-term leases, are as follows (in thousands): Operating Lease Finance Lease Total Nine Months Ended December 31, 2024 714 1,380 2,094 Year Ended December 31, 2025 977 1,840 2,817 Year Ended December 31, 2026 941 1,840 2,781 Year Ended December 31, 2027 955 1,188 2,143 Year Ended December 31, 2028 982 122 1,104 Thereafter 2,667 — 2,667 Total lease payments 7,236 6,370 13,606 Less present value discount (2,155) (788) (2,943) Total $ 5,081 $ 5,582 $ 10,663 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following table is a summary of segment information for three months ended March 31, 2024 and 2023 (amounts in thousands): For the three months ended March 31, 2024 March 31, 2023 Net revenues Diagnostic services $ — $ 14,524 Consumer products 3,634 4,779 Consolidated net revenue 3,634 19,303 Cost of revenue Diagnostic services 720 5,222 Consumer products 3,347 3,561 Consolidated cost of revenue 4,067 8,783 Depreciation and amortization expense Diagnostic services 801 931 Consumer products 804 306 Total Depreciation and amortization expense 1,605 1,237 Operating and other expenses 6,793 8,719 Income (loss) from operations, before income taxes Diagnostic services (3,345) 4,397 Consumer products (1,655) (1,029) Unallocated corporate (3,831) (2,804) Total (loss) income from operations, before income taxes (8,831) 564 Income tax benefit (expense) 2,566 (14) Total (loss) income from operations, after income taxes (6,265) 550 Net (loss) income $ (6,265) $ 550 The following table is a summary of segment information as of March 31, 2024 and December 31, 2023 (amounts in thousands): March 31, 2024 December 31, 2023 ASSETS Diagnostic services $ 42,296 $ 44,221 Consumer products 23,773 38,358 Unallocated corporate 23,963 9,348 Total assets $ 90,032 $ 91,927 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The following is a reconciliation of the weighted average number of common shares outstanding used in calculating basic and diluted net loss per share (in thousands): For the three months ended March 31, 2024 March 31, 2023 Net (loss) income - basic $ (6,265) $ 550 Interest on unsecured convertible promissory note — 60 Net (loss) income - diluted $ (6,265) $ 610 Weighted average shares outstanding - basic 18,045 16,748 Diluted shares- Stock Options — 22 Diluted shares- Stock Warrants — 1,051 Unsecured convertible promissory note — 240 Weighted average shares outstanding - diluted 18,045 18,061 |
Schedule of Anti-dilutive Securities Excluded from the Income Per Share Computation | The following table represents the number of securities excluded from the income per share computation as a result of their anti-dilutive effect (in thousands): For the three months ended Anti-dilutive securities March 31, 2024 March 31, 2023 Common stock purchase warrants 376 581 Stock options 4,452 870 Anti-dilutive securities 4,828 1,451 |
Organization and Business (Deta
Organization and Business (Details) $ in Millions | 1 Months Ended | ||
Jun. 30, 2022 inhibitor numberOfLicensedCompound | Oct. 31, 2020 USD ($) ft² | Oct. 23, 2020 ft² | |
Business Acquisition [Line Items] | |||
Number of licensed compounds | numberOfLicensedCompound | 2 | ||
Number of inhibitors | inhibitor | 2 | ||
CPM | |||
Business Acquisition [Line Items] | |||
Total consideration | $ | $ 2.5 | ||
CPM | Old Bridge New Jersey | |||
Business Acquisition [Line Items] | |||
Area of real estate property (sq. ft.) | ft² | 4,000 | 4,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | $ 58 | $ 3,127 |
Corporate obligations | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | 58 | |
Corporate stock | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | 3,127 | |
Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | 58 | 3,127 |
Level 1 | Corporate obligations | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | 58 | |
Level 1 | Corporate stock | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | 3,127 | |
Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | 0 | 0 |
Level 2 | Corporate obligations | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | 0 | |
Level 2 | Corporate stock | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | 0 | |
Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | 0 | 0 |
Level 3 | Corporate obligations | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | $ 0 | |
Level 3 | Corporate stock | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Nebula Acquisition | |
Business Acquisition [Line Items] | |
Capital expenditures | $ 0.5 |
Asset Acquisition (Details)
Asset Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 03, 2023 | Mar. 31, 2024 | Dec. 31, 2023 |
Asset Acquisition [Line Items] | |||
Secured note amount | $ 500 | ||
Liability payoff amount | 1,600 | ||
Promissory note payoff amount | $ 400 | ||
Common stock, par value (in dollars per share) | $ 0.0005 | $ 0.0005 | $ 0.0005 |
Shares issued (in value per share) | $ 10 | ||
Consideration transferred | $ 4,600 | ||
Due to sellers (see Note 3) | $ 2,000 | $ 2,000 | $ 2,000 |
Useful life (in years) | 7 years | ||
Transaction costs | $ 200 | ||
Technology-Based Intangible Assets | |||
Asset Acquisition [Line Items] | |||
Useful life (in years) | 5 years | ||
Purchase price | $ 6,800 | ||
Stella Purchase Agreement | |||
Asset Acquisition [Line Items] | |||
Payments for asset acquisition | $ 3,500 | ||
Stock issued during period (in shares) | 100,000 | ||
Royalty percent | 5% |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 646 | $ 754 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Jan. 03, 2023 |
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible assets, gross | $ 19,101 | $ 19,101 | |
Estimated Useful Life (in years) | 7 years | ||
Less: accumulated amortization | (7,414) | (6,768) | |
Total intangible assets, net | 11,687 | 12,333 | |
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible assets, gross | $ 5,550 | 5,550 | |
Estimated Useful Life (in years) | 15 years | ||
Proprietary intellectual property | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible assets, gross | $ 11,064 | 11,064 | |
Estimated Useful Life (in years) | 5 years | ||
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible assets, gross | $ 1,180 | 1,180 | |
Estimated Useful Life (in years) | 1 year | ||
CLIA license | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible assets, gross | $ 1,307 | $ 1,307 | |
Estimated Useful Life (in years) | 3 years |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Estimated Future Amortization Expense of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining periods in the year ended December 31, 2024 | $ 1,937 | |
Year ended December 31, 2025 | 2,583 | |
Year ended December 31, 2026 | 2,251 | |
Year ended December 31, 2027 | 1,731 | |
Year ended December 31, 2028 | 370 | |
Thereafter | 2,815 | |
Total intangible assets, net | $ 11,687 | $ 12,333 |
Outstanding Debt (Details)
Outstanding Debt (Details) | 3 Months Ended | ||||||||
Feb. 16, 2024 USD ($) | Feb. 14, 2024 USD ($) | Dec. 20, 2023 USD ($) | Jan. 26, 2023 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Jan. 27, 2023 $ / shares shares | Feb. 28, 2022 | |
Short-Term Debt [Line Items] | |||||||||
Proceeds from issuance of note payable | $ 2,460,000 | $ 7,600,000 | |||||||
Short-term debt | 2,381,000 | $ 0 | |||||||
Discount, current | $ 396,000 | 396,000 | |||||||
Expected stock price volatility | 79.60% | 80.90% | |||||||
Risk-free rate of interest | 4.20% | 3.80% | |||||||
2024 Future Receipts Financing | Loans Payable | |||||||||
Short-Term Debt [Line Items] | |||||||||
Proceeds from issuance of note payable | $ 2,500,000 | ||||||||
Origination fee | $ 50,000 | ||||||||
Periodic payment | $ 247,000 | ||||||||
Debt, face amount | $ 3,000,000 | ||||||||
Discount factor, period | 6 months | ||||||||
Amortization of debt discount | $ 106,000 | ||||||||
Short-term debt | 2,400,000 | ||||||||
Discount, current | 396,000 | ||||||||
2024 Future Receipts Financing | Loans Payable | Minimum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, measurement input | 1.075 | ||||||||
2024 Future Receipts Financing | Loans Payable | Maximum [Member] | Measurement Input, Discount Rate | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, measurement input | 1.165 | ||||||||
2024 Future Receipts Financing - Addendum, First Two Months | Loans Payable | |||||||||
Short-Term Debt [Line Items] | |||||||||
Periodic payment | $ 185,000 | ||||||||
2024 Future Receipts Financing - Addendum, Remaining Ten Months | Loans Payable | |||||||||
Short-Term Debt [Line Items] | |||||||||
Periodic payment | $ 259,000 | ||||||||
2023 Secured Mortgage Loan | Secured Debt | |||||||||
Short-Term Debt [Line Items] | |||||||||
Periodic payment | $ 25,000 | ||||||||
Debt, face amount | $ 3,300,000 | ||||||||
Interest rate (as a percent) | 8.25% | ||||||||
Debt issuance costs | $ 341,000 | ||||||||
Escrow deposit | 561,000 | $ 540,000 | |||||||
JXVII Note | Unsecured Debt | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt, face amount | $ 7,600,000 | ||||||||
Unpaid balance | 7,400,000 | ||||||||
JXVII Note | Unsecured Debt | Letter Agreement | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate (as a percent) | 10% | ||||||||
JXVII Note | Unsecured Debt | 2023 Notes Warrants | |||||||||
Short-Term Debt [Line Items] | |||||||||
Warrants (in shares) | shares | 76,000 | ||||||||
Exercise price (in price per share) | $ / shares | $ 9 | ||||||||
Weighted average remaining contractual life, options vested and exercisable (in years) | 5 years | ||||||||
Expected stock price volatility | 81.50% | ||||||||
Risk-free rate of interest | 3.62% | ||||||||
Warrants term (in years) | 5 years | ||||||||
Warrant, fair value | $ 380,000 | ||||||||
Debt discount | $ 232,000 | ||||||||
JXVII Note | Unsecured Debt | 2023 Notes Warrants | Black-Scholes Option Pricing Model | |||||||||
Short-Term Debt [Line Items] | |||||||||
Warrant fair value | $ 400,000 |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) - USD ($) | 3 Months Ended | ||||||||||
Jan. 01, 2024 | Mar. 15, 2023 | Jun. 03, 2022 | May 20, 2021 | Apr. 12, 2018 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jan. 03, 2023 | May 19, 2022 | May 09, 2022 | |
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Common stock, authorized (in shares) | 50,000,000 | 50,000,000 | |||||||||
Common stock, par value (in dollars per share) | $ 0.0005 | $ 0.0005 | $ 0.0005 | ||||||||
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.0005 | $ 0.0005 | |||||||||
Preferred stock, issued (in shares) | 0 | 0 | |||||||||
Dividends, common stock | $ 0 | $ 0 | |||||||||
Stock repurchase, authorized | $ 6,000,000 | ||||||||||
Stock repurchase, period (in months) | 6 months | ||||||||||
Stock repurchased, value | 541,000 | ||||||||||
Stock options granted (in shares) | 1,790,000 | ||||||||||
Fair value of stock options granted | $ 5,300,000 | ||||||||||
Share price (in dollars per share) | $ 6.47 | ||||||||||
Share-based compensation expense | $ 1,600,000 | $ 900,000 | |||||||||
Share-based compensation, nonvested award, cost not yet recognized, amount | $ 8,100,000 | ||||||||||
Weighted average period (in years) | 4 years | ||||||||||
Warrant | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Number of shares, warrants granted (in shares) | 0 | ||||||||||
2022 Directors Plan | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Shares reserved for future issuance (in shares) | 0 | 300,000 | |||||||||
Stock options granted (in shares) | 210,000 | 0 | |||||||||
Amended 2010 Directors' Plan | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Number of shares authorized (in shares) | 775,000 | ||||||||||
Amended 2010 Plan | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Conversion shares (in shares) | 4,900,000 | ||||||||||
2022 Plan | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Shares reserved for future issuance (in shares) | 302,035 | ||||||||||
Stock options granted (in shares) | 1,080,000 | 205,000 | |||||||||
Increase in shares reserved for future issuance (in shares) | 1,000,000 | ||||||||||
2018 Stock Incentive Plan | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Stock options exercised (in shares) | 0 | 1,100,000 | |||||||||
2018 Stock Incentive Plan | CEO Options | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Exercise price, lower range (in dollars per share) | $ 0.60 | ||||||||||
Chief Executive Officer | 2018 Stock Incentive Plan | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Stock options granted (in shares) | 2,300,000 | ||||||||||
Stock issued during period (in shares) | 2,300,000 | ||||||||||
Chief Operating Officer | Inducement Option Award | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Stock options granted (in shares) | 500,000 | ||||||||||
Exercise price, lower range (in dollars per share) | $ 6 | ||||||||||
Award expiration period (in years) | 7 years | ||||||||||
Fair value of stock options granted | $ 1,300,000 | ||||||||||
Chief Operating Officer | Inducement Option Award | Share-Based Payment Arrangement, Tranche One | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Options vesting percentage | 25% | ||||||||||
Chief Operating Officer | Inducement Option Award | Share-Based Payment Arrangement, Tranche Two | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Options vesting percentage | 25% | ||||||||||
Award vesting period (in years) | 3 years | ||||||||||
Chief Operating Officer | Inducement Option Award | Share-Based Payment Arrangement, Tranche Three | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Options vesting percentage | 25% | ||||||||||
Award vesting period (in years) | 3 years | ||||||||||
Chief Operating Officer | Inducement Option Award | Share Based Compensation Award Tranche Four | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Options vesting percentage | 25% | ||||||||||
Award vesting period (in years) | 3 years | ||||||||||
Share Repurchase Program | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Shares repurchased (in shares) | 0 | 63,616 | |||||||||
Stock repurchased, value | $ 500,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock Options Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Number of shares options outstanding - beginning (in shares) | 2,951 | |
Number of shares options granted (in shares) | 1,790 | |
Number of shares options forfeited (in shares) | (289) | |
Number of shares options outstanding - ending (in shares) | 4,452 | 2,951 |
Number of shares options vested and exercisable (in shares) | 2,235 | |
Weighted Average Exercise Price | ||
Weighted average exercise price, beginning (in dollars per share) | $ 7.30 | |
Weighted average exercise price, granted (in dollars per share) | 6 | |
Weighted average exercise price, forfeited (in dollars per share) | 8.81 | |
Weighted average exercise price, ending (in dollars per share) | 6.68 | $ 7.30 |
Weighted average exercise price, options vested and exercisable (in dollars per share) | $ 6.43 | |
Weighted Average Remaining Contractual Life (in years) | ||
Weighted average remaining contractual life (in years) | 5 years 7 months 6 days | 4 years 9 months 18 days |
Weighted average remaining contractual life, granted shares (in years) | 7 years | |
Weighted average remaining contractual life, options vested and exercisable (in years) | 4 years 8 months 12 days | |
Total intrinsic value, outstanding, beginning | $ 693 | |
Total intrinsic value, outstanding, ending | 3,012 | $ 693 |
Total intrinsic value, options vested and exercisable | $ 2,290 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Weighted Average Assumptions Used in Determining Fair Value of Options (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Equity [Abstract] | ||
Exercise price (in dollars per share) | $ 6 | $ 6.84 |
Expected term (years) | 4 years 6 months | 4 years 3 months 18 days |
Expected stock price volatility | 79.60% | 80.90% |
Risk-free rate of interest | 4.20% | 3.80% |
Expected dividend yield (per share) | 0% | 0% |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Warrant Activity (Details) - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Weighted average remaining contractual life (in years) | 5 years 7 months 6 days | 4 years 9 months 18 days |
Warrant | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Number of shares, warrants outstanding, beginning (in shares) | 831 | |
Number of shares, warrants forfeited (in shares) | (455) | |
Number of shares, warrants outstanding, ending (in shares) | 376 | 831 |
Number of shares, warrant vested and exercisable (in shares) | 376 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Weighted average exercise price, warrants outstanding, beginning (in dollars per share) | $ 11.16 | |
Weighted average exercise price warrants, forfeited (in dollars per share) | 12.83 | |
Weighted average exercise price, warrants outstanding, ending (in dollars per share) | 9.13 | $ 11.16 |
Weighted average exercise price warrants vested and exercisable (in dollars per share) | $ 9.13 | |
Weighted average remaining contractual life (in years) | 3 years 10 months 24 days | 1 year 10 months 24 days |
Weighted average remaining contractual life warrants, vested and exercisable | 3 years 10 months 24 days |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Effective tax rate | 28.66% |
Effective tax rate, federal | 21% |
Effective tax rate, state taxes | 0.40% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended | ||||
Jul. 19, 2022 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) investor | Nov. 15, 2022 | May 01, 2021 option | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Renewal options | option | 4 | ||||
Renewal period (in years) | 1 year | 1 year | |||
Agreement term (in days) | 90 days | ||||
General and administration | $ 7,593 | $ 8,298 | |||
Number of sites | investor | 8 | ||||
Linebacker License Agreements | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Upfront license fee | $ 50 | ||||
License agreement term (in days) | 10 days | ||||
License or royalty net revenue percentage | 3% | ||||
Royalty expense | $ 250 | ||||
Linebacker License Agreements | Phase 3 | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Additional payment of fee | 900 | ||||
Linebacker License Agreements | New Drug Application | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Additional payment of fee | $ 1,000 | ||||
BE-Smart License Agreement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
General and administration | $ 200 | $ 200 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Jun. 10, 2022 USD ($) ft² option | Oct. 23, 2020 USD ($) ft² | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Oct. 31, 2020 ft² |
Restructuring Cost and Reserve [Line Items] | |||||
Operating lease right-of-use asset, net | $ 4,462,000 | $ 4,572,000 | |||
Total | $ 5,081,000 | $ 5,200,000 | |||
New York First Floor Lease | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Area of real estate property (sq. ft.) | ft² | 4,516 | ||||
Renewal term (in years) | 5 years | ||||
Number of renewal options | option | 1 | ||||
Payments for rent | $ 11,290 | ||||
Lessee, operating lease, abatement period | 8 months | ||||
Gradual rental rate increase percentage | 2.75% | ||||
Rent total | $ 14,026 | ||||
Construction allowance | $ 203,000 | ||||
New York First Floor Lease | Minimum [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Option to terminate, notice period | 9 months | ||||
New York First Floor Lease | Maximum [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Option to terminate, notice period | 12 months | ||||
CPM | Old Bridge New Jersey | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Area of real estate property (sq. ft.) | ft² | 4,000 | 4,000 | |||
Renewal term (in years) | 36 months | ||||
Monthly base rent | $ 5,500 | ||||
Operating lease right-of-use asset, net | 170,000 | ||||
Total | $ 170,000 |
Leases - Schedule of Quantitati
Leases - Schedule of Quantitative Information About Operating and Finance Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Operating leases: | |||
Operating lease cost | $ 239 | $ 204 | |
Total operating lease cost | 239 | 204 | |
Finance leases: | |||
Interest lease cost | 110 | 0 | |
Depreciation expense | 180 | 0 | |
Total finance lease expense | 290 | 0 | |
Operating cash flows used in operating leases | $ (238) | $ (198) | |
Weighted-average remaining lease term – operating leases (in years) | 7 years 2 months 12 days | 7 years 4 months 24 days | |
Weighted-average remaining lease term – finance leases (in years) | 3 years 6 months | 3 years 9 months 18 days | |
Weighted-average discount rate – operating leases | 10% | 10% | |
Weighted-average discount rate – finance leases | 7.56% | 7.56% | |
Finance lease asset | $ 5,417 | $ 5,809 | |
Finance lease, right-of-use asset, accumulated amortization | $ 1,200 | $ 800 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net | Property, plant and equipment, net |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Operating and Finance Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Operating Lease | ||
Nine Months Ended December 31, 2024 | $ 714 | |
Year Ended December 31, 2025 | 977 | |
Year Ended December 31, 2026 | 941 | |
Year Ended December 31, 2027 | 955 | |
Year Ended December 31, 2028 | 982 | |
Year Ended December 31, 2028 | 2,667 | |
Total lease payments | 7,236 | |
Less present value discount | (2,155) | |
Total | 5,081 | $ 5,200 |
Finance Lease | ||
Nine Months Ended December 31, 2024 | 1,380 | |
Year Ended December 31, 2025 | 1,840 | |
Year Ended December 31, 2026 | 1,840 | |
Year Ended December 31, 2027 | 1,188 | |
Year Ended December 31, 2028 | 122 | |
Thereafter | 0 | |
Total lease payments | 6,370 | |
Less present value discount | (788) | |
Total | 5,582 | |
Total | ||
Nine Months Ended December 31, 2024 | 2,094 | |
Year Ended December 31, 2025 | 2,817 | |
Year Ended December 31, 2026 | 2,781 | |
Year Ended December 31, 2027 | 2,143 | |
Year Ended December 31, 2028 | 1,104 | |
Thereafter | 2,667 | |
Total lease payments | 13,606 | |
Less present value discount | (2,943) | |
Total | $ 10,663 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||
Revenues, net | $ 3,634 | $ 19,303 | |
Cost of revenue | 4,067 | 8,783 | |
Depreciation and amortization expense | 1,605 | 1,237 | |
Operating and other expenses | 6,793 | 8,719 | |
Income (loss) from operations, before income taxes | (8,831) | 564 | |
Income tax benefit (expense) | 2,566 | (14) | |
Total (loss) income from operations, after income taxes | (6,265) | 550 | |
Net (loss) income | (6,265) | 550 | |
Total assets | 90,032 | $ 91,927 | |
Diagnostic services | |||
Segment Reporting Information [Line Items] | |||
Revenues, net | 0 | 14,524 | |
Cost of revenue | 720 | 5,222 | |
Depreciation and amortization expense | 801 | 931 | |
Income (loss) from operations, before income taxes | (3,345) | 4,397 | |
Total assets | 42,296 | 44,221 | |
Consumer products | |||
Segment Reporting Information [Line Items] | |||
Revenues, net | 3,634 | 4,779 | |
Cost of revenue | 3,347 | 3,561 | |
Depreciation and amortization expense | 804 | 306 | |
Income (loss) from operations, before income taxes | (1,655) | (1,029) | |
Total assets | 23,773 | 38,358 | |
Unallocated corporate | |||
Segment Reporting Information [Line Items] | |||
Income (loss) from operations, before income taxes | (3,831) | $ (2,804) | |
Total assets | $ 23,963 | $ 9,348 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net (loss) income - basic | $ (6,265) | $ 550 |
Interest on unsecured convertible promissory note | 0 | 60 |
Net (loss) income - diluted | $ (6,265) | $ 610 |
Weighted average shares outstanding - basic (in shares) | 18,045 | 16,748 |
Unsecured convertible promissory note (in shares) | 0 | 240 |
Weighted average shares outstanding - diluted (in shares) | 18,045 | 18,061 |
Stock options | ||
Earnings Per Share [Abstract] | ||
Diluted shares (in shares) | 0 | 22 |
Stock Warrants | ||
Earnings Per Share [Abstract] | ||
Diluted shares (in shares) | 0 | 1,051 |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Anti-dilutive Securities Excluded from the Income Per Share Computation (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 4,828 | 1,451 |
Common stock purchase warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 376 | 581 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 4,452 | 870 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Sales Agreement - ThinkEquity LLC $ in Millions | Apr. 18, 2024 USD ($) shares |
Subsequent Event [Line Items] | |
Number of shares of common stock sold (in shares) | shares | 1,033,500 |
Sale of stock, consideration received on transaction | $ | $ 4.6 |